REGISTRATION RIGHTS AGREEMENT by and among Tempur Sealy International, Inc., The Guarantors named herein and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Representative of the several Initial Purchasers Dated as of September 24, 2015Registration Rights Agreement • September 24th, 2015 • Tempur Sealy International, Inc. • Household furniture • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 24, 2015, by and among Tempur Sealy International, Inc., a Delaware corporation (the “Company”), the entities listed on the signature pages hereof as “Guarantors” (collectively, the “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 5.625% Senior Notes due 2023 (the “Initial Notes”) fully and unconditionally guaranteed by the Guarantors (the “Guarantees”). The Initial Notes and the Guarantees attached thereto are herein collectively referred to as the “Initial Securities.”
PURCHASE AGREEMENTPurchase Agreement • September 24th, 2015 • Tempur Sealy International, Inc. • Household furniture • New York
The Securities (as defined below) will be issued pursuant to an indenture, to be dated as of the Closing Date (as defined in Section 2 hereof) (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 (the “DTC Agreement”), between the Company and the Depositary.
ADDITIONAL CREDIT EXTENSION AMENDMENT (AMENDMENT NO. 5 TO CREDIT AGREEMENT)Credit Agreement • September 24th, 2015 • Tempur Sealy International, Inc. • Household furniture • New York
ADDITIONAL CREDIT EXTENSION AMENDMENT (AMENDMENT NO. 5 TO CREDIT AGREEMENT) (this “Fifth Amendment”) dated as of September 24, 2015 to the Credit Agreement dated as of December 12, 2012 (as amended by Amendment No. 1 to the Credit Agreement dated as of March 13, 2013, Amendment No. 2 to the Credit Agreement dated as of May 16, 2013, Amendment No. 3 to the Credit Agreement dated as of July 11, 2013 and Amendment No. 4 to the Credit Agreement dated as of October 17, 2014, the “Credit Agreement”), among TEMPUR SEALY INTERNATIONAL, INC. (formerly known as Tempur-Pedic International Inc., the “Parent”), TEMPUR-PEDIC MANAGEMENT, LLC (the “Lead Borrower”), TEMPUR-PEDIC NORTH AMERICA, LLC and TEMPUR PRODUCTION USA, LLC, each as a Borrower, the Guarantors identified therein, each lender from time to time party thereto (collectively, the “Lenders” and individually, a “Lender”) and BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and L/C Issuer.
TEMPUR SEALY 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 September 24, 2015 5.625% Senior Notes due 2023Indenture • September 24th, 2015 • Tempur Sealy International, Inc. • Household furniture • New York
INDENTURE, dated as of September 24, 2015, among TEMPUR SEALY INTERNATIONAL, INC., a Delaware corporation (the “Company”), the Guarantors party hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as Trustee (the “Trustee”).
