0001193125-13-289407 Sample Contracts

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AMENDMENT NO. 2 TO CREDIT AGREEMENT
Credit Agreement • July 12th, 2013 • Sealy Mattress Co of Illinois • Household furniture • New York

AMENDMENT NO. 2 (this “Second Amendment”) dated as of May 16, 2013 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, the “Credit Agreement”), among 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.

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