Indenture and Notes

On December 12, 2012, Tempur-Pedic International Inc. (the "Company") and certain subsidiaries of the Company as guarantors (the "Guarantors"), entered into a purchase agreement (the "Purchase Agreement") with Merrill Lynch, Pierce, Fenner & Smith Incorporated as the representative of several initial purchasers (collectively, the "Initial Purchasers"), relating to the previously announced issuance and sale of $375 million aggregate principal amount of 6.875% senior notes due 2020 (the "Notes"). In connection with the transactions contemplated by the Purchase Agreement, the Notes were reoffered and resold to qualified institutional buyers pursuant to Rule 144A of the Securities Act of 1933, as amended (the "Securities Act"), and to certain non-U.S. persons in accordance with Regulation S under the Securities Act.

The Notes were issued pursuant to an indenture, dated as of December 19, 2012 (the "Indenture"), among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee"). The Notes will be the general unsecured senior obligations of the Company and are guaranteed on a senior unsecured basis by the Guarantors. Following the consummation by the Company of the acquisition of Sealy Corporation (the "Sealy Acquisition") certain of the Sealy entities will become guarantors of the Notes.

Interest and Maturity

The Notes will mature on December 15, 2020, and interest is payable on the Notes semi-annually in arrears on each June 15 and December 15, beginning on June 15, 2013.

Optional Redemption

The Company has the option to redeem all or a portion of the Notes at any time on or after December 15, 2016 at the redemption prices specified in the Notes plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. In addition, the Company has the option at any time prior to December 15, 2016 to redeem some or all of the Notes at a "make-whole" redemption price specified in the Notes, plus accrued and unpaid interest, if any, to, but excluding the redemption date. In addition, the Company may redeem up to 35% of the Notes prior to December 15, 2015 under certain circumstances with the net cash proceeds from certain equity offerings at the redemption price specified in the Notes plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

Certain Covenants

The Indenture restricts the Company's ability and the ability of certain of its subsidiaries to, among other things: (i) incur, directly or indirectly, debt;
(ii) make, directly or indirectly, certain investments and restricted payments;
(iii) incur or suffer to exist, directly or indirectly, liens on its properties or assets; (iv) sell or otherwise dispose of, directly or indirectly, assets;
(v) create or otherwise cause or suffer to exist any consensual restriction on the right of certain of the Company's subsidiaries to pay dividends or make any other distributions on or in respect of their capital stock; and (vi) enter into transactions with affiliates. These covenants are subject to a number of important exceptions and qualifications.

Events of Default

The Indenture provides that each of the following is an Event of Default:
(i) default in payment of interest when due, which default continues for 30 days; (ii) default in the payment of the principal of, or premium, if any, when the same becomes due and payable at maturity, upon acceleration or redemption, required repurchase or otherwise; (iii) failure to comply with certain covenants relating to the merger or transfer of assets; (iv) failure to comply with any other covenant or agreement in the Notes or in the Indenture for 30 days after written notice; (v) default under any indebtedness of the Company or any Guarantor that results in the acceleration of the maturity of indebtedness of the Company or any Guarantor in an aggregate principal amount greater than $35.0 million; (vi) any judgment for the payment of money in an aggregate amount in excess of $35.0 million that shall be rendered against

The form of the Notes is attached as an exhibit to the Indenture, which in turn is filed as Exhibit 4.1 to this Current Report on Form 8-K (this "Form 8-K") and is incorporated herein by reference. The description of the Notes and the Indenture in this report is a summary only and is qualified in its entirety by the terms of the Indenture. A copy of the Purchase Agreement is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference. The description of the Purchase Agreement in this report is a summary and is qualified in its entirety by the terms of the Purchase Agreement.

Registration Rights Agreement

In connection with the issuance and sale of the Notes, the Company and the Guarantors entered into a registration rights agreement (the "Registration Rights Agreement") with Merrill Lynch, Pierce, Fenner & Smith Incorporated, as the representative of the Initial Purchasers, dated as of December 19, 2012. Pursuant to the Registration Rights Agreement, the Company and the Guarantors have agreed to file a registration statement with the Securities and Exchange Commission so that holders of the Notes can exchange the Notes for registered notes (the "Exchange Notes") that have substantially identical terms as the . . .

The information included in Item 1.01 of this Form 8-K is incorporated herein by reference.

On December 19, 2012, Tempur-Pedic International Inc. issued a press release announcing that it had closed its previously announced offering of $375 million aggregate principal amount of 6.875% senior notes due 2020 in a private offering to certain institutions that then resold the notes (i) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and (ii) to certain non-U.S. persons in accordance with Regulation S under the Securities Act. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

(d) Exhibits

Exhibit                                   Description

 4.1         Indenture, dated as of December 19, 2012, among Tempur-Pedic
             International Inc., the Guarantors party thereto and The Bank of New
             York Mellon Trust Company, N.A., as Trustee.

 4.2         Registration Rights Agreement, dated as of December 19, 2012, by and
             among Tempur-Pedic International Inc., the Guarantors named therein
             and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as
             representative of the several Initial Purchasers named therein.


--------------------------------------------------------------------------------
10.1    Purchase Agreement, dated December 12, 2012, among Tempur-Pedic
        International Inc., the Guarantors named therein, and Merrill Lynch,
        Pierce, Fenner & Smith Incorporated, as representative of the Initial
        Purchasers named therein.

10.2    Escrow and Security Agreement, dated as of December 19, 2012, by and among
        The Bank of New York Mellon Trust Company, N.A., as escrow agent, The Bank
        of New York Mellon Trust Company, N.A., as "bank" and "securities
        intermediary," The Bank of New York Mellon Trust Company, N.A., as trustee
        and Tempur-Pedic International Inc.

99.1      Press Release, dated December 19, 2012, of Tempur-Pedic International
        Inc. entitled "Tempur-Pedic Announces Closing of $375 Million Senior Notes
        Offering."