Item 1.01. Entry into a Material Definitive Agreement

On April 6, 2023, Tempur Sealy International, Inc. (the "Company") and Tempur Sealy Receivables, LLC (the "Borrower") entered into a Second Amended and Restated Credit and Security Agreement ("Amended Credit Agreement") with Wells Fargo Bank, National Association, as administrative agent and as lender and Sumitomo Mitsui Banking Corporation (each a "Lender"). The Amended Credit Agreement amends and restates that certain Amended and Restated Credit and Security Agreement dated April 6, 2021 among the parties thereto (the "First Amended Credit Agreement") and relates to the Company's accounts receivable securitization facility (the "Facility") regarding certain indebtedness and other obligations owed to subsidiaries of the Company arising from the sale of goods or provision of services by these subsidiaries.

The Amended Credit Agreement provides for revolving loans (the "Loans") to be made from time to time by the Lenders to the Borrower, in a maximum amount that varies over the course of the year based on seasonality subject to an overall limit of $200 million. Under the Amended Credit Agreement, the Loans will bear interest at a floating rate initially equal to a one-month SOFR index plus 10 basis points of credit spread adjustment, plus 85 basis points. The terms of the Facility are otherwise substantially unchanged from the First Amended Credit Agreement.

A copy of the Amended Credit Agreement is included as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing description of the Amended Credit Agreement does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.1 of 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.

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                     Second Amended and Restated Credit and Security Agreement     dated
                       A    pril     6, 2023,     among Tempur Sealy International, Inc., as master
                       servicer, Tempur Sealy Receivables, LLC, as borrower, the Lenders from time
                       to time party thereto, and Wells Fargo Bank, National Association, as
                       administrative agent.
104                    Cover page interactive data file (embedded within the Inline XBRL document).

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