0001104659-08-071153 Sample Contracts

Contract
Sealy Corp • November 17th, 2008 • Household furniture • New York

SECOND AMENDMENT dated as of November 14, 2008 (this “Second Amendment”), among SEALY MATTRESS COMPANY, an Ohio corporation (the “Borrower”), SEALY CANADA LTD./LTEE, a company organized under the laws of Canada (the “Canadian Borrower”), SEALY MATTRESS CORPORATION, a Delaware corporation (“Holdings”), SEALY CORPORATION, a Delaware corporation (“Parent”), the subsidiaries of Borrower listed on the signature pages hereto, as guarantors, and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, “Administrative Agent”) on behalf of the Required Lenders, to the Third Amended and Restated Credit Agreement dated as of August 25, 2006 (as amended, supplemented, amended and restated or otherwise modified from time to time) (the “Credit Agreement”) among Borrower, Canadian Borrower, Holdings, Parent and certain Subsidiaries of Borrower, as Guarantors, each lender from time to time party thereto (collectively, the “Lenders” and, individually, a “Lender”), the Administrative Agent

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