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 MERGERMerger Agreement • June 30th, 1999 • Lower Road Associates LLC • Florida
1 EXHIBIT 3.10 OPERATING AGREEMENT LOWER ROAD ASSOCIATES, LLC THIS OPERATING AGREEMENT is entered into as of the day as of the 9 day of June, 1998 between SLEEPMASTER HOLDINGS LLC, and SLEEP INVESTOR LLC, both located at 2001 Lower Road, Linden, New...Operating Agreement • June 30th, 1999 • Lower Road Associates LLC • New Jersey
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
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
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 / /...License 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
WITNESSETH:Licensing Agreement • June 30th, 1999 • Lower Road Associates LLC
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
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 Herr Manufacturing Co. (check as appropriate) ( X ) corporation (...License Agreement • June 30th, 1999 • Lower Road Associates LLC • Illinois
WITNESSETH:Collective Bargaining Agreement • June 30th, 1999 • Lower Road Associates LLC
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
ASSIGNMENTAssignment • June 30th, 1999 • Lower Road Associates LLC
SLEEPMASTER L.L.C. SLEEPMASTER FINANCE CORPORATION AS ISSUERS,Indenture • 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
Article I DefinitionsOption 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
1 EXHIBIT 10.1 REGISTRATION RIGHTS AGREEMENT DATED AS OF MAY 18, 1999Registration Rights 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
WITNESSETH:Memorandum of Agreement • June 30th, 1999 • Lower Road Associates LLC
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
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
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...Junior Subordinated Note • June 30th, 1999 • Lower Road Associates LLC • New York
andLease • June 30th, 1999 • Lower Road Associates LLC • New Jersey
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...Common Interest Purchase Warrant • June 30th, 1999 • Lower Road Associates LLC • New York
JOINDER TO AMENDED AND RESTATED SECURITYHOLDERS AGREEMENTJoinder to Securityholders Agreement • June 30th, 1999 • Lower Road Associates LLC
AMONGRecapitalization, Redemption and Purchase Agreement • June 30th, 1999 • Lower Road Associates LLC • New York
