REGISTRATION RIGHTS AGREEMENT by and among Tempur-Pedic International Inc., The Guarantors named herein and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Representative of the several Initial Purchasers Dated as of December 19, 2012Registration Rights Agreement • December 19th, 2012 • Tempur Pedic International Inc • Household furniture • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 19, 2012, by and among Tempur-Pedic International Inc., a Delaware corporation (the “Company”), the entities listed on the signature pages hereof as “Initial Guarantors” (collectively, the “Initial Guarantors”), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Representative of the several Initial Purchasers named in Schedule A to the Purchase Agreement referred to below (collectively, the “Initial Purchasers”), each of whom has agreed pursuant to the Purchase Agreement to purchase the Company’s 6.875% Senior Notes due 2020 (the “Initial Notes”) fully and unconditionally guaranteed by the Initial Guarantors (the “Initial Guarantees”). On or prior to the Escrow Release Date, as defined in the Purchase Agreement, the entities listed on Schedule B to the Purchase Agreement (the “Specified Guarantors” and, together with the Initial Guarantors, the “Guarantors”) will fully and uncondition
PURCHASE AGREEMENTPurchase Agreement • December 19th, 2012 • Tempur Pedic International Inc • Household furniture • New York
The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of December 19, 2012 (the “Indenture”), among the Company, the Guarantors (as defined below) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). Notes will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a letter of representations, to be dated on or before the Closing Date (as defined in Section 2 hereof) (the “DTC Agreement”), among the Company and the Depositary.
TEMPUR-PEDIC INTERNATIONAL INC., as Issuer The Guarantors party hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of December 19, 2012 6.875% Senior Notes due 2020Indenture • December 19th, 2012 • Tempur Pedic International Inc • Household furniture • New York
INDENTURE, dated as of December 19, 2012, among TEMPUR-PEDIC INTERNATIONAL INC., a Delaware corporation (the “Company”), the Guarantors party hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee (the “Trustee”).
TEMPUR-PEDIC INTERNATIONAL INC. as Grantor ESCROW AND SECURITY AGREEMENT Dated as of December 19, 2012 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Escrow Agent and Financial Institution and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as TrusteeEscrow and Security Agreement • December 19th, 2012 • Tempur Pedic International Inc • Household furniture • New York
