REGISTRATION AGREEMENTRegistration Agreement • August 5th, 2004 • Mattress Holding Corp. • Delaware
THIS REGISTRATION AGREEMENT (this “Agreement”) is made as of March 24, 2003, by and among Mattress Holding Corp., a Delaware corporation (the “Company”), Sun Mattress, LLC, a Delaware limited liability company (“Sun”), and each of the other Persons listed on the signature pages attached hereto (the “Other Investors”). Sun and the Other Investors are collectively referred to herein as the “Stockholders,” and are individually referred to herein as a “Stockholder.” Otherwise undefined capitalized terms used herein are defined in Section 9 hereof.
FINANCING AGREEMENT Dated as of March 31, 2004 by and among MATTRESS HOLDING CORP. and certain of its Subsidiaries ______________________ THE LENDERS FROM TIME TO TIME PARTY HERETO, ___________________ ABLECO FINANCE LLC, as Collateral Agent, and...Financing Agreement • August 5th, 2004 • Mattress Holding Corp. • New York
This Financing Agreement, dated as of March 31, 2004, by and among MATTRESS FIRM, INC., a Delaware corporation (the “Borrower”), MATTRESS HOLDING CORP., a Delaware corporation ( “Parent”), each Subsidiary of the Parent listed as a “Guarantor” on the signature pages hereto (together with the Parent, each a “Guarantor” and collectively, jointly and severally, the “Guarantors”), the lenders from time to time party hereto (each a “Lender” and collectively, the ”Lenders”), ABLECO FINANCE LLC, a Delaware limited liability company (“Ableco”), as collateral agent for the Lenders (in such capacity, together with any successor collateral agent, the ”Collateral Agent”), and Ableco as administrative agent for the Lenders (in such capacity, together with any successor administrative agent, the ”Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • August 5th, 2004 • Mattress Holding Corp. • Delaware
This MANAGEMENT SERVICES AGREEMENT (the “Agreement”), dated as of October 18, 2002 (the “Effective Date”), is entered into by and between Mattress Firm, Inc., a Delaware corporation with offices at 5815 Gulf Freeway, Houston, Texas 77023 (the “Company”), and Sun Capital Partners Management, LLC, a Delaware limited liability company with offices at 5200 Town Center Circle, Suite 470, Boca Raton, Florida 33486 (the “Manager”).
Stock Option Plan of Mattress Holding Corp. Grant AgreementStock Option Grant Agreement • September 1st, 2005 • Mattress Holding Corp. • Retail-furniture stores
This Grant Agreement, dated as of , 2003 (the “Effective Date”), evidences the grant of an option pursuant to the provisions of the Stock Option Plan (the “Plan”) of Mattress Holding Corp. (the “Company”) to the individual whose name appears below (the “Optionee”), covering the specific number of shares of Non-Voting Common Stock (the “Shares”) set forth below and on the following terms and conditions:
Confidential information redacted and filed separately with the Commission. Omitted portions are indicated by [*]. AMENDED BRANDED PRODUCT SUPPLY AGREEMENTBranded Product Supply Agreement • September 1st, 2005 • Mattress Holding Corp. • Retail-furniture stores
This Amended Branded Product Supply Agreement (this "Agreement") is entered into as of November 12, 2003, by and between Sealy Mattress Company ("Sealy"), an Ohio corporation with offices at One Office Parkway Trinity, North Carolina 27370, and Mattress Firm, Inc. ("MFI"), a Delaware corporation (formerly known as MMA Acquisition Company, Inc.) with offices at 5815 Gulf Freeway Houston, Texas 77023.
AMENDED AND RESTATED GUARANTYGuaranty • August 5th, 2004 • Mattress Holding Corp. • New York
This AMENDED AND RESTATED GUARANTY is entered into as of March 31, 2004 (this “Guaranty”), by and among Mattress Holding Corp., a Delaware corporation (“MHC”), and each of MHC’s undersigned Subsidiaries identified as Guarantors on the signature pages hereof (such Subsidiaries, together with MHC, each a “Guarantor” and collectively, jointly and severally, the “Guarantors”), in favor of and for the benefit of SLN Finance, LLC, a Delaware limited liability company (“Lender”). Capitalized terms used in this Guaranty but not defined herein shall have the meanings given to such terms in the Second Amended and Restated Secured Senior Subordinated Promissory Note, dated as of the date hereof, made by Mattress Finn, Inc., a Delaware corporation (“Borrower”) in favor of Lender (the “Note”).
Confidential information redacted and filed separately with the Commission. Omitted portions are indicated by [*]. PRIVATE LABEL SUPPLY AGREEMENTPrivate Label Supply Agreement • August 5th, 2004 • Mattress Holding Corp.
This Private Label Supply Agreement (this "Agreement") is entered into as of October 18, 2002, by and between Sealy Mattress Company ("Sealy"), an Ohio corporation with offices at One Office Parkway Trinity, North Carolina 27370, and Mattress Firm, Inc. ("MFI"), a Delaware corporation (formerly known as MMA Acquisition Company, Inc.) with offices at 5815 Gulf Freeway Houston, Texas 77023.
EMPLOYMENT AGREEMENT BETWEEN MALACHI MATTRESS AMERICA, INC. AND DANIEL MCGUIRE EFFECTIVE MARCH 31, 1999Employment Agreement • August 5th, 2004 • Mattress Holding Corp. • Texas
By this Agreement, Malachi Mattress America, Inc., hereinafter referred to as Employer, located 5815 Gulf Freeway, Houston, Texas 77023, shall employ Daniel McGuire, hereinafter referred to as Employee, who resides at , who accepts employment under the following terms and conditions:
SIMMONS NEW DEALER INCENTIVE AGREEMENTDealer Incentive Agreement • September 1st, 2005 • Mattress Holding Corp. • Retail-furniture stores • Texas
This Simmons New Dealer Incentive Agreement (the “Agreement”) is made between Simmons Bedding Company (“Simmons”) and Mattress Firm, Inc. and its Affiliates as hereafter defined (“Dealer”) and is effective as of the day of June, 2005 (the “Effective Date”).
AMENDED AND RESTATED PLEDGE AGREEMENTPledge Agreement • August 5th, 2004 • Mattress Holding Corp. • New York
THIS AMENDED AND RESTATED PLEDGE AGREEMENT is dated as of March 31, 2004 (this “Agreement”) by and among Mattress Holding Corp., a Delaware corporation (in its capacity as a stockholder of Borrower, “MHC”), Mattress Firm, Inc, a Delaware corporation (“Borrower”), each of MHC’s undersigned Subsidiaries identified as “Pledgors” on the signature pages to this Agreement (such Subsidiaries, together with MHC and Borrower, each a “Pledgor” and collectively, jointly and severally, the “Pledgors”), and SLN Finance, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”), with reference to the following:
AMENDED AND RESTATED GENERAL SECURITY AGREEMENTGeneral Security Agreement • August 5th, 2004 • Mattress Holding Corp. • New York
This AMENDED AND RESTATED GENERAL SECURITY AGREEMENT, dated as of March 31, 2004 (this “Agreement”), among Mattress Firm, Inc., a Delaware corporation (“Borrower”), Mattress Holding Corp., a Delaware corporation (“MHC”), each of MHC’s undersigned Subsidiaries (such Subsidiaries, together with Borrower and MHC, each a “Grantor” and collectively, jointly and severally, the “Grantors”), and SLN Finance, LLC, a Delaware limited liability company (together with its successors and assigns, “Lender”), with reference to the following:
DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • September 1st, 2005 • Mattress Holding Corp. • Retail-furniture stores • Delaware
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made as of this day of , 2005, between Mattress Holding Corp., a Delaware corporation (the “Company”), and (“Director”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 5th, 2004 • Mattress Holding Corp. • Texas
THIS EMPLOYMENT AGREEMENT is entered into as of the 23rd day of January, 2001, by and between MALACHI MATTRESS AMERICA, INC., a Delaware corporation (the “Company”), and GARY T. FAZIO (the “Employee”).
ACQUISITION AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF DECEMBER 31, 2004 among MATTRESS HOLDING CORP. GEORGIA MATTRESS CORP. and EACH OF THE STOCKHOLDERS of ELITE MANAGEMENT TEAM, INC.Acquisition Agreement • September 1st, 2005 • Mattress Holding Corp. • Retail-furniture stores • New York
This Acquisition Agreement and Plan of Reorganization dated as of December 31, 2004 (this “Agreement”) is among Mattress Holding Corp., a Delaware corporation (“Mattress Firm”), Georgia Mattress Corp., a Georgia corporation and a wholly-owned subsidiary of Mattress Firm (“Newco”), and each of the stockholders (the “Stockholders”) of Elite Management Team, Inc., a Georgia corporation (“Elite”). Capitalized terms used but not defined herein have the meanings assigned to them in Section 1.1.
AMENDMENT NUMBER ONE TO FINANCING AGREEMENTFinancing Agreement • September 1st, 2005 • Mattress Holding Corp. • Retail-furniture stores • New York
This AMENDMENT NUMBER ONE TO FINANCING AGREEMENT (this “Amendment”), dated as of October 18, 2004, is entered into by and among MATTRESS FIRM, INC., a Delaware corporation (the “Borrower”), MATTRESS HOLDING CORP., a Delaware corporation (“Parent”), each Subsidiary of the Parent listed as a “Guarantor” on the signature pages hereto (together with the Parent, each a “Guarantor” and collectively, jointly and severally, the “Guarantors”), the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), ABLECO FINANCE LLC, a Delaware limited liability company (“Ableco”), as collateral agent for the Lenders (in such capacity, together with any successor collateral agent, the “Collateral Agent”), and Abelco as administrative agent, the “Administrative Agent” and together with the Collateral Agent, each an “Agent” and collectively, the “Agents”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 5th, 2004 • Mattress Holding Corp. • New York
This Stock Purchase Agreement is made as of October 18, 2002 (this “Agreement”) among Mattress Holding Corp., a Delaware corporation (the “Buyer”); Mattress Holdings International, LLC, a Delaware limited liability company (the “Seller”); Sealy Mattress Company, an Ohio corporation (“Sealy Mattress”) and MMA Acquisition Company, Inc., a Delaware corporation (“Acquisition Company”; unless the context otherwise requires, the Buyer, on the one hand, and the Seller, Sealy Mattress and Acquisition Company, on the other hand, are each sometimes referred to in this Agreement as a “party”).
AMENDMENT NUMBER TWO TO FINANCING AGREEMENTFinancing Agreement • September 1st, 2005 • Mattress Holding Corp. • Retail-furniture stores • New York
This AMENDMENT NUMBER TWO TO FINANCING AGREEMENT (this “Amendment”), dated as of December 31, 2004, is entered into by and among MATTRESS FIRM, INC., a Delaware corporation (“MFI”), GEORGIA MATTRESS CORP., a Georgia corporation (“GMC”), and ELITE MANAGEMENT TEAM, INC., a Georgia corporation (“EMT”; and together with MFI and GMC, each a “Borrower” and collectively and jointly and severally, the “Borrowers”), MATTRESS HOLDING CORP., a Delaware corporation (“Parent”), each Subsidiary of the Parent listed as a “Guarantor” on the signature pages hereto (together with the Parent, each a “Guarantor” and collectively, jointly and severally, the “Guarantors”), the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), ABLECO FINANCE LLC, a Delaware limited liability company (“Ableco”), as collateral agent for the Lenders (in such capacity, together with any successor collateral agent, the “Collateral Agent”), and Ableco as administrative agent for the Lenders
LOAN AGREEMENTLoan Agreement • August 5th, 2004 • Mattress Holding Corp. • New York
THIS LOAN AGREEMENT (this “Agreement”) is made and entered into as of this 18th day of October, 2002 by and among, MALACHI MATTRESS AMERICA, INC., a Delaware corporation (“Borrower”), Mattress Holdings International, LLC, a Delaware limited liability company (“MHI”) and Mattress Holding Corp., a Delaware corporation (“MHC” and, together with MHI, the “Lenders”).
AMENDMENT NUMBER THREE TO FINANCING AGREEMENTFinancing Agreement • September 1st, 2005 • Mattress Holding Corp. • Retail-furniture stores • New York
This AMENDMENT NUMBER THREE TO FINANCING AGREEMENT (this “Amendment”), dated as of March , 2005, is entered into by and among MATTRESS FIRM, INC., a Delaware corporation (“MFI”), and MATTRESS FIRM-GEORGIA, INC. (formerly known as Georgia Mattress Corp.), a Georgia corporation (“MFGI”; and together with MFI, each a “Borrower” and collectively and jointly and severally, the “Borrowers”), MATTRESS HOLDING CORP., a Delaware corporation (“Parent”), each Subsidiary of the Parent listed as a “Guarantor” on the signature pages hereto (together with the Parent, each a “Guarantor” and collectively, jointly and severally, the “Guarantors”), the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), ABLECO FINANCE LLC, a Delaware limited liability company (“Ableco”), as collateral agent for the Lenders (in such capacity, together with any successor collateral agent, the “Collateral Agent”), and Ableco as administrative agent for the Lenders (in such capacity, tog
SECOND AMENDMENT TO AMENDED BRANDED PRODUCT SUPPLY AGREEMENTBranded Product Supply Agreement • August 5th, 2004 • Mattress Holding Corp.
This Second Amendment (“Second Amendment”) to the Amended Branded Product Supply Agreement dated November 12, 2003 is entered into by and between Sealy Mattress Company (“Sealy”), Mattress Firm, Inc. (“MFI”) and Mattress Firm Operating, Ltd. to be effective as of March 31, 2004.
PLEDGE ADDENDUMPledge Agreement • September 1st, 2005 • Mattress Holding Corp. • Retail-furniture stores
This Pledge Addendum, dated as of December 31, 2004, is delivered pursuant to that certain Pledge Agreement, dated as of March 31, 2004 (as from time to time amended, modified, supplemented, renewed, extended, or restated, the “Pledge Agreement”), among MATTRESS HOLDING CORP., a Delaware corporation, MATTRESS FIRM, INC., a Delaware corporation, MATTRESS FIRM INVESTMENT MANAGEMENT, INC., an Arizona corporation, FESTRO INC., a Texas corporation, TEAMEXCEL MANAGEMENT COMPANY, a Texas corporation, MATTRESS FIRM OPERATING, LTD., a Texas limited partnership, MATTRESS VENTURE INVESTMENT MANAGEMENT, LLC, an Arizona limited liability company, FESTRO II, LLC, a Texas limited liability company, THE MATTRESS VENTURE, L.P., a Texas limited partnership (each of the foregoing, a “Pledgor” and collectively, jointly and severally, the “Pledgors”), and ABELCO FINANCE LLC, a Delaware limited liability company, as the collateral agent for the lenders under that certain Financing Agreement dated as of Marc
AMENDMENT NUMBER FOUR TO FINANCING AGREEMENTFinancing Agreement • September 1st, 2005 • Mattress Holding Corp. • Retail-furniture stores • New York
This AMENDMENT NUMBER FOUR TO FINANCING AGREEMENT (this “Amendment”), dated as of July 1, 2005, is entered into by and among MATTRESS FIRM, INC., a Delaware corporation (“MFI”), and MATTRESS FIRM-GEORGIA, INC. (formerly known as Georgia Mattress Corp.), a Georgia corporation (“MFGI”; and together with MFI, each a “Borrower” and collectively and jointly and severally, the “Borrowers”), MATTRESS HOLDING CORP., a Delaware corporation (“Parent”), each Subsidiary of the Parent listed as a “Guarantor” on the signature pages hereto (together with the Parent, each a “Guarantor” and collectively, jointly and severally, the “Guarantors”), the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), ABLECO FINANCE LLC, a Delaware limited liability company (“Ableco”), as collateral agent for the Lenders (in such capacity, together with any successor collateral agent, the “Collateral Agent”), and Ableco as administrative agent for the Lenders (in such capacity, toge
SECURITY AGREEMENT (GEORGIA MATTRESS CORP. AND ELITE MANAGEMENT TEAM, INC.)Security Agreement • September 1st, 2005 • Mattress Holding Corp. • Retail-furniture stores • New York
This SECURITY AGREEMENT (this “Agreement”), is entered into as of December 31, 2004, by and among GEORGIA MATTRESS CORP., a Georgia corporation (“GMC”), and ELITE MANAGEMENT TEAM, INC., a Georgia corporation (“Elite”; and together with GMC, collectively and jointly and severally, “Debtor”), and ABLECO FINANCE LLC, a Delaware limited liability company (“Ableco”), as collateral agent for the below-defined Lenders (in such capacity, together with its successors, if any, in such capacity, “Collateral Agent”), with reference to the following:
MATTRESS HOLDING CORP. GEORGIA MATTRESS CORP. 5815 Gulf Freeway Houston, TX 77023Earnout Agreement • September 1st, 2005 • Mattress Holding Corp. • Retail-furniture stores • New York
Reference is made to the Acquisition Agreement and Plan of Reorganization dated as of December , 2004 (the "Acquisition Agreement") among Mattress Holding Corp., a Delaware corporation ("Mattress Firm"), Georgia Mattress Corp., a Georgia corporation and a wholly-owned subsidiary of Mattress Firm ("Newco"), and each of the stockholders (the "Stockholders") of Elite Management Team, Inc., a Georgia corporation ("Elite"). Capitalized terms used but not defined herein have the meanings assigned to them in the Acquisition Agreement.
June 9, 2004Employment Agreement • August 5th, 2004 • Mattress Holding Corp.
Reference is made to that Employment Agreement effective March 31, 1999 (“Agreement”) between yourself and Malachi Mattress America, Inc. as predecessor and interest to Mattress Firm, Inc. As you are aware, this Agreement expired on March 31, 2004. After our review, we are pleased to offer you an extension of that Agreement upon the following modified terms and conditions:
OFFICER INDEMNIFICATION AGREEMENTOfficer Indemnification Agreement • September 1st, 2005 • Mattress Holding Corp. • Retail-furniture stores • Delaware
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made as of this day of , 2005, between Mattress Holding Corp., a Delaware corporation (the “Company”), and (“Officer”).
