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EXHIBIT 9.2
EXECUTION COPY
JOINDER TO
AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT
THIS JOINDER to the Amended and Restated Securityholders
Agreement, dated as of March 3, 1998 by and among Sleepmaster Holdings L.L.C., a
New Jersey limited liability company (the "Company"), and certain
securityholders of the Company (the "Agreement"), is made and entered into as of
February 26, 1999 by and between the Company and Stuart W. Herr ("Holder").
Capitalized terms used herein but not otherwise defined shall have the meanings
set forth in the Agreement.
WHEREAS, Holder has acquired certain units of Common Interests
and/or Preferred Interests, and the Agreement and the Company require Holder, as
a holder of such interests, to become a party to the Agreement, and Holder
agrees to do so in accordance with the terms hereof.
NOW, THEREFORE, in consideration of the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties to this Joinder hereby
agree as follows:
1. Agreement to be Bound. Holder hereby agrees that upon
execution of this Joinder, it shall become a party to the Agreement and shall be
fully bound by, and subject to, all of the covenants, terms and conditions of
the Agreement as though an original party thereto and shall be deemed a
Securityholder for all purposes thereof. In addition, Holder hereby agrees that
all Common Interests and Preferred Interests held by Holder shall be deemed
Securityholder Interests for all purposes of the Agreement
2. Successors and Assigns. Except as otherwise provided
herein, this Joinder shall bind and inure to the benefit of and be enforceable
by the Company and its successors and assigns and Holder and any subsequent
holders of Securityholder Interests and the respective successors and assigns of
each of them, so long as they hold any Securityholder Interests.
3. Counterparts. This Joinder may be executed in separate
counterparts each of which shall be an original and all of which taken together
shall constitute one and the same agreement.
4. Notices. For purposes of Section 20 of the Agreement, all
notices, demands or other communications to the Holder shall be directed to:
Mr. Stuart W. Herr
2300 Rice Road
Lancaster, PA 17601
5. GOVERNING LAW. THE LIMITED LIABILITY COMPANY LAW OF NEW
JERSEY SHALL GOVERN ALL ISSUES CONCERNING THE RELATIVE RIGHTS OF THE COMPANY AND
ITS MEMBERS. ALL OTHER
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QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS
JOINDER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE DOMESTIC LAWS
OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT
OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER
JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION
OTHER THAN THE STATE OF NEW YORK.
6. DESCRIPTIVE HEADINGS. The descriptive headings of this
Joinder are inserted for convenience only and do not constitute a part of this
Joinder.
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IN WITNESS WHEREOF, the parties hereto have executed this
Joinder as of the date first above written.
SLEEPMASTER HOLDINGS L.L.C.
By:
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Name:
Title:
STUART W. HERR
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