0001193125-14-376520 Sample Contracts

AMENDMENT NO. 4 TO CREDIT AGREEMENT
Credit Agreement • October 21st, 2014 • Tempur Sealy International, Inc. • Household furniture • New York

AMENDMENT NO. 4 (this “Fourth Amendment”) dated as of October 17, 2014 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, Amendment No. 2 to the Credit Agreement dated as of May 16, 2013 and Amendment No. 3 to the Credit Agreement dated as of July 11, 2013 and as otherwise modified prior to the date hereof, the “Credit Agreement”), among TEMPUR SEALY INTERNATIONAL, INC. (formerly known as Tempur-Pedic International Inc., the “Parent”), TEMPUR-PEDIC MANAGEMENT, LLC (the “Lead Borrower”), TEMPUR-PEDIC NORTH AMERICA, LLC, TEMPUR PRODUCTION USA, LLC and SEALY INC., 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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