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.
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”).
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”).
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”).
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
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
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.
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”).
