RECITALSStock Option Agreement • April 21st, 1999 • Simmons Co /Ga/ • Wood household furniture, (no upholstered) • New York
1 Exhibit 4.3 SECURITIES PURCHASE AGREEMENT Dated as of October 29, 1998Securities Purchase Agreement • April 21st, 1999 • Simmons Co /Ga/ • Wood household furniture, (no upholstered) • New York
LOAN AGREEMENT BetweenLoan Agreement • April 21st, 1999 • Simmons Co /Ga/ • Wood household furniture, (no upholstered) • Illinois
Exhibit 2.1 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 21st, 1999 • Simmons Co /Ga/ • Wood household furniture, (no upholstered) • New York
1 EXHIBIT 10.20 PHASE V ------- LEASE BEAVER RUIN BUSINESS CENTER - PHASE V THIS LEASE, made this 19th day of October, 1994, by and between ST. PAUL ---- ------- PROPERTIES, INC., a Delaware corporation, (hereinafter referred to as "Landlord") and...Lease • April 21st, 1999 • Simmons Co /Ga/ • Wood household furniture, (no upholstered) • Georgia
AND STATE STREET BANK AND TRUST COMPANY OF MISSOURI, N.A. AS TRUSTEESimmons Co /Ga/ • April 21st, 1999 • Wood household furniture, (no upholstered)
1 Exhibit 10.26 ESCROW AGREEMENT THIS ESCROW AGREEMENT (this "AGREEMENT"), dated as of October 29, 1998 (the "CLOSING DATE"), is by and among Simmons Holdings, Inc., a Delaware corporation ("HOLDINGS"), Simmons Company, a Delaware corporation (the...Escrow Agreement • April 21st, 1999 • Simmons Co /Ga/ • Wood household furniture, (no upholstered) • Massachusetts
1 Exhibit 10.8 ADVISORY AGREEMENT This Advisory Agreement (this "Agreement") is entered into as of the 29th day of October, 1998 by and between Simmons Holdings, Inc., a Delaware corporation (the "Holdings"), Simmons Company, a Delaware corporation...Advisory Agreement • April 21st, 1999 • Simmons Co /Ga/ • Wood household furniture, (no upholstered) • New York
SIMMONS COMPANY ONE CONCOURSE PARKWAY, SUITE 600 ATLANTA, GEORGIA 30328 October 28, 1998Merger Agreement • April 21st, 1999 • Simmons Co /Ga/ • Wood household furniture, (no upholstered)
ANDRegistration Rights Agreement • April 21st, 1999 • Simmons Co /Ga/ • Wood household furniture, (no upholstered) • New York
AMENDMENT NO. 1 TOAgreement and Plan of Merger • April 21st, 1999 • Simmons Co /Ga/ • Wood household furniture, (no upholstered)
Exhibit 10.6 ================================================================== ============== CREDIT AND GUARANTY AGREEMENT dated as of October 29, 1998Credit and Guaranty Agreement • April 21st, 1999 • Simmons Co /Ga/ • Wood household furniture, (no upholstered) • New York
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 21st, 1999 • Simmons Co /Ga/ • Wood household furniture, (no upholstered)
1 EXHIBIT 10.25 THIS WARRANT AND ANY SHARES OF STOCK PURCHASABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE...Simmons Co /Ga/ • April 21st, 1999 • Wood household furniture, (no upholstered) • Delaware
EXCHANGE AGENT AGREEMENTSimmons Co /Ga/ • April 21st, 1999 • Wood household furniture, (no upholstered) • New York
1 Exhibit 10.3 1998 STOCKHOLDERS' AGREEMENT ---------------------------- AGREEMENT, dated as of October 29,1998 (this "Agreement"), by and among Simmons Holdings, Inc., a Delaware corporation ("Holdings"), Simmons Company, a Delaware corporation (the...1998 Stockholders' Agreement • April 21st, 1999 • Simmons Co /Ga/ • Wood household furniture, (no upholstered) • Delaware
1 Exhibit 10.1 ESOP STOCK SALE AND EXCHANGE AGREEMENT This ESOP STOCK SALE AND EXCHANGE AGREEMENT (this "Agreement"), is dated as of July 22, 1998 by and among SIMMONS HOLDINGS, INC., a Delaware corporation ("Holdings"), SIMMONS COMPANY, a Delaware...Esop Stock Sale and Exchange Agreement • April 21st, 1999 • Simmons Co /Ga/ • Wood household furniture, (no upholstered) • Delaware
