WITNESETHSupplemental Indenture • March 23rd, 2004 • Simmons Co /Ga/ • Wood household furniture, (no upholstered) • New York
AMONGStock Purchase Agreement • March 23rd, 2004 • Simmons Co /Ga/ • Wood household furniture, (no upholstered) • New York
ARTICLE IIAgreement and Plan of Merger • March 23rd, 2004 • Simmons Co /Ga/ • Wood household furniture, (no upholstered)
WITNESSETH:Employment Agreement • March 23rd, 2004 • Simmons Co /Ga/ • Wood household furniture, (no upholstered)
INDENTURESimmons Co /Ga/ • March 23rd, 2004 • Wood household furniture, (no upholstered) • New York
EXHIBIT 10.30Employment Agreement • March 23rd, 2004 • Simmons Co /Ga/ • Wood household furniture, (no upholstered)
EXHIBIT 10.25Restricted Stock Agreement • March 23rd, 2004 • Simmons Co /Ga/ • Wood household furniture, (no upholstered) • Delaware
EXHIBIT 10.35 ASSUMPTION AGREEMENT, dated as of December 19, 2003, made by, Simmons Holdings, Inc , a Delaware corporation (' SIMMONS HOLDCO ), Simmons Company, a Delaware corporation (' PRE-MERGER SIMMONS") and certain subsidiaries of Simmons listed...Assumption Agreement • March 23rd, 2004 • Simmons Co /Ga/ • Wood household furniture, (no upholstered) • New York
EXHIBIT 10.20 MANAGEMENT AGREEMENT This Management Agreement (this "AGREEMENT") is entered into as of the 19th day of December, 2003, by and between Simmons Company, a Delaware corporation (the "COMPANY"), and THL Managers V, LLC, a Delaware limited...Management Agreement • March 23rd, 2004 • Simmons Co /Ga/ • Wood household furniture, (no upholstered) • Massachusetts
December 19, 2003 Goldman, Sachs & Co., Deutsche Bank Securities, UBS Securities LLC As representatives of the several Purchasers named in Schedule I to the Purchase Agreement c/o Goldman, Sachs & Co. 85 Broad Street New York, New York 10004 Ladies...Registration Rights Agreement • March 23rd, 2004 • Simmons Co /Ga/ • Wood household furniture, (no upholstered) • New York
EXHIBIT 10.34 SENIOR UNSECURED TERM LOAN AND GUARANTY AGREEMENT dated as of December 19, 2003Assignment and Assumption Agreement • March 23rd, 2004 • Simmons Co /Ga/ • Wood household furniture, (no upholstered)
EXHIBIT 10.22 SENIOR MANAGER RESTRICTED STOCK AGREEMENT This Senior Manager Restricted Stock Agreement (this "Agreement") is made as of this 19th day of December, 2003 (the "Effective Date") between THL Bedding Holding Company, a Delaware corporation...Manager Restricted Stock Agreement • March 23rd, 2004 • Simmons Co /Ga/ • Wood household furniture, (no upholstered) • Delaware
EMPLOYEE STOCK OWNERSHIP PLAN TRUST AGREEMENT BETWEEN SIMMONS COMPANY AND STATE STREET BANK AND TRUST COMPANY AmendmentEmployee Stock Ownership Plan Trust Agreement • March 23rd, 2004 • Simmons Co /Ga/ • Wood household furniture, (no upholstered)
EXHIBIT 10.33 CREDIT AND GUARANTY AGREEMENT dated as of December 19,2003Credit and Guaranty Agreement • March 23rd, 2004 • Simmons Co /Ga/ • Wood household furniture, (no upholstered) • New York
EXHIBIT 10.18 ESOP STOCK SALE AGREEMENT This ESOP STOCK SALE AGREEMENT (this "Agreement") is dated as of November 21, 2003 by and among SIMMONS HOLDINGS, INC., a Delaware corporation (the "Company"), STATE STREET BANK AND TRUST COMPANY, solely in its...Esop Stock Sale Agreement • March 23rd, 2004 • Simmons Co /Ga/ • Wood household furniture, (no upholstered) • New York
ARTICLE IManagement Subscription and Stock Purchase Agreement • March 23rd, 2004 • Simmons Co /Ga/ • Wood household furniture, (no upholstered) • Delaware
EXHIBIT 10.36 PLEDGE AND SECURITY AGREEMENT DATED AS OF DECEMBER 19, 2003 BETWEEN EACH OF THE GRANTORS PARTY HERETOPledge and Security Agreement • March 23rd, 2004 • Simmons Co /Ga/ • Wood household furniture, (no upholstered) • New York
