BOND PURCHASE AGREEMENT

Bernalillo County, New Mexico Taxable Variable Rate Industrial Revenue Bonds (Tempur Production USA, Inc. Project) Series 2005A October 26, 2005 Bernalillo County, New Mexico One Civic Plaza NW Albuquerque, New Mexico 87102 Tempur Production USA, Inc.1713 Jaggie Fox Way Lexington, Kentucky 40511.

Ladies and Gentlemen:

Banc of America Securities LLC (the "Underwriter") hereby offers to enter into this Bond Purchase Agreement (this "Bond Purchase Agreement") with Bernalillo County, New Mexico, a political subdivision of the State of New Mexico (the "Issuer"), and Tempur Production USA, Inc., a Virginia corporation (the "Company").

The offer is hereby made subject to acceptance by the Issuer and the Company (by the execution and delivery of this Bond Purchase Agreement to the Underwriter) on or before 6:00 p. m. New York, New York time, on October 26, 2005, and upon such acceptance this Bond Purchase Agreement shall be in full force and effect in accordance with its terms and shall be binding upon the Issuer, the Company and the Underwriter. The Company is entering into this Bond Purchase Agreement to induce the Issuer to sell and the Underwriter to purchase$53,925,000 initial aggregate principal amount of the Bernalillo County, New Mexico Taxable Variable Rate Industrial Revenue Bonds (Tempur Production USA, Inc. Project) Series 2005A (the "Initial Series 2005A Bonds"), on the terms set forth herein. The Company, by its acceptance hereof, requests that the Issuer issue and the Underwriter purchase the Initial Series 2005A Bonds.

The Initial Series 2005A Bonds will be issued pursuant to the provisions of a Trust Indenture, dated as of September 1, 2005 (the "Indenture"), by and between the Issuer and The Bank of New York Trust Company, N. A., as trustee (the "Trustee"), in order

(i) to finance the acquisition and construction of a manufacturing facility (the "Project") to be leased by the Issuer to the Company pursuant to the provisions of a Lease Agreement dated as of September 1, 2005 (the "Lease Agreement") between the Issuer and the Company and used by the Company in the manufacture of mattresses and neck pillows and

(ii) to pay certain costs of issuing the Bonds (as hereinafter defined). Contemporaneously with the issuance of the Initial Series 2005A Bonds, Bank of America, N. A. (the "Bank") will issue its irrevocable Letter of Credit (the "Letter of Credit") in favor of the Trustee, for the account of the Company, obligating the Bank to pay to the Trustee, in accordance with the terms thereof, upon presentation of drafts and certificates as required therein, certain amounts specified therein for payment of the principal or purchase price of and interest on the Initial Series 2005A Bonds.

The Indenture permits the issuance by the Issuer of additional Taxable Variable Rate Industrial Revenue Bonds (Tempur Production USA, Inc. Project) Series 2005A (the "Additional Series 2005A Bonds") from time to time bearing interest at the same rates and repayable on the same dates as the Initial Series 2005A Bonds and otherwise on a parity with the Initial Series 2005A Bonds as to security and right to payment from draws on the Letter of Credit, as amended in connection with the issuance of such Additional Series 2005A Bonds (the Initial Series 2005A Bonds and any Additional Series 2005A Bonds sold pursuant to the terms hereof being hereinafter referred to together as the "Series 2005A Bonds") to finance additional costs of the Project leased to the Company and costs of issuance of the Bonds, provided that the aggregate principal amount of the Series 2005A Bonds that may be issued under the Indenture shall not exceed$75,000,000 (the "Maximum Permitted Amount").

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