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Exhibit 4.4
SLEEPMASTER L.L.C.
and
SLEEPMASTER FINANCE CORPORATION
as Issuer,
11% SERIES B SENIOR SUBORDINATED NOTES DUE 2009
SUPPLEMENTAL INDENTURE
Dated as of February 8, 0000
XXXXXX XXXXXX TRUST COMPANY OF NEW YORK
Trustee
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SUPPLEMENTAL INDENTURE (this "Supplemental
Indenture"), dated as of February 8, 2000, among XXXX
XXXXX CORPORATION, a Delaware corporation (the "New
Guarantor Subsidiary"), a subsidiary of SLEEPMASTER
L.L.C., a New Jersey limited liability company (the
"Company"); THE COMPANY and SLEEPMASTER FINANCE
CORPORATION, a Delaware corporation ("Finance Corp."
and, together with the Company, the "Issuers"); PALM
BEACH BEDDING COMPANY, a Florida corporation, XXXX
MANUFACTURING COMPANY, a Pennsylvania corporation,
and LOWER ROAD ASSOCIATES, LLC, a New Jersey limited
liability company (the three preceding entities
together, the "Existing Guarantor Subsidiaries"); and
UNITED STATES TRUST COMPANY OF NEW YORK, a New York
banking association, as trustee under the Indenture
referred to below (the "Trustee").
W I T N E S S E T H :
WHEREAS, the Issuers have heretofore executed and delivered to
the Trustee an Indenture (the "Indenture"), dated as of May 18, 1999, providing
for the issuance of an aggregate principal amount of $115,000,000 of 11% Series
B Senior Subordinated Notes due 2009 (the "Securities");
WHEREAS, Section 1013 of the Indenture provides that under
certain circumstances the Company is required to cause the New Guarantor
Subsidiary to execute and deliver to the Trustee a supplemental indenture
pursuant to which the New Guarantor Subsidiary shall unconditionally guarantee
all of the Company's obligations under the Securities pursuant to a Subsidiary
Guaranty on the terms and conditions set forth herein; and
WHEREAS, pursuant to Section 901 of the Indenture, the
Trustee, the Company and Existing Guarantor Subsidiaries are authorized to
execute and deliver this Supplemental Indenture;
NOW THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
the New Guarantor Subsidiary, the Company, the Existing Guarantor Subsidiaries
and the Trustee mutually covenant and agree for the equal and ratable benefit of
the Holders of the Securities as follows:
1. Definitions. (a) Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.
(b) For all purposes of this Supplemental Indenture,
except as otherwise herein expressly provided or unless the context otherwise
requires: (i) the terms and expressions used herein shall have the same meanings
as corresponding terms and expressions used in the
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Indenture; and (ii) the words "herein," "hereof" and "hereby" and other words of
similar import used in this Supplement refer to this Supplement as a whole and
not to any particular section hereof.
2. Agreement to Guarantee. The New Guarantor Subsidiary hereby
agrees, jointly and severally with all other Guarantor Subsidiaries, to
Guarantee the Company's obligations under the Securities on the terms and
subject to the conditions set forth in Article XIV of the Indenture and to be
bound by all other applicable provisions of the Indenture.
3. Ratification of Indenture; Supplemental Indentures Part of
Indenture. Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed by the parties hereto and all the terms, conditions and
provisions thereof shall remain in full force and effect. This Supplemental
Indenture shall form a part of the Indenture for all purposes, and every holder
of Securities heretofore or hereafter authenticated and delivered shall be bound
hereby.
4. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE
EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE
REQUIRED THEREBY.
5. Trustee Makes No Representation. The Trustee makes no
representation as to the validity or sufficiency of this Supplemental Indenture.
6. Counterparts. The parties may sign any number of copies of
this Supplemental Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement.
7. Effect of Headings. The Section headings herein are for
convenience only and shall not effect the construction thereof.
* * * * *
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IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed as of the date first above written.
XXXX XXXXX CORPORATION
by
/s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President and
Chief Financial Officer
SLEEPMASTER L.L.C.
by
/s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President and
Chief Financial Officer
SLEEPMASTER FINANCE CORPORATION
by
/s/ Xxxxx X. Xxxxxxx
------------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President and
Chief Financial Officer
PALM BEACH BEDDING COMPANY
by
/s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President and
Chief Financial Officer
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XXXX MANUFACTURING COMPANY
by
/s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President and
Chief Financial Officer
LOWER ROAD ASSOCIATES, LLC
by
/s/ Xxxxx X. Xxxxxxx
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Name: Xxxxx X. Xxxxxxx
Title: Executive Vice President and
Chief Financial Officer
UNITED STATES TRUST COMPANY
OF NEW YORK as Trustee
by
/s/ Xxxxxxxx X. Xxxxxxxxxxxx
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Name: Xxxxxxxx X. Xxxxxxxxxxxx
Title: Assistant Vice President
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