ANNEX A TO OMNIBUS AMENDMENT NO. 2 AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT Dated as of April 6, 2021 by and between Sealy Mattress Manufacturing Company, LLC, as the seller, and Tempur-Pedic North America, LLC, as the purchaserReceivables Sale Agreement • April 8th, 2021 • Tempur Sealy International, Inc. • Household furniture • New York
THIS AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT, dated as of April 6, 2021 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is by and between Sealy Mattress Manufacturing Company, LLC, a Delaware limited liability company (“SMMC”), as the seller, and Tempur-Pedic North America, LLC, a Delaware limited liability company (“TPNA”), as the purchaser, and amends and restates in its entirety that certain Receivables Sale Agreement dated as of April 12, 2017, by and between SMMC and TPNA (the “Existing RSA”). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I attached hereto (or, if not defined in Exhibit I attached hereto, the meanings assigned to such terms in Exhibit I to the CSA hereinafter described).
ANNEX B TO OMNIBUS AMENDMENT NO. 2 AMENDED AND RESTATED RECEIVABLES SALE AND CONTRIBUTION AGREEMENT DATED AS OF APRIL 6, 2021 by and between TEMPUR-PEDIC NORTH AMERICA, LLC, as the seller and contributor, and TEMPUR SEALY RECEIVABLES, LLC, as the...Receivables Sale and Contribution Agreement • April 8th, 2021 • Tempur Sealy International, Inc. • Household furniture • New York
THIS AMENDED AND RESTATED RECEIVABLES SALE AND CONTRIBUTION AGREEMENT, dated as of April 6, 2021 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), is by and between TEMPUR-PEDIC NORTH AMERICA, LLC, a Delaware limited liability company (“TPNA”), as the seller and contributor, and TEMPUR SEALY RECEIVABLES, LLC, a Delaware limited liability company (the “SPE”), and amends and restates in its entirety that certain Receivables Sale and Contribution Agreement dated as of April 12, 2017 by and between TPNA and the SPE the “Existing RSCA”). Unless defined elsewhere herein, capitalized terms used in this Agreement shall have the meanings assigned to such terms in Exhibit I attached hereto (or, if not defined in Exhibit I attached hereto, the meanings assigned to such terms in Exhibit I to the CSA hereinafter described).
ANNEX C TO OMNIBUS AMENDMENT NO. 2 AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT DATED AS OF APRIL 6, 2021 AMONG TEMPUR SEALY RECEIVABLES, LLC, AS BORROWER, TEMPUR SEALY INTERNATIONAL, INC., AS MASTER SERVICER, THE LENDERS FROM TIME TO TIME PARTY...Credit and Security Agreement • April 8th, 2021 • Tempur Sealy International, Inc. • Household furniture • New York
This Agreement amends and restates in its entirety that certain Credit and Security Agreement, dated as of April 12, 2017, by and among Borrower, Master Servicer, and Wells Fargo, as amended from time to time prior to the date hereof (the “Existing CSA”).
OMNIBUS AMENDMENT NO. 2Receivables Sale Agreement • April 8th, 2021 • Tempur Sealy International, Inc. • Household furniture • New York
THIS OMNIBUS AMENDMENT NO. 2 (this “Amendment”), dated as of April 6, 2021, is entered into by and among Tempur Sealy International, Inc., a Delaware corporation (“TPX”), Tempur Sealy Receivables, LLC (“Borrower”), Tempur Pedic North America, LLC (“TPNA”), Sealy Mattress Manufacturing Company, LLC (“SMMC”), Sumitomo Mitsui Banking Corporation (“SMBC” or a “Lender”), and Wells Fargo Bank, National Association, individually (“Wells Fargo” or a “Lender”) and as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and constitutes:
