SLEEPMASTER L.L.C. SLEEPMASTER FINANCE CORPORATION AS ISSUERS,Lower Road Associates LLC • June 30th, 1999 • New York
INDEXLower Road Associates LLC • September 3rd, 1999 • Household furniture • Ontario
BY AND AMONGStock Purchase Agreement • June 30th, 1999 • Lower Road Associates LLC • New York
HERR MANUFACTURING COMPANY (a Pennsylvania corporation) PALM BEACH BEDDING COMPANY (a Florida corporation) LOWER ROAD ASSOCIATES, LLC (a New Jersey limited liability company)Purchase Agreement • June 30th, 1999 • Lower Road Associates LLC • New York
Article I DefinitionsOption Agreement • June 30th, 1999 • Lower Road Associates LLC • New York
1 EXHIBIT 10.48 LOAN AGREEMENTLoan Agreement • November 12th, 1999 • Lower Road Associates LLC • Household furniture
1 EXHIBIT 10.38 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 30th, 1999 • Lower Road Associates LLC • Florida
EXECUTION COPY WARRANT AGREEMENT WARRANT AGREEMENT, dated as of November 5, 1999 by and between CITICORP MEZZANINE PARTNERS, L.P., a Delaware limited partnership (the "Purchaser"), and SLEEPMASTER HOLDINGS L.L.C., a New Jersey limited liability...Warrant Agreement • November 12th, 1999 • Lower Road Associates LLC • Household furniture • Delaware
1 EXHIBIT 10.32Operating Agreement • June 30th, 1999 • Lower Road Associates LLC • Delaware
1 EXHIBIT 10.35 AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 12th, 1999 • Lower Road Associates LLC • Household furniture • North Carolina
1 EXHIBIT 10.31Registration Rights Agreement • June 30th, 1999 • Lower Road Associates LLC • New York
EXECUTION COPY THIS WARRANT WAS ORIGINALLY ISSUED ON NOVEMBER 5, 1999 AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT, THE RULES AND REGULATIONS THEREUNDER OR THE PROVISIONS...Lower Road Associates LLC • November 12th, 1999 • Household furniture • Delaware
TRUST INDENTURE between COUNTY OF HAMILTON, OHIO and THE FIFTH THIRD BANK, as Trustee SECURING: $2,980,000 COUNTY OF HAMILTON OHIO ECONOMIC DEVELOPMENT REVENUE REFUNDING BONDS, SERIES 1994 (ADAM WUEST, INC. PROJECT) AND ADDITIONAL BONDS (IF ISSUED) ON...Lower Road Associates LLC • November 12th, 1999 • Household furniture
WITNESSETH:Lower Road Associates LLC • June 30th, 1999
2 - 3 services during such shortened period shall be calculated utilizing a "replaced" Target EBITDA amount for purposes of calculating the Bonus Payment during that shortened period, equal to an amount equal to the Target EBITDA with respect to such...Employment Agreement • June 30th, 1999 • Lower Road Associates LLC • Florida
1 EXHIBIT 10.1 REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY 18, 1999Registration Rights Agreement • June 30th, 1999 • Lower Road Associates LLC • New York
CLEVELAND STANDARD LICENSE AGREEMENT SERTA, INC. THIS AGREEMENT, dated this 4th day of November, 1989 by and between SERTA, INC., a Delaware corporation (hereinafter referred to as "Serta"), and Adam Wuest, Inc. (check as appropriate) ( X )...License Agreement • November 12th, 1999 • Lower Road Associates LLC • Household furniture • Illinois
Page ARTICLE 1 GENERAL......................................................... ........................................ 1 1.1 Definitions..................... ............................................................... 1 1.2 Construct...Limited Liability Company Operating Agreement • June 30th, 1999 • Lower Road Associates LLC • New York
2- 3 "Person" means an individual, a partnership, a corporation, an association, a limited liability company, a joint stock company, a trust, a joint venture, an unincorporated organization or a governmental entity or any department, agency or...Employment Agreement • September 24th, 1999 • Lower Road Associates LLC • Household furniture • New York
BY AND AMONGAsset Purchase Agreement • November 12th, 1999 • Lower Road Associates LLC • Household furniture • New York
ASSET PURCHASE AGREEMENT by and among STAR BEDDING PRODUCTS LIMITED and SLEEPMASTER L.L.C. as Purchaser and STAR BEDDING PRODUCTS (1986) LIMITED, and CECIL BRAUER, as SellerAsset Purchase Agreement • June 30th, 1999 • Lower Road Associates LLC • Ontario
COMMONWEALTH OF PENNSYLVANIA THIS IS AN OPEN-END MORTGAGE SECURING FUTURE ADVANCES UP TO COUNTY OF LANCASTER A MAXIMUM PRINCIPAL AMOUNT OF $25,000,000 MILLION PLUS ACCRUED INTEREST AND OTHER INDEBTEDNESS AS DESCRIBED IN 42 PA C.S.A. SECTION 8143...Mortgage and Security Agreement • November 12th, 1999 • Lower Road Associates LLC • Household furniture • North Carolina
2- 3 "Person" means an individual, a partnership, a corporation, an association, a limited liability company, a joint stock company, a trust, a joint venture, an unincorporated organization or a governmental entity or any department, agency or...Employment Agreement • June 30th, 1999 • Lower Road Associates LLC • New York
JOINDER TO AMENDED AND RESTATED SECURITYHOLDERS AGREEMENTSecurityholders Agreement • June 30th, 1999 • Lower Road Associates LLC
Article I DefinitionsOption Agreement • June 30th, 1999 • Lower Road Associates LLC • New York
ASSIGNMENTAgreement • June 30th, 1999 • Lower Road Associates LLC
WITNESSETH:Agreement • June 30th, 1999 • Lower Road Associates LLC
STANDARD LICENSE AGREEMENT SERTA, INC. THIS AGREEMENT, dated this 4th day of November 1989 by and between SERTA, INC., a Delaware corporation (hereinafter referred to as "Serta"), and Palm Beach Bedding Co. (check as appropriate) /X/ corporation / /...Memorandum of Agreement • June 30th, 1999 • Lower Road Associates LLC • Illinois
1 EXHIBIT 10.23 TRUST INDENTURE PALM BEACH COUNTY, FLORIDATrust Indenture • June 30th, 1999 • Lower Road Associates LLC
SUBORDINATED NOTESubordinated Credit Agreement • November 12th, 1999 • Lower Road Associates LLC • Household furniture • New York
3- 4 "Securityholders Agreement" means the Securityholders Agreement dated as of March 3, 1998 by and among the Company, the Investor and certain other parties thereto.Employment and Stock Purchase Agreement • June 30th, 1999 • Lower Road Associates LLC • New Jersey
1 EXHIBIT 10.51 PREPARED BY AND RETURN TO: MOORE & VAN ALLEN, PLLC (JWG) NATIONSBANK CORPORATE CENTER 100 NORTH TRYON STREET, 47TH FLOOR CHARLOTTE, NORTH CAROLINA 28202-4003 FIRST AMENDMENT TO MORTGAGE AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO...Mortgage and Security Agreement • November 12th, 1999 • Lower Road Associates LLC • Household furniture • Florida
2- 3 acknowledges that the provision for the Security Letter of Credit and its continued maintenance are the reasons Lender has entered into this Amendment and granted the waivers set forth herein. Consequently, the Borrower agrees that it will cause...Reimbursement Agreement • September 3rd, 1999 • Lower Road Associates LLC • Household furniture • Florida
RECITALS:Mortgage and Security Agreement • November 12th, 1999 • Lower Road Associates LLC • Household furniture • North Carolina
1 EXHIBIT 10.30 THIS JUNIOR SUBORDINATED NOTE WAS ORIGINALLY ISSUED ON JUNE __, 1999, AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT...Lower Road Associates LLC • June 30th, 1999 • New York
