Item 1.01. Entry into a Material Definitive Agreement
On
The obligations of the Borrower under the Amended Credit Agreement will be secured by the Receivables and certain related rights, including rights under the amended and restated receivables sale agreements with the Originators. The Borrower will have no material assets other than the Receivables, which will continue to be owned by the Borrower and will continue to be reflected as assets on the Company's consolidated balance sheet. The Amended Credit Agreement contains customary events of default (referred to in the Amended Credit Agreement as "Facility Termination Events", and which are in some cases subject to certain exceptions, thresholds, notice requirements and grace periods), including, but not limited to, non-payment of principal or interest or other amounts, misrepresentations, failure to perform or observe covenants, cross-defaults with certain other indebtedness or material agreements, certain change in control events, voluntary or involuntary bankruptcy proceedings, certain judgments or decrees, failure of the Amended Credit Agreement or other loan documents to be in full force and effect, certain ERISA events and certain judgments. The Amended Credit Agreement also contains certain representations, warranties and conditions, in each case as set forth in the Amended Credit Agreement.
Copies of the Omnibus Amendment, the Amended Credit Agreement and the two amended and restated receivables sale agreements with the Originators are included as Exhibits 10.1-10.4 to this Current Report on Form 8-K. The foregoing descriptions of the Omnibus Amendment, the Amended Credit Agreement and amended and restated receivables sale agreements do not purport to be complete and are qualified in their entirety by reference to Exhibits 10.1-10.4 to this Current Report on Form 8-K.
Each Lender and its affiliates have various relationships with the Company involving the provision of financial services from time to time, including other credit facilities with the Company and its affiliates, investment banking, cash management, equipment leasing and other services.
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Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Omnibus Amendment No. 2, dated as ofApril 6, 2021 , by and amongTempur Sealy International, Inc. ,Tempur Sealy Receivables, LLC ,Tempur-Pedic North America, LLC ,Sealy Mattress Manufacturing Company, LLC ,Sumitomo Mitsui Banking Corporation , as lender, andWells Fargo Bank, National Association , as administrative agent and as lender. 10.2 Annex A to Omnibus Amendment No. 2 - Amended and Restated Receivables Sale Agreement, dated as ofApril 6, 2021 , by and betweenSealy Mattress Manufacturing Company, LLC , as seller, andTempur-Pedic North America, LLC , as purchaser. 10.3 Annex B to Omnibus Amendment No. 2 - Amended and Restated Receivables Sale and Contribution Agreement, dated as ofApril 6, 2021 , by and betweenTempur-Pedic North America, LLC , as seller and contributor, andTempur Sealy Receivables, LLC , as purchaser and contributee. 10.4 Annex C to Omnibus Amendment No. 2 - Amended and Restated Credit and Security Agreement, dated as ofApril 6, 2021 , amongTempur Sealy International, Inc. , as master servicer,Tempur Sealy Receivables, LLC , as borrower, the Lenders from time to time party thereto, andWells Fargo Bank, National Association , as administrative agent. Cover page interactive data file (embedded within the Inline XBRL 104 document).
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