amongCredit Agreement • February 2nd, 2000 • Bedding Experts Inc • New York
EXECUTION COPY STOCKHOLDERS AGREEMENT This STOCKHOLDERS AGREEMENT is dated as of August 6, 1999, by and among Mattress Discounters Holding Corporation, a Virginia corporation (the "Company"); Mattress Discounters Holding L.L.C., a Delaware limited...Stockholders Agreement • February 2nd, 2000 • Bedding Experts Inc • Virginia
EXHIBIT 10.29 WARRANT AGREEMENT Dated as of August 6, 1999 By and Between MATTRESS DISCOUNTERS HOLDING CORPORATIONWarrant Agreement • February 2nd, 2000 • Bedding Experts Inc • New York
Mattress Discounters Corporation, a Delaware corporation (the "Company"), proposes to issue and sell $140,000,000 aggregate principal amount ------- of its 12 5/8% Senior Notes due 2007 (the "Notes"). The Notes will be issued ----- pursuant to an...Purchase Agreement • February 2nd, 2000 • Bedding Experts Inc • New York
INDENTUREIndenture • February 2nd, 2000 • Bedding Experts Inc • New York
EXECUTION COPY MANAGEMENT SERVICES AGREEMENT THIS AGREEMENT is made as of August 6, 1999 by and among Mattress Discounters Holding Corporation, a Virginia corporation ("Holdings"), and Mattress Discounters Corporation, a Delaware corporation ("MD";...Management Services Agreement • February 2nd, 2000 • Bedding Experts Inc • New York
EXHIBIT 10.15 TAX SHARING AGREEMENT This agreement is effective as of August 6, 1999 between and among Mattress Discounters Holding L.L.C. ("LLC"), Mattress Discounters Holding Corporation ("Holding"), Mattress Discounters Corporation ("Discounters"),...Tax Sharing Agreement • February 2nd, 2000 • Bedding Experts Inc • New York
RECITALSIndemnity Agreement • February 2nd, 2000 • Bedding Experts Inc
made byGuarantee and Collateral Agreement • February 2nd, 2000 • Bedding Experts Inc • New York
EXHIBIT 2.3 AMENDMENT NO. 2 TO THE TRANSACTION AGREEMENT THIS AMENDMENT NO. 2 ("Amendment No. 2") to the Transaction Agreement dated as of May 28, 1999 and amended by Amendment No. 1 thereto dated July 15, 1999 (as amended, the "Agreement") by and...Transaction Agreement • February 2nd, 2000 • Bedding Experts Inc • Virginia
BYLAWS ARTICLE I OFFICESBylaws • February 2nd, 2000 • Bedding Experts Inc
EXECUTION COPY MATTRESS DISCOUNTERS CORPORATION EMPLOYMENT AGREEMENT THIS AGREEMENT is made as of August 6, 1999, between Mattress Discounters Corporation, a Delaware corporation (the "Company"), and Richard L. Branch ("Executive"). In consideration...Employment Agreement • February 2nd, 2000 • Bedding Experts Inc • Delaware
EXHIBIT 10.13 ASSIGNMENT AND ASSUMPTION AGREEMENT This Assignment and Assumption Agreement (the "Agreement") is entered into as of August 6, 1999, by and between Heilig-Meyers Company ("Heilig") and Mattress Discounters Corporation ("Mattress"), a...Assignment and Assumption Agreement • February 2nd, 2000 • Bedding Experts Inc
Exhibit 10.1 EXECUTION COPY REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT is dated as of August 6, 1999 by and among Mattress Discounters Holding Corporation, a Virginia corporation (the "Company"); Mattress Discounters Holding...Registration Rights Agreement • February 2nd, 2000 • Bedding Experts Inc • New York
THIS COMMON STOCK REGISTRATION RIGHTS AGREEMENT (the "Agreement") is --------- made and entered into as of August 6, 1999, among Mattress Discounters Holding Corporation, a Virginia corporation ("Holdings"), Mattress Discounters Holding --------...Common Stock Registration Rights Agreement • February 2nd, 2000 • Bedding Experts Inc
TAX AGREEMENTTax Agreement • February 2nd, 2000 • Bedding Experts Inc
EXHIBIT 10.12 AMENDMENT NO. 1 TO THE INDEMNITY AGREEMENT THIS AMENDMENT NO. 1 ("Amendment No. 1") to the Indemnity Agreement dated as of May 28, 1999, between Heilig-Meyers Company, a Virginia corporation ("Seller"), Bain Capital, Inc., a Delaware...Indemnity Agreement • February 2nd, 2000 • Bedding Experts Inc • Virginia
Pursuant to Section 5.2(b) of that certain Transaction Agreement dated as of May 28, 1999, as amended (the "Transaction Agreement"), by and among Heilig- --------------------- Meyers Company, Heilig-Meyers Associates, Inc. and MD Acquisition...Transaction Agreement • February 2nd, 2000 • Bedding Experts Inc
EXECUTION COPY MATTRESS DISCOUNTERS HOLDING CORPORATION EXECUTIVE STOCK AND OPTION AGREEMENT THIS EXECUTIVE STOCK AND OPTION AGREEMENT (this "Agreement") is made and entered into as of August 6, 1999 by and between Mattress Discounters Holding...Executive Stock and Option Agreement • February 2nd, 2000 • Bedding Experts Inc • New York
AGREEMENT ---------Landlord Agreement • February 2nd, 2000 • Bedding Experts Inc • Virginia
Pursuant to Section 5.2(b) of that certain Transaction Agreement dated as of May 28, 1999, as amended (the "Transaction Agreement"), by and among Heilig- --------------------- Meyers Company, Heilig-Meyers Associates, Inc. and MD Acquisition...Transaction Agreement • February 2nd, 2000 • Bedding Experts Inc
