EX-4.2 3 tpx-2020930xexhibit42.htm EX-4.2
Exhibit 4.2
THIRD SUPPLEMENTAL INDENTURE
dated as of October 14, 2020
among
TEMPUR SEALY INTERNATIONAL, INC.,
The Guarantor Party Hereto and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee

5.500% Senior Notes due 2026
THIS THIRD SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of October 14, 2020, among TEMPUR SEALY INTERNATIONAL, INC., a Delaware corporation (the “Company”), SHERWOOD NORTHEAST, LLC, a Delaware limited liability company (the “Undersigned”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (the “Trustee”).
RECITALS
WHEREAS, the Company, the Guarantors party thereto and the Trustee entered into an Indenture, dated as of May 24, 2016 (the “Indenture”), relating to the Company’s 5.500% Senior Notes due 2026 (the “Notes”);
WHEREAS, as a condition to the Trustee entering into the Indenture and the purchase of the Notes by the Holders, the Company agreed pursuant to the Indenture to cause any Domestic Restricted Subsidiary that guarantees or becomes an obligor under the Company’s Credit Agreement following the Issue Date to provide Note Guaranties.
AGREEMENT

NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby agree as follows:
Section 1. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.
Section 2. The Undersigned, by its execution of this Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article 10 thereof.
Section 3. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.
Section 4. This Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument.
Section 5. This Supplemental Indenture is an amendment supplemental to the Indenture, and the Indenture and this Supplemental Indenture will henceforth be read together.
Section 6. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or the Guarantees provided by the Guarantor party to this Supplemental Indenture.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.
TEMPUR SEALY INTERNATIONAL, INC.,
as Issuer

By: | /s/ James M. Schockett
| Name: James M. Schocket
| Title: Vice President, Treasurer an Assistant Secretary

SHERWOOD NORTHEAST, LLC,
as Guarantor

By: | /s/ James M. Schockett
| Name: James M. Schocket
| Title: Vice President, Treasurer an Assistant Secretary

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

By: | /s/ Valere Boyd
| Name: Valere Boyd
| Title: Vice President