BY AND AMONGStock Purchase Agreement • May 12th, 2000 • Sleepmaster LLC • Household furniture • New York
AGREEMENTAgreement • April 19th, 2000 • Sleepmaster LLC • Household furniture
RECITALSPledge Agreement • July 17th, 2000 • Sleepmaster LLC • Household furniture • North Carolina
SLEEPMASTER L.L.C. and SLEEPMASTER FINANCE CORPORATION as Issuer,Supplemental Indenture • March 30th, 2000 • Sleepmaster LLC • Household furniture • New York
WAIVER AGREEMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 14th, 2001 • Sleepmaster LLC • Household furniture • North Carolina
WITNESSETH:License Agreement • July 17th, 2000 • Sleepmaster LLC • Household furniture • Illinois
RECITALSSecurity Agreement • July 17th, 2000 • Sleepmaster LLC • Household furniture • North Carolina
1 Exhibit 10.18 SLEEPMASTER HOLDINGS L.L.C. THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT THE MEMBERSHIP INTERESTS REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE FOR INVESTMENT ONLY BY "ACCREDITED INVESTORS" AS THAT TERM IS...Sleepmaster LLC • September 13th, 2000 • Household furniture • New York
1 EXHIBIT 10.1 ---------------------------------------------------------------- ---------------- $172,500,000Credit Agreement • July 17th, 2000 • Sleepmaster LLC • Household furniture • North Carolina
1 EXHIBIT 10.85 WAIVER AND SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIS WAIVER AND SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (the "Amendment") dated as of May 15, 2001 is to that Third Amended and Restated...Credit Agreement • May 21st, 2001 • Sleepmaster LLC • Household furniture • North Carolina
SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 12th, 2000 • Sleepmaster LLC • Household furniture • North Carolina
ARTICLE ILoan Agreement • July 17th, 2000 • Sleepmaster LLC • Household furniture
EXHIBIT 10.87 SECOND WAIVER AGREEMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIS SECOND WAIVER AGREEMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (the "Waiver") dated as of July 24, 2001 is to that Third Amended and Restated Credit...Credit Agreement • August 14th, 2001 • Sleepmaster LLC • Household furniture • North Carolina
PAGE ARTICLE I DEFINITIONS..................................................... ......................................................1 1.1 Definitions; Interp retation....................................................................... .........1...Note and Warrant Purchase Agreement • May 21st, 2001 • Sleepmaster LLC • Household furniture • New York
TABLE OF CONTENTSSleepmaster LLC • July 12th, 2000 • Household furniture
EXHIBIT 10.13Employment Agreement • July 17th, 2000 • Sleepmaster LLC • Household furniture • New Jersey
JOINDER TO AMENDED AND RESTATED SECURITYHOLDERS AGREEMENTSecurityholders Agreement • July 12th, 2000 • Sleepmaster LLC • Household furniture • New York
Mr. Stephen D. Lund c/o Adam Wuest, Inc. 645 Linn Street Cincinnati, Ohio 45203 2 5. GOVERNING LAW. THE LIMITED LIABILITY COMPANY LAWS OF THE STATE OF NEW JERSEY WILL GOVERN ALL QUESTIONS CONCERNING THE RELATIVE RIGHTS OF THE COMPANY AND ITS MEMBERS....Registration Rights Agreement • July 12th, 2000 • Sleepmaster LLC • Household furniture • New York
By: /s/ James P. Koscica __________________________ Name: Title:Sleepmaster LLC • July 12th, 2000 • Household furniture
1 EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • July 17th, 2000 • Sleepmaster LLC • Household furniture • Delaware
2- 3 (iv) The issuance of certificates for Warrant Interests upon exercise of this Warrant shall be made without charge to the Registered Holder or the Purchaser for any issuance tax in respect thereof or other cost incurred by the Company in...Purchase Agreement • May 21st, 2001 • Sleepmaster LLC • Household furniture • Delaware
1 EXHIBIT 10.11 AMENDED AND RESTATED REIMBURSEMENT AND SECURITY AGREEMENTReimbursement and Security Agreement • July 17th, 2000 • Sleepmaster LLC • Household furniture • North Carolina
2- 3 (iv) The issuance of certificates for Warrant Interests upon exercise of this Warrant shall be made without charge to the Registered Holder or the Purchaser for any issuance tax in respect thereof or other cost incurred by the Company in...Purchase Agreement • May 21st, 2001 • Sleepmaster LLC • Household furniture • Delaware
1 EXHIBIT 10.14Securities Agreement • July 17th, 2000 • Sleepmaster LLC • Household furniture • New Jersey
1 LABOR AGREEMENT BETWEENLabor Agreement • July 12th, 2000 • Sleepmaster LLC • Household furniture
TRUST INDENTURE betweenTrust Indenture • July 17th, 2000 • Sleepmaster LLC • Household furniture • North Carolina
1 EXECUTION COPY EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT is dated as of April 28, 2000, by and among Simon Mattress Manufacturing Co., a California corporation (the "Company"), Sleepmaster Holdings L.L.C., a New Jersey limited liability company...Employment Agreement • July 12th, 2000 • Sleepmaster LLC • Household furniture • New Jersey
1 EXHIBIT 4.6 PREFERRED UNIT REPLACEMENT ISO OPTION AGREEMENT PREFERRED UNIT REPLACEMENT ISO OPTION AGREEMENT, dated as of June 30, 2000, by and between SLEEPMASTER HOLDINGS L.L.C., a New Jersey limited liability company (the "Company"), and Hampton...Preferred Unit Replacement Iso Option Agreement • July 17th, 2000 • Sleepmaster LLC • Household furniture • New York
WITNESSETH:Standard License Agreement • July 12th, 2000 • Sleepmaster LLC • Household furniture • Illinois
1 1996 - 2001 AGREEMENT Between SIMON MATTRESS MANUFACTURING COMPANY and BROTHERHOOD OF TEAMSTERS, LOCAL #4902001 Agreement • July 12th, 2000 • Sleepmaster LLC • Household furniture
1 EXHIBIT 4.5 COMMON UNIT REPLACEMENT ISO OPTION AGREEMENT COMMON UNIT REPLACEMENT ISO OPTION AGREEMENT, dated as of June 30, 2000, by and between SLEEPMASTER HOLDINGS L.L.C., a New Jersey limited liability company (the "Company"), and Thomas...Common Unit Replacement Iso Option Agreement • July 17th, 2000 • Sleepmaster LLC • Household furniture • New York
EXHIBIT 10.16Employment and Management Securities Agreement • July 17th, 2000 • Sleepmaster LLC • Household furniture • New Jersey
WITNESSETH:Francisco Standard License Agreement • July 12th, 2000 • Sleepmaster LLC • Household furniture • Illinois
1 EXHIBIT 10.17 BOARD OF ADVISORS AND UNIT PURCHASE AGREEMENT This BOARD OF ADVISOR AND UNIT PURCHASE AGREEMENT ("Agreement") is dated as of June 30, 2000, by and among Sleepmaster Holdings L.L.C., a New Jersey limited liability company (the...Board of Advisors and Unit Purchase Agreement • July 17th, 2000 • Sleepmaster LLC • Household furniture • New York
1 EXHIBIT 10.10 SUPPLEMENTAL ASSIGNMENT AND ASSUMPTION AGREEMENT THIS SUPPLEMENTAL ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Supplemental Agreement") dated as of March 17, 1998, is made by and between Dixie Bedding Company, a North Carolina...Supplemental Assignment and Assumption Agreement • July 17th, 2000 • Sleepmaster LLC • Household furniture
