UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • February 27th, 2004 • Tempur Medical Inc • Household furniture • New York
OFLimited Liability Company Agreement • February 27th, 2004 • Tempur Medical Inc • Household furniture • Delaware
SUPPLEMENTAL INDENTURESupplemental Indenture • February 27th, 2004 • Tempur Medical Inc • Household furniture • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of February 19, 2004, by and among Dawn Sleep Technologies, Inc., a Delaware corporation (the “Guaranteeing Subsidiary”), Tempur Production USA, Inc., a Virginia corporation (“TPUSA”), Tempur-Pedic, Inc., a Kentucky corporation (“TPI” and together with TPUSA, the “Companies”), the other Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank Minnesota, National Association, as trustee under the indenture referred to below (the “Trustee”).
TWI HOLDINGS, INC. TEMPUR WORLD, INC. Lexington, KY 40511 October 20, 2003Tempur Medical Inc • November 25th, 2003 • Household furniture • Delaware
We refer to the Agreement and Plan of Merger dated as of October 4, 2002 (the “Merger Agreement”) among TWI Holdings, Inc. (“TWI”), Tempur World, Inc. (“Tempur”), TWI Acquisition Corp. and certain former stockholders of Tempur. Capitalized terms used in this letter agreement without definition shall have the respective meanings set forth for such terms in the Merger Agreement. Pursuant to Section 10.12 of the Merger Agreement, each of you were appointed as a Payee Representative with full power to act on behalf of the Payees in connection with the transactions contemplated by the Transaction Documents, including, without limitation, the Merger Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • October 31st, 2003 • Tempur Medical Inc • Household furniture
