INDENTUREBedding Experts Inc • February 2nd, 2000 • New York
amongCredit Agreement • February 2nd, 2000 • Bedding Experts Inc • New York
EXECUTION COPY STOCKHOLDERS AGREEMENT This STOCKHOLDERS AGREEMENT is dated as of August 6, 1999, by and among Mattress Discounters Holding Corporation, a Virginia corporation (the "Company"); Mattress Discounters Holding L.L.C., a Delaware limited...Stockholders Agreement • February 2nd, 2000 • Bedding Experts Inc • Virginia
EXHIBIT 10.29 WARRANT AGREEMENT Dated as of August 6, 1999 By and Between MATTRESS DISCOUNTERS HOLDING CORPORATIONWarrant Agreement • February 2nd, 2000 • Bedding Experts Inc • New York
Amendment No. 1 dated June 30, 1997, to Letter Agreement dated March 17, -- 1997 (the "Original Contract") between Sealy, Inc., an Ohio corporation and Mattress Discounters Corporation, a Delaware corporation ("Mattress Discounters").Letter Agreement • June 22nd, 2000 • Bedding Experts Inc • Retail-furniture stores
EXHIBIT 10.13 ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement (the "Agreement") is entered into as of August 6, 1999, by and between Heilig-Meyers Company ("Heilig") and Mattress Discounters Corporation ("Mattress"), a...Assignment and Assumption Agreement • February 2nd, 2000 • Bedding Experts Inc
Mattress Discounters Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $140,000,000 aggregate principal amount ------- of its 12 5/8% Senior Notes due 2007 (the "Notes"). The Notes will be issued ----- pursuant to an...Bedding Experts Inc • February 2nd, 2000 • New York
RECITALSSupply Agreement • June 22nd, 2000 • Bedding Experts Inc • Retail-furniture stores • Virginia
EXECUTION COPY MANAGEMENT SERVICES AGREEMENT THIS AGREEMENT is made as of August 6, 1999 by and among Mattress Discounters Holding Corporation, a Virginia corporation ("Holdings"), and Mattress Discounters Corporation, a Delaware corporation ("MD";...Management Services Agreement • February 2nd, 2000 • Bedding Experts Inc • New York
EXHIBIT 10.15 TAX SHARING AGREEMENT This agreement is effective as of August 6, 1999 between and among Mattress Discounters Holding L.L.C. ("LLC"), Mattress Discounters Holding Corporation ("Holding"), Mattress Discounters Corporation ("Discounters"),...Tax Sharing Agreement • February 2nd, 2000 • Bedding Experts Inc • New York
EXHIBIT 10.25 MATTRESS HOLDING CORPORATION MATTRESS DISCOUNTERS CORPORATION EMPLOYMENT AGREEMENT --------------------Employment Agreement • February 2nd, 2000 • Bedding Experts Inc • New York
EXHIBIT 10.19 MATTRESS HOLDING CORPORATION AGREEMENT EVIDENCING A GRANT OF A NONQUALIFIED STOCK OPTION UNDER 1999 STOCK OPTION PLANBedding Experts Inc • May 23rd, 2000 • Retail-furniture stores
3. Exercise of Option. Subject to the earlier termination of the Option as provided herein and in the Plan and subject to Section 5 hereof, the Option may be exercised, in whole or in part, to the extent it has become vested, by written notice to the...Bedding Experts Inc • May 23rd, 2000 • Retail-furniture stores
Pursuant to Section 5.2(b) of that certain Transaction Agreement dated as of May 28, 1999, as amended (the "Transaction Agreement"), by and among Heilig- --------------------- Meyers Company, Heilig-Meyers Associates, Inc. and MD Acquisition...Bedding Experts Inc • February 2nd, 2000
made byGuarantee and Collateral Agreement • February 2nd, 2000 • Bedding Experts Inc • New York
Pursuant to Section 5.2(b) of that certain Transaction Agreement dated as of May 28, 1999, as amended (the "Transaction Agreement"), by and among Heilig- --------------------- Meyers Company, Heilig-Meyers Associates, Inc. and MD Acquisition...Bedding Experts Inc • February 2nd, 2000
EXHIBIT 2.3 AMENDMENT NO. 2 TO THE TRANSACTION AGREEMENT THIS AMENDMENT NO. 2 ("Amendment No. 2") to the Transaction Agreement dated as of May 28, 1999 and amended by Amendment No. 1 thereto dated July 15, 1999 (as amended, the "Agreement") by and...Transaction Agreement • February 2nd, 2000 • Bedding Experts Inc • Virginia
EXECUTION COPY MATTRESS DISCOUNTERS CORPORATION EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of August 6, 1999, between Mattress Discounters Corporation, a Delaware corporation (the "Company"), and Richard L. Branch ("Executive"). In consideration...Employment Agreement • February 2nd, 2000 • Bedding Experts Inc • Delaware
1. Employment. The Company agrees to employ Executive, and Executive ---------- hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement for the period beginning on the date hereof and ending as provided in...Employment Agreement • May 23rd, 2000 • Bedding Experts Inc • Retail-furniture stores • New York
RECITALSIndemnity Agreement • February 2nd, 2000 • Bedding Experts Inc
1. Employment. The Company agrees to employ Executive, and Executive ---------- hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement for the period beginning on the date hereof and ending as provided in...Employment Agreement • May 23rd, 2000 • Bedding Experts Inc • Retail-furniture stores • Delaware
Exhibit 10.1 EXECUTION COPY REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT is dated as of August 6, 1999 by and among Mattress Discounters Holding Corporation, a Virginia corporation (the "Company"); Mattress Discounters Holding...Registration Rights Agreement • February 2nd, 2000 • Bedding Experts Inc • New York
TAX AGREEMENTTax Agreement • February 2nd, 2000 • Bedding Experts Inc
THIS COMMON STOCK REGISTRATION RIGHTS AGREEMENT (the "Agreement") is --------- made and entered into as of August 6, 1999, among Mattress Discounters Holding Corporation, a Virginia corporation ("Holdings"), Mattress Discounters Holding --------...Common Stock Registration Rights Agreement • February 2nd, 2000 • Bedding Experts Inc
WHEREAS, Mattress Discounters and Sealy entered into a letter agreement dated March 17, 1997 which established a supply arrangement under which Sealy supplies bedding products to Mattress Discounters, and have amended that letter agreement on June 30,...Supply Agreement • June 22nd, 2000 • Bedding Experts Inc • Retail-furniture stores
EXECUTION COPY MATTRESS DISCOUNTERS HOLDING CORPORATION EXECUTIVE STOCK AND OPTION AGREEMENT THIS EXECUTIVE STOCK AND OPTION AGREEMENT (this "Agreement") is made and entered into as of August 6, 1999 by and between Mattress Discounters Holding...Executive Stock and Option Agreement • February 2nd, 2000 • Bedding Experts Inc • New York
AGREEMENT ---------Landlord Agreement • February 2nd, 2000 • Bedding Experts Inc • Virginia
LETTERHEAD OF SEALY, INC. Sealy Drive One Office Parkway Trinity, NC 27370 January 1, 2000 Mr. Stephen A. Walker Chief Executive Officer Mattress Discounters 9822 Fallard Ct. Upper Marlboro, MD 10772 Dear Steve: This letter is to confirm our mutual...Bedding Experts Inc • July 14th, 2000 • Retail-furniture stores
This letter is to confirm our mutual understanding effective August 6, 1999 that our letter agreement, dated March 17, 1997, as amended to date (the "Mattress Discounters Agreement"), has been extended for two additional one-year periods: Year 6, consisting of July 1, 2002 through June 30, 2003; and Year 7, consisting of July 1, 2003 through June 30, 2004. These two periods shall be added to Section 1 of the Mattress Discounters Agreement.
Exhibit 10.6 Confidential treatment has been requested for certain portions of this document which have been omitted and filed separately with the Secretary of the Securities and Exchange Commission. Omitted portions are indicated by [REDACTED]....Year Agreement • June 22nd, 2000 • Bedding Experts Inc • Retail-furniture stores
BYLAWS ARTICLE I OFFICESBedding Experts Inc • February 2nd, 2000
EXHIBIT 10.12 AMENDMENT NO. 1 TO THE INDEMNITY AGREEMENT THIS AMENDMENT NO. 1 ("Amendment No. 1") to the Indemnity Agreement dated as of May 28, 1999, between Heilig-Meyers Company, a Virginia corporation ("Seller"), Bain Capital, Inc., a Delaware...The Indemnity Agreement • February 2nd, 2000 • Bedding Experts Inc • Virginia
EXHIBIT 10.22 MATTRESS HOLDING CORPORATION AGREEMENT EVIDENCING A GRANT OF A NONQUALIFIED STOCK OPTION UNDER 1999 STOCK OPTION PLANBedding Experts Inc • May 23rd, 2000 • Retail-furniture stores
