0001193125-13-245648 Sample Contracts

MATTRESS HOLDINGS INTERNATIONAL, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of November 5, 2002
Limited Liability Company Agreement • June 4th, 2013 • Tempur Pedic International Inc • Household furniture • Delaware

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Mattress Holdings International, LLC, a Delaware limited liability company (the “Company”), is made as of November 5, 2002, by and among each of the Persons executing this Agreement and listed on the Member Schedule (as herein defined);

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LIMITED LIABILITY COMPANY AGREEMENT OF TEMPUR-PEDIC AMERICA, LLC
Limited Liability Company Agreement • June 4th, 2013 • Tempur Pedic International Inc • Household furniture • Delaware

This Limited Liability Company Agreement of Tempur-Pedic America, LLC, dated and effective as of November 7, 2011 (this “Agreement”), is entered into by Tempur-Medic Management, Inc., as the sole member (the “Member”).

LIMITED LIABILITY COMPANY AGREEMENT OF TEMPUR WORLD, LLC A DELAWARE LIMITED LIABILITY COMPANY
Limited Liability Company Agreement • June 4th, 2013 • Tempur Pedic International Inc • Household furniture • Delaware

This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Tempur World, LLC, a Delaware limited liability company (the “Company”), dated as of December 29, 2003, is made by Tempur-Pedic International Inc., a Delaware corporation (the “Member”).

OPERATING AGREEMENT OF TEMPUR PRODUCTION USA, LLC A VIRGINIA LIMITED LIABILITY COMPANY
Operating Agreement • June 4th, 2013 • Tempur Pedic International Inc • Household furniture • Virginia

This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Temper Production USA, LLC, a Virginia limited liability company (the “Company”), dated as of July 1, 2008, is made by Tempur-Pedic Management Inc., a Delaware corporation (the “Member”).

LIMITED LIABILITY COMPANY AGREEMENT OF TEMPUR-PEDIC MANAGEMENT, LLC
Limited Liability Company Agreement • June 4th, 2013 • Tempur Pedic International Inc • Household furniture • Delaware

This Limited Liability Company Agreement of Tempur-Pedic Management, LLC, dated and effective as of September 30, 2012 (this “Agreement”), is entered into by Tempur World, LLC,’ as the sole member (the “Member”).

LIMITED LIABILITY COMPANY AGREEMENT OF TEMPUR-PEDIC NORTH AMERICA, LLC A DELAWARE LIMITED LIABILITY COMPANY
Limited Liability Company Agreement • June 4th, 2013 • Tempur Pedic International Inc • Household furniture • Delaware

This LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Tempur-Pedic North America, LLC, a Delaware limited liability company (the “Company”), dated as of July 1, 2008, is made by Tempur-Pedic Management Inc., a Delaware corporation (the “Member”):

OPERATING AGREEMENT OF SEALY TECHNOLOGY, LLC (A North Carolina Limited Liability Company) EXECUTED: APRIL 1, 2003 EFFECTIVE: APRIL 1, 2003
Operating Agreement • June 4th, 2013 • Tempur Pedic International Inc • Household furniture • North Carolina

THIS OPERATING AGREEMENT OF SEALY TECHNOLOGY, LLC (the “Company”), a limited liability company organized pursuant to the North Carolina Limited Liability Company Act, is executed effective as of the date set forth on the cover page of this Agreement. THE OHIO MATTRESS COMPANY LICENSING AND COMPONENTS GROUP (“Member”) is the sole member of the Company. Solely for federal and state tax purposes and pursuant to Treasury Regulations Section 301.7701, the Member and the Company intend the Company to be disregarded as an entity that is separate from the Member. For all other purposes (including, without limitation, limited liability protection for the Member from Company liabilities), however, the Member and the Company intend the Company to be respected as a separate legal entity that is separate and apart from the Member.

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