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 10.22 LOAN AGREEMENTLoan Agreement • June 30th, 1999 • Lower Road Associates LLC
1 EXHIBIT 10.38 AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 30th, 1999 • Lower Road Associates LLC • Florida
1 EXHIBIT 10.32Operating Agreement • June 30th, 1999 • Lower Road Associates LLC • Delaware
SLEEPMASTER L.L.C. SLEEPMASTER FINANCE CORPORATION AS ISSUERS,Lower Road Associates LLC • June 30th, 1999 • New York
1 EXHIBIT 10.35 CREDIT AGREEMENTCredit Agreement • June 30th, 1999 • Lower Road Associates LLC • North Carolina
1 EXHIBIT 10.31Registration Rights Agreement • June 30th, 1999 • Lower Road Associates LLC • New York
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
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
WITNESSETH:Lower Road Associates LLC • June 30th, 1999
STANDARD LICENSE AGREEMENT SERTA, INC. THIS AGREEMENT, dated this 12th day of January, 1995 by and between SERTA, INC., a Delaware corporation (hereinafter referred to as "Serta"), and Sleepmaster L.L.C. (check as appropriate)License Agreement • June 30th, 1999 • Lower Road Associates LLC • 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 • June 30th, 1999 • Lower Road Associates LLC • 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
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
andLower Road Associates LLC • June 30th, 1999 • New Jersey
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
AMONGAnd Purchase Agreement • June 30th, 1999 • Lower Road Associates LLC • New York
2- 3 Company Operating Agreement dated as of November 14, 1996 (the "Operating Agreement"), specifying, among other things, the rights and obligations of the membership interests in the Company. The Company shall maintain copies of the Registration...Lower Road Associates LLC • June 30th, 1999 • New York
