Purchase Agreement (2003)Full Document 

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                             Sealy Mattress Company

              $50,000,000 9.875% Senior Subordinated Notes due 2007

                               Purchase Agreement

                                                                  April 25, 2003

Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
Banc of America Securities LLC
Wachovia Securities, Inc.
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

Ladies and Gentlemen:

          Sealy Mattress Company, an Ohio corporation (the "Company"), proposes,
subject to the terms and conditions stated herein, to issue and sell to the
Purchasers named in Schedule I hereto (the "Purchasers") an aggregate of
$50,000,000 principal amount of the Company's 9.875% Senior Subordinated Notes
due 2007 (the "Securities"). The Company is a wholly-owned subsidiary of Sealy
Corporation, a Delaware Corporation ("Parent"). The Company's obligations under
the Securities will be jointly and severally guaranteed on a senior subordinated
basis (the "Guarantees") by Parent and certain of the Company's U.S.
subsidiaries (the "Subsidiary Guarantors", and, together with Parent, the
"Guarantors"). When used herein, the term "Subsidiaries" shall mean all
subsidiaries of the Company existing as of the date hereof.

          1. The Company and each of the Guarantors represent and warrant to,
and agree with, each of the Purchasers that:

               (a) An offering circular, dated the date hereof (the "Offering
     Circular"), including (i) the Parent's Annual Report on Form 10-K for the
     fiscal year ended December 1, 2002 and (ii) the Parent's Quarterly Report
     on Form 10-Q for the quarter ended March 2, 2003, which are attached to and
     made a part of the Offering Circular, will be prepared in connection with
     the offering of the Securities. Any reference to the Offering Circular
     shall be deemed to refer to and include (i) any documents filed by the
     Parent or the Company with the United States Securities and Exchange
     Commission (the "Commission") pursuant to Section 13(a), 13(c) or 15(d) of
     the United States Securities Exchange Act of 1934, as amended (the
     "Exchange Act") after the date of the Offering Circular and (ii) any
     Additional Issuer Information (as defined in Section 5(f)) furnished by the
     Parent or the Company prior to the completion of the distribution of the
     Securities; and all documents filed under the Exchange Act and so deemed to
     be included in the Offering Circular or any amendment or supplement thereto
     are hereinafter called the "Exchange Act Reports". The Exchange Act
     Reports, when they were or are filed with the Commission, conformed or will
     conform in all material respects to the applicable requirements of the
     Exchange Act and the applicable rules and regulations of the Commission
     thereunder. The Offering Circular and any amendments or supplements thereto
     and the Exchange Act Reports did not and will not, as of their respective
     dates, contain an untrue statement of a material fact or omit to state a
     material fact necessary in order to make the statements therein, in the
     light of the circumstances under which they were made, not misleading;
     provided, however, that this representation and warranty shall not apply to
     any statements or omissions made in reliance upon and in conformity with
     information furnished in

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     writing to the Company by a Purchaser through Goldman, Sachs & Co.
     expressly for use therein;

               (b) Neither the Parent, the Company nor any of the Subsidiaries
     has sustained since the date of the latest audited financial statements
     included in the Offering Circular any material loss or interference with
     its business from fire, explosion, flood or other calamity, whether or not
     covered by insurance, or from any labor dispute or court or governmental
     action, order or decree, otherwise than as set forth or contemplated in the
     Offering Circular; and, since the respective dates as of which information
     is given in the Offering Circular, there has not been any change in the
     capital stock or long-term debt of the Parent, the Company or any of the
     Subsidiaries or any material adverse change, or any development involving a
     prospective material adverse change, in or affecting the general affairs,
     management, financial position, stockholders' equity or results of
     operations of the Parent, the Company and the Subsidiaries, otherwise than
     as set forth or contemplated in the Offering Circular;

               (c) The Parent, the Company and the Subsidiaries have good and
     marketable title in fee simple to all real property and good and marketable
     title to all personal property owned by them, in each case free and clear
     of all liens, encumbrances and defects except such as are described in the
     Offering Circular or such as do not materially affect the value of such
     property and do not interfere with the use made and proposed to be made of
     such property by the Parent, the Company and the Subsidiaries; and any real
     property and buildings held under lease by the Parent, the Company and the
     Subsidiaries are held by them under valid, subsisting and enforceable
     leases with such exceptions as are not material and do not interfere with
     the use made and proposed to be made of such property and buildings by the
     Parent, the Company and the Subsidiaries;

               (d) The Parent has been duly incorporated and is validly existing
     as a corporation in good standing under the laws of Delaware, with power
     and authority to own its properties and conduct its business as described
     in the Offering Circular, and has been duly qualified as a foreign
     corporation for the transaction of business and is in good standing under
     the laws of each other jurisdiction in which it owns or leases properties
     or conducts any business so as to require such qualification, or is subject
     to no material liability or disability by reason of the failure to be so
     qualified in any such jurisdiction.

               (e) The Company has been duly incorporated and is validly
     existing as a corporation in good standing under the laws of Ohio, with
     power and authority to own its properties and conduct its business as
     described in the Offering Circular, and has been duly qualified as a
     foreign corporation for the transaction of business and is in good standing
     under the laws of each other jurisdiction in which it owns or leases
     properties or conducts any business so as to require such qualification, or
     is subject to no material liability or disability by reason of the failure
     to be so qualified in any such jurisdiction; and each Subsidiary of the
     Company has been duly incorporated and is validly existing as a corporation
     in good standing under the laws of its jurisdiction of incorporation;

               (f) The Parent has an authorized capitalization as set forth in
     the Offering Circular, and all of the issued shares of capital stock of the
     Parent have been duly and validly authorized and issued and are fully paid
     and non-assessable; and all of the issued shares of capital stock of the
     Company (except for directors' qualifying shares and except as otherwise
     set forth in the Offering Circular) are owned directly by the Parent, free
     and clear of all liens, encumbrances, equities or claims;

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               (g) The Company has an authorized capitalization as set forth in
     the Offering Circular, and all of the issued shares of capital stock of the
     Company have been duly and validly authorized and issued and are fully paid
     and non-assessable; and all of the issued shares of capital stock of each
     Subsidiary of the Company have been duly and validly authorized and issued,
     are fully paid and non-assessable and (except for directors' qualifying
     shares and except as otherwise set forth in the Offering Circular) are
     owned directly or indirectly by the Company, free and clear of all liens,
     encumbrances, equities or claims;

               (h) This Agreement has been duly authorized, executed and
     delivered by the Parent, the Company and the Subsidiaries;

               (i) The Securities have been duly authorized and, when issued and
     delivered pursuant to this Agreement, will have been duly executed,
     authenticated, issued and delivered and will constitute valid and legally
     binding obligations of the Company and the Guarantors, entitled to the
     benefits provided by the indenture dated as of December 18, 1997, as
     amended or supplemented through the Time of Delivery (as defined below) by
     any supplemental indenture (the "Indenture") between the Company, the
     Guarantors and The Bank of New York, as trustee (the "Trustee"), under
     which they are to be issued; the Indenture has been duly authorized,
     executed and delivered by the Company, the Guarantors and the Trustee, the
     Indenture constitutes a valid and legally binding instrument, enforceable
     in accordance with its terms, subject, as to enforcement, to bankruptcy,
     insolvency, reorganization and other laws of general applicability relating
     to or affecting creditors' rights and to general equity principles; and the
     Securities and the Indenture conform to the descriptions thereof in the
     Offering Circular and are in substantially the form previously delivered to
     you;

               (j) The Guarantees have been duly authorized by the Guarantors,
     and when executed, authenticated, issued and delivered pursuant to this
     Agreement and the Indenture, will constitute valid and legally binding
     obligations of the Guarantors entitled to the benefits provided by the
     Indenture, enforceable in accordance with their terms, subject, as to
     enforcement, to bankruptcy, insolvency, reorganization and other laws of
     general applicability relating to or affecting creditors' rights and to
     general equity principles. The Guarantees conform to the descriptions
     thereof in the Offering Circular;

               (k) The registration rights agreement (the "Registration Rights
     Agreement") has been duly authorized by the Company and the Guarantors, and
     when executed, authenticated, issued and delivered by the Company and the
     Guarantors, will constitute the valid and legally binding obligation of the
     Company and the Guarantors, enforceable in accordance with its terms,
     subject, as to enforcement, to bankruptcy, insolvency, reorganization and
     other laws of general applicability relating to or affecting creditors'
     rights and to general equity principles. Pursuant to the Registration
     Rights Agreement, the Company will agree to file with the Commission, under
     the circumstances set forth therein, (i) a registration statement under the
     United States Securities Act of 1933, as amended (the "Act") relating to
     another series of debt securities of the Company with terms substantially
     identical to the Securities (the "Exchange Securities") to be offered in
     exchange for the Securities (the "Exchange Offer"), and (ii) to the extent
     required by the Registration Rights Agreement, a shelf registration
     statement pursuant to Rule 415 of the Act relating to the resale by certain
     holders of the Securities, and in each case, to use its best efforts to

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