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EXHIBIT 10.10
SUPPLEMENTAL ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS SUPPLEMENTAL ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Supplemental
Agreement") dated as of March 17, 1998, is made by and between Dixie Bedding
Company, a North Carolina corporation ("Seller"), Crescent Sleep Products
Company, a Delaware corporation ("Buyer"), and the Iowa Finance Authority, a
public instrumentality and agency under the laws of the State of Iowa (the
"Authority"), and acknowledged by First-Citizens Bank & Trust Company, as
trustee under the Indenture described below (the "Trustee").
WHEREAS, pursuant to that certain Asset Purchase Agreement dated as of
March 17, 1998 (the "Asset Purchase Agreement"), by and between Seller and Buyer
and subject to the terms and conditions set forth therein, Buyer has agreed to
assume all of the Assumed Liabilities (as such term is defined in the Asset
Purchase Agreement);
WHEREAS, Buyer and Seller have effected the assumption of the Assumed
Liabilities pursuant to an Assignment and Assumption Agreement dated as of March
17, 1998 (the "Assignment and Assumption Agreement") between Seller and Buyer in
accordance with the terms and conditions set forth in the Asset Purchase
Agreement;
WHEREAS, the Assumed Liabilities include the Seller's obligations under
the Loan Agreement dated as of March 1, 1995 (the "Loan Agreement") between the
Seller and the Authority which relates to the Authority's Tax-Exempt Adjustable
Mode Industrial Development Revenue Bonds (Dixie Bedding Company Project),
Series 1995 issued under an Indenture of Trust dated as of March 1, 1995 (the
"Indenture") between the Authority and the Trustee,
WHEREAS, the assets being sold under the Asset Purchase Agreement include
the Project (as defined in the Indenture and Loan Agreement); and
WHEREAS, Section 9.3 of the Loan Agreement requires consent by the
Authority to a sale of the Project and assumption by the Buyer of the Seller's
obligations under the Loan Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Assignment. The Seller hereby assigns to the Buyer all of its rights
under the Loan Agreement.
2. Loan Agreement Assumption. The Buyer hereby assumes and agrees to be
responsible for the payment, performance and discharge when due of all of the
Seller's obligations under the Loan Agreement.
3. Authority Consent. The Authority hereby consents pursuant to Section
9.3 of the Loan Agreement to the sale of the Project to the Buyer and assignment
to the Buyer of the
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Seller's rights under the Loan Agreement and Authority releases Seller from any
further obligations or liability thereunder.
4. Asset Purchase Agreement. This Supplemental Agreement is executed and
delivered pursuant to the Asset Purchase Agreement, and does not relieve the
Buyer of any agreement, representation, warranty, indemnification, covenant and
provision contained in the Asset Purchase Agreement.
5. Counterparts. This Supplemental Agreement may be executed in
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
[signature page to follow]
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IN WITNESS WHEREOF, Seller, Buyer, and Authority have duly executed this
Supplemental Assignment and Assumption Agreement, and the Trustee has
acknowledged the same, as of the date first above written.
DIXIE BEDDING COMPANY
(SELLER)
By: /S/
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Its: President
CRESCENT SLEEP PRODUCTS COMPANY
(BUYER)
By: /S/ Charles W. Johnson
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Its: Chief Financial Officer
IOWA FINANCE AUTHORITY
(AUTHORITY)
By: /S/ Ted R. Chaplin
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Its: Executive Director
Acknowledged:
FIRST CITIZENS BANK & TRUST COMPANY
(TRUSTEE)
By: /S/
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Its: Vice President
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