Mattress Holdings International Llc Sample Contracts

Mattress Holdings International Llc – SUPPLEMENTAL INDENTURE (May 22nd, 2003)

EXHIBIT 4.5 SUPPLEMENTAL INDENTURE SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of April 10, 2001, among those guaranteeing subsidiaries named on the signature pages hereto (each a "Guaranteeing Subsidiary", collectively the "Guaranteeing Subsidiaries"), each a subsidiary of Sealy Mattress Company (or its permitted successor), an Ohio corporation (the "Company"), the Company, the other Guarantors (as defined in the Indenture referred to herein) and The Bank of New York, as trustee under the indenture referred to below (the "Trustee"). WITNESSETH WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the "Indenture"), dated as of December 18, 1997 providing for the issuance of an aggregate principal amount of up to $300.0 million of 9-7/8% Senior Subordinated Notes due 2007 (the "Notes"

Mattress Holdings International Llc – $50,000,000 9.875% Senior Subordinated Notes due 2007 (May 22nd, 2003)

Exhibit 10.1 Sealy Mattress Company $50,000,000 9.875% Senior Subordinated Notes due 2007 Purchase Agreement April 25, 2003 Goldman, Sachs & Co. J.P. Morgan Securities Inc. Banc of America Securities LLC Wachovia Securities, Inc. c/o Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 Ladies and Gentlemen: Sealy Mattress Company, an Ohio corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the Purchasers named in Schedule I hereto (the "Purchasers") an aggregate of $50,000,000 principal amount of the Company's 9.875% Senior Subordinated Notes due 2007 (the "Securities"). The Company is a wholly-owned subsidiary of Sealy Corporation, a Delaware Corporation ("Parent"). The Company's obligations und

Mattress Holdings International Llc – CREDIT AGREEMENT (May 22nd, 2003)

EXHIBIT 10.43 SEALY MATTRESS COMPANY SEALY CORPORATION FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") is dated as of May 2, 2003 and entered into by and among Sealy Mattress Company, an Ohio corporation ("Company"), Sealy Corporation, a Delaware corporation ("Holdings"), Goldman Sachs Credit Partners L.P. ("GSCP"), as co-lead arranger and syndication agent (in such capacity, "Syndication Agent"), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF, JPMORGAN CHASE BANK, as administrative agent for Lenders, J.P. MORGAN SECURITIES INC., as co-lead arranger, FLEET NATIONAL BANK ("Fleet"), as co-documentation agent and WACHOVIA BANK, N.A., as a co-documentation agent, and is made with reference to (i) t

Mattress Holdings International Llc – REGISTRATION RIGHTS AGREEMENT (May 22nd, 2003)

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT Dated as of May 2, 2003 by and among Sealy Mattress Company, The Guarantors Named on the Signature Pages Hereto, and Goldman, Sachs & CO., J.P. Morgan Securities Inc. Banc of America Securities LLC and Wachovia Securities, Inc. This Registration Right Agreement (this "Agreement") is made and entered into as of May 2, 2003 by and among Sealy Mattress Company, an Ohio corporation (the "Company"), the guarantors named on the signature pages hereto (the "Guarantors") and Goldman, Sachs & Co., J.P. Morgan Securities Inc., Banc of America Securities L

Mattress Holdings International Llc – FOURTH AMENDMENT TO AXEL CREDIT AGREEMENT (May 22nd, 2003)

EXHIBIT 10.44 SEALY MATTRESS COMPANY SEALY CORPORATION FOURTH AMENDMENT TO AXEL CREDIT AGREEMENT This FOURTH AMENDMENT TO AXEL CREDIT AGREEMENT (this "Amendment") is dated as of May 2, 2003 and entered into by and among Sealy Mattress Company, an Ohio corporation ("Company"), Sealy Corporation, a Delaware corporation ("Holdings"), the financial institutions listed on the signature pages hereof ("Lenders"), Goldman Sachs Credit Partners L.P., as arranger and syndication agent ("Syndication Agent"), JPMorgan Chase Bank (f/k/a The Chase Manhattan Bank as successor by merger to Morgan Guaranty Trust Company of New York), as administrative agent for Lenders ("Administrative Agent"; collectively, Syndication Agent and Administrative Agent are referred to herein as "Agents"), and the Credit Support Parties (as defined in Section 4 hereof)