TEMPUR WORLD, LLC

BERNALILLO COUNTY, NEW MEXICO

And

TEMPUR PRODUCTION USA, INC.

BOND PURCHASE AGREEMENT

Dated: October 26, 2005

Bernalillo County, New Mexico

Taxable Industrial Revenue Bonds

(Tempur Production USA, Inc. Project)

Fixed Rate Unsecured Industrial Revenue Bonds Series 2005B

BOND PURCHASE AGREEMENT

TEMPUR WORLD, LLC (together with its successors, assigns and transferees, the "Purchaser"), BERNALILLO COUNTY, NEW MEXICO (the "Issuer") and TEMPUR PRODUCTION USA, INC. (the "Company") agree:

Section 1. Recitals. The Issuer and The Bank of New York Trust Company, N. A., as Trustee (the "Trustee"), have entered into a Trust Indenture dated as of September 1, 2005 (the "Indenture"). Pursuant to the Indenture, the Issuer will issue its Taxable Industrial Revenue Bonds (Tempur Production USA, Inc. Project) Fixed Rate Unsecured Industrial Revenue Bonds Series 2005B in the maximum principal amount of $25,000,000 (the "Bonds"). Proceeds of the Bonds will be used to finance the acquisition, construction and equipping of an approximately 750,000 square foot mattress and pillow manufacturing plant in the County of Bernalillo, City of Albuquerque, New Mexico (the " Project").

Section 2. Purchase and Delivery. On the basis of the representations and covenants contained in this Bond Purchase Agreement (this "Agreement") and subject to the terms and conditions contained in this Agreement, the Purchaser agrees to purchase the Bonds from the Issuer and the Issuer agrees to sell the Bonds to the Purchaser. As consideration for the sale of the Bonds, the Purchaser agrees to make advances on the Bonds at the times and under the conditions specified in Section 2.10 of the Indenture. The Issuer will deliver the initial Bonds to the Purchaser, at or prior to 10:00 a.m., Eastern Time, on October 27, 2005, or at such other time not later than five business days thereafter as the Issuer, the Trustee and the Purchaser may agree (the "Closing Date").

Section 3. Issuer Representations. The Issuer represents that, as of the date of this Agreement:

(a) Each of the representations of the Issuer in the Lease Agreement dated as of September 1, 2005 (the "Lease" and, together with the Indenture and this Bond Purchase Agreement, the "Bond Documents") and the Indenture is true and correct as if made on and as of the date of this Agreement.

(b) Pursuant to an ordinance duly adopted by the County Commission of the Issuer on August 23, 2005 (the "Bond Ordinance"), the Issuer duly authorized and approved (i) the execution and delivery by the Issuer of the Bond Documents and the performance by the Issuer of its obligations under the Bond Documents, and (ii) the issuance, execution and delivery of the Bonds. The Bond Ordinance has not been amended, modified or repealed.

(c) The Issuer is duly authorized under the Constitution and laws of the State to issue the Bonds and to execute, deliver and perform its obligations under the Bond Documents and the Bonds, to pledge the security described in the Indenture and pledged thereby in the manner and to the extent therein set forth; based on the opinion of Bond Counsel, all actions required of the Issuer for the issuance of the Bonds and the execution and delivery of, and the performance of its obligations under, the Bond Documents and the Bonds have been duly and effectively taken; the Bond Documents have been duly executed, issued and delivered by the Issuer and, assuming the due authorization and execution thereof by the other parties thereto, are valid, binding and enforceable agreements of the Issuer, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and general principles of equity, and, based on the opinion of Bond Counsel, the Bonds have been duly authorized, executed, issued and delivered and constitute, and in the hands of the Purchaser will constitute, valid and binding limited obligations of the Issuer, enforceable in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors' rights generally and general principles of equity.

(d) There is no action, suit, proceeding, inquiry or investigation at law or in equity or before or by any court, public board or body or other governmental authority pending, with respect to which the Issuer has received service of process, or, to the knowledge of the Issuer, threatened against or affecting it wherein an unfavorable decision, ruling or finding could adversely affect the transactions contemplated by this Agreement, or which in any way raises any question concerning the validity of the Bonds or the Bond Documents, nor to the best knowledge and belief of the Issuer is there any basis therefor.

(e) The execution, delivery and performance by the Issuer of the Bond Documents and the Bonds do not and will not violate any order, injunction, ruling or decree by which the Issuer is bound, and do not and will not constitute a breach of or a default under any agreement, indenture, mortgage, lease, note or other obligation, instrument or arrangement to which the Issuer is a party or by which the Issuer or any of its property is bound, or contravene or constitute a violation of any law, rule or regulation to which the Issuer or any of its property is subject, and no approval or other action by, or filing or registration with, any governmental authority or agency is required in connection therewith which has not been previously obtained or accomplished (except that the Issuer makes no representation as to compliance with state securities or "Blue Sky" laws or the securities laws of the United States and as to any permits, governmental permissions, including environmental clearances, rights and licenses as may be necessary for the construction and operation of the Project, as to which no representation or warranty or covenant is made).

详文见附件