<PAGE>

                                                                    EXHIBIT 4.1

--------------------------------------------------------------------------------

                               THL BEDDING COMPANY

                      to be ultimately merged with and into

                                 SIMMONS COMPANY

                     AND EACH OF THE GUARANTORS PARTY HERETO

                    7.875% SENIOR SUBORDINATED NOTES DUE 2014

                                    INDENTURE

                          Dated as of December 19, 2003

                Wells Fargo Bank Minnesota, National Association,

                                   as Trustee

--------------------------------------------------------------------------------

<PAGE>

                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
Trust Indenture
Act Section                         Indenture Section
<S>                                 <C>
310(a)(1) .......................          7.10
   (a)(2) .......................          7.10
   (a)(3) .......................          N.A.
   (a)(4) .......................          N.A.
   (a)(5) .......................          7.10
   (b) ..........................          7.10
   (c) ..........................          N.A.
311(a) ..........................          7.11
   (b) ..........................          7.11
   (c) ..........................          N.A.
312(a) ..........................          2.05
   (b) ..........................         13.03
   (c) ..........................         13.03
313(a) ..........................          7.06
   (b)(1) .......................          N.A.
   (b)(2) .......................       7.06; 7.07
   (c) ..........................      7.06; 13.02
   (d) ..........................          7.06
314(a) ..........................   4.03; 13.02; 13.05
   (b)(1) .......................          N.A.
   (c)(1) .......................         13.04
   (c)(2) .......................         13.04
   (c)(3) .......................          N.A.
   (d) ..........................          N.A.
   (e) ..........................         13.05
   (f) ..........................          N.A.
315(a) ..........................          7.01
   (b) ..........................       7.05,13.02
   (c) ..........................          7.01
   (d) ..........................          7.01
   (e) ..........................          6.11
316(a)(last sentence) ...........          2.09
   (a)(1)(A) ....................          6.05
   (a)(1)(B) ....................          6.04
   (a)(2) .......................          N.A.
   (b) ..........................          6.07
   (c) ..........................          2.12
317(a)(1) .......................          6.08
   (a)(2) .......................          6.09
   (b) ..........................          2.04
318(a) ..........................         13.01
   (b) ..........................          N.A.
   (c) ..........................         13.01
</TABLE>

N.A. means not applicable.

* This Cross-Reference Table is not part of the Indenture.

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                    Page
<S>                                                                                                 <C>
                                               ARTICLE 1.
                                     DEFINITIONS AND INCORPORATION
                                              BY REFERENCE

Section 1.01    Definitions .....................................................................     1
Section 1.02    Other Definitions ...............................................................    26
Section 1.03    Incorporation by Reference of Trust Indenture Act ...............................    27
Section 1.04    Rules of Construction ...........................................................    27

                                              ARTICLE 2.
                                               THE NOTES

Section 2.01    Form and Dating .................................................................    28
Section 2.02    Execution and Authentication ....................................................    29
Section 2.03    Registrar and Paying Agent ......................................................    29
Section 2.04    Paying Agent to Hold Money in Trust .............................................    29
Section 2.05    Holder Lists ....................................................................    30
Section 2.06    Transfer and Exchange ...........................................................    30
Section 2.07    Replacement Notes ...............................................................    41
Section 2.08    Outstanding Notes ...............................................................    42
Section 2.09    Treasury Notes ..................................................................    42
Section 2.10    Temporary Notes .................................................................    42
Section 2.11    Cancellation ....................................................................    42
Section 2.12    Defaulted Interest ..............................................................    43
Section 2.13    Issuance of Additional Notes ....................................................    43

                                              ARTICLE 3.
                                       REDEMPTION AND PREPAYMENT

Section 3.01    Notices to Trustee ..............................................................    43
Section 3.02    Selection of Notes to Be Redeemed or Purchased ..................................    44
Section 3.03    Notice of Redemption ............................................................    44
Section 3.04    Effect of Notice of Redemption ..................................................    45
Section 3.05    Deposit of Redemption or Purchase Price .........................................    45
Section 3.06    Notes Redeemed or Purchased in Part .............................................    45
Section 3.07    Optional Redemption .............................................................    46
Section 3.08    Mandatory Redemption ............................................................    46
Section 3.09    Offer to Purchase by Application of Excess Proceeds .............................    46

                                              ARTICLE 4.
                                               COVENANTS

Section 4.01    Payment of Notes ................................................................    48
Section 4.02    Maintenance of Office or Agency .................................................    49
Section 4.03    Reports .........................................................................    49
Section 4.04    Compliance Certificate ..........................................................    50
Section 4.05    Taxes ...........................................................................    51
Section 4.06    Stay, Extension and Usury Laws ..................................................    51
Section 4.07    Restricted Payments .............................................................    51
Section 4.08    Dividend and Other Payment Restrictions Affecting Subsidiaries ..................    55
Section 4.09    Incurrence of Indebtedness and Issuance of Preferred Stock ......................    57
</TABLE>

                                        i
<PAGE>

<TABLE>
<S>                                                                                                  <C>
Section 4.10    Asset Sales .....................................................................    60
Section 4.11    Transactions with Affiliates ....................................................    62
Section 4.12    Liens ...........................................................................    63
Section 4.13    Business Activities .............................................................    63
Section 4.14    Corporate Existence .............................................................    64
Section 4.15    Offer to Repurchase Upon Change of Control ......................................    64
Section 4.16    No Layering of Debt .............................................................    66
Section 4.17    Future Subsidiary Guarantees ....................................................    66
Section 4.18    Designation of Restricted and Unrestricted Subsidiaries .........................    66

                                              ARTICLE 5.
                                              SUCCESSORS

Section 5.01    Merger, Consolidation, or Sale of Assets ........................................    67
Section 5.02    Successor Corporation Substituted ...............................................    68

                                              ARTICLE 6.
                                         DEFAULTS AND REMEDIES

Section 6.01    Events of Default ...............................................................    68
Section 6.02    Acceleration ....................................................................    70
Section 6.03    Other Remedies ..................................................................    71
Section 6.04    Waiver of Past Defaults .........................................................    71
Section 6.05    Control by Majority .............................................................    71
Section 6.06    Limitation on Suits .............................................................    71
Section 6.07    Rights of Holders of Notes to Receive Payment ...................................    72
Section 6.08    Collection Suit by Trustee ......................................................    72
Section 6.09    Trustee May File Proofs of Claim ................................................    72
Section 6.10    Priorities ......................................................................    73
Section 6.11    Undertaking for Costs ...........................................................    73

                                              ARTICLE 7.
                                                TRUSTEE

Section 7.01    Duties of Trustee ...............................................................    73
Section 7.02    Rights of Trustee ...............................................................    74
Section 7.03    Individual Rights of Trustee ....................................................    75
Section 7.04    Trustee's Disclaimer ............................................................    75
Section 7.05    Notice of Defaults ..............................................................    75
Section 7.06    Reports by Trustee to Holders of the Notes ......................................    75
Section 7.07    Compensation and Indemnity ......................................................    76
Section 7.08    Replacement of Trustee ..........................................................    76
Section 7.09    Successor Trustee by Merger, etc ................................................    77
Section 7.10    Eligibility; Disqualification ...................................................    77
Section 7.11    Preferential Collection of Claims Against Company ...............................    77

                                              ARTICLE 8.
                               LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01    Option to Effect Legal Defeasance or Covenant Defeasance ........................    78
Section 8.02    Legal Defeasance and Discharge ..................................................    78
Section 8.03    Covenant Defeasance .............................................................    78
Section 8.04    Conditions to Legal or Covenant Defeasance ......................................    79
Section 8.05    Deposited Money and Government Securities to be Held in Trust; Other
                 Miscellaneous Provisions .......................................................    80
</TABLE>

                                       ii
<PAGE>

<TABLE>
<S>                                                                                                  <C>
Section 8.06    Repayment to Company ............................................................    81
Section 8.07    Reinstatement ...................................................................    81

                                              ARTICLE 9.
                                   AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01    Without Consent of Holders of Notes .............................................    81
Section 9.02    With Consent of Holders of Notes ................................................    82
Section 9.03    Compliance with Trust Indenture Act .............................................    84
Section 9.04    Revocation and Effect of Consents ...............................................    84
Section 9.05    Notation on or Exchange of Notes ................................................    84
Section 9.06    Trustee to Sign Amendments, etc .................................................    84

                                              ARTICLE 10.
                                             SUBORDINATION

Section 10.01   Agreement to Subordinate ........................................................    85
Section 10.02   Liquidation; Dissolution; Bankruptcy ............................................    85
Section 10.03   Default on Designated Senior Debt ...............................................    85
Section 10.04   Acceleration of Notes ...........................................................    86
Section 10.05   When Distribution Must Be Paid Over .............................................    86
Section 10.06   Notice by Company ...............................................................    87
Section 10.07   Subrogation .....................................................................    87
Section 10.08   Relative Rights .................................................................    87
Section 10.09   Subordination May Not Be Impaired by Company ....................................    88
Section 10.10   Distribution or Notice to Representative ........................................    88
Section 10.11   Rights of Trustee and Paying Agent ..............................................    88
Section 10.12   Authorization to Effect Subordination ...........................................    88

                                              ARTICLE 11.
                                            NOTE GUARANTEES

Section 11.01   Guarantee .......................................................................    88
Section 11.02   Subordination of Note Guarantee .................................................    89
Section 11.03   Limitation on Guarantor Liability ...............................................    90
Section 11.04   Execution and Delivery of Note Guarantee ........................................    90
Section 11.05   Guarantors May Consolidate, etc., on Certain Terms ..............................    90
Section 11.06   Releases ........................................................................    91

                                              ARTICLE 12.
                                      SATISFACTION AND DISCHARGE

Section 12.01   Satisfaction and Discharge ......................................................    92
Section 12.02   Application of Trust Money ......................................................    93
Section 12.03   Reinstatement ...................................................................    93
Section 12.04   Repayment to Company ............................................................    93

                                              ARTICLE 13.
                                             MISCELLANEOUS

Section 13.01   Trust Indenture Act Controls ....................................................    93
Section 13.02   Notices .........................................................................    94
Section 13.03   Communication by Holders of Notes with Other Holders of Notes ...................    94
Section 13.04   Certificate and Opinion as to Conditions Precedent ..............................    95
Section 13.05   Statements Required in Certificate or Opinion ...................................    95
Section 13.06   Rules by Trustee and Agents .....................................................    95
</TABLE>

                                       iii
<PAGE>

<TABLE>
<S>                                                                                                  <C>
Section 13.07   No Personal Liability of Directors, Officers, Employees and Stockholders. .......    95
Section 13.08   Governing Law. ..................................................................    96
Section 13.09   No Adverse Interpretation of Other Agreements ...................................    96
Section 13.10   Successors ......................................................................    96
Section 13.11   Severability. ...................................................................    96
Section 13.12   Counterpart Originals. ..........................................................    96
Section 13.13   Table of Contents, Headings, etc. ...............................................    96
</TABLE>

                                    EXHIBITS

Exhibit A    FORM OF NOTE
Exhibit B    FORM OF CERTIFICATE OF TRANSFER
Exhibit C    FORM OF CERTIFICATE OF EXCHANGE
Exhibit D    FORM OF CERTIFICATE FROM ACQUIRING INSTITUTIONAL ACCREDITED
             INVESTOR
Exhibit E    FORM OF NOTATION OF GUARANTEE
Exhibit F    FORM OF SUPPLEMENTAL INDENTURE

                                       iv
<PAGE>

         INDENTURE dated as of December 19, 2003 among THL Bedding Company, a
Delaware corporation, to be merged ultimately with and into Simmons Company, a
Delaware corporation (the "Company"), the Guarantors (as defined) and Wells
Fargo Bank Minnesota, National Association, as trustee (the "Trustee").

         The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders (as
defined) of the 7.875% Senior Subordinated Notes due 2014 (the "Notes")issued
under this Indenture:

                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01 Definitions.

         "144A Global Note" means a Global Note substantially in the form of
Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend
and deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee that will be issued in a denomination equal to the
outstanding principal amount of the Notes sold in reliance on Rule 144A.

         "Acquired Debt" means, with respect to any specified Person:

                  (1) Indebtedness of any other Person existing at the time such
         other Person is merged with or into or became a Subsidiary of such
         specified Person, whether or not such Indebtedness is incurred in
         connection with, or in contemplation of, such other Person merging with
         or into, or becoming a Subsidiary of, such specified Person; and

                  (2) Indebtedness secured by a Lien encumbering any asset
         acquired by such specified Person.

         "Additional Notes" means additional Notes (other than the Initial
Notes, the related Exchange Notes to be issued pursuant to the Registration
Rights Agreement and Notes issued under Sections 2.06, 2.07, 2.10 and 3.06
hereof) issued under this Indenture in accordance with Sections 2.02, 2.13 and
4.09 hereof, as part of the same series as the Initial Notes.

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise. For purposes of this definition, the terms
"controlling," "controlled by" and "under common control with" have correlative
meanings. No Person (other than the Company or any Subsidiary of the Company) in
whom a Receivables Subsidiary makes an Investment in connection with a Qualified
Receivables Transaction will be deemed to be an Affiliate of the Company or any
of its Subsidiaries solely by reason of such Investment.

         "Agent" means any Registrar, co-registrar, Paying Agent or additional
paying agent.

         "Applicable Procedures" means, with respect to any transfer, redemption
or exchange of or for beneficial interests in any Global Note, the rules and
procedures of the Depositary, Euroclear and Clearstream that apply to such
transfer, redemption or exchange.

                                       1
<PAGE>

         "Asset Acquisition" means (a) an Investment by the Company or any of
its Restricted Subsidiaries in any other Person if, as a result of such
Investment, such Person shall become a Restricted Subsidiary of the Company, or
shall be merged with or into the Company or any Restricted Subsidiary of the
Company, or (b) the acquisition by the Company or any Restricted Subsidiary of
the Company of all or substantially all of the assets of any other Person or any
division or line of business of any other Person.

         "Asset Sale" means:

                  (1) the sale, lease (other than an operating lease entered
         into in the ordinary course of business), conveyance or other
         disposition of any assets or rights of the Company or any Restricted
         Subsidiary; provided that the sale, conveyance or other disposition of
         all or substantially all of the assets of the Company and its
         Restricted Subsidiaries taken as a whole shall be governed by Section
         4.15 and/or Section 5.01 hereof and not by the provisions of Section
         4.10 hereof; and

                  (2) the issuance of Equity Interests in any of the Company's
         Restricted Subsidiaries or the sale of Equity Interests in any of its
         Subsidiaries (in each case other than directors' qualifying Equity
         Interests or Equity Interests required by applicable law to be held by
         a Person other than the Company or a Restricted subsidiary).

Notwithstanding the preceding, the following items will not be deemed to be
Asset Sales:

                  (1) any single transaction or series of related transactions
         that involves assets or rights having a Fair Market Value of less than
         $5.0 million;

                  (2) a sale, conveyance or other disposition or transfer of
         assets between or among the Company and its Restricted Subsidiaries,

                  (3) an issuance of Equity Interests by, or a sale of Equity
         Interests in, a Restricted Subsidiary of the Company to the Company or
         to another Restricted Subsidiary of the Company;

                  (4) the sale, lease, sub-lease, license, sub-license,
         consignment, conveyance or other disposition of equipment, inventory or
         other assets in the ordinary course of business, including leases with
         a duration of no greater than 24 months with respect to facilities that
         are temporarily not in use or pending their disposition, or accounts
         receivable in connection with the compromise, settlement or collection
         thereof;

                  (5) the sale, lease, conveyance or other disposition of
         obsolete, damaged or worn out equipment or property in the ordinary
         course of business or any other property that is uneconomic or no
         longer useful to the conduct of the business of the Company or its
         Restricted Subsidiaries;

                  (6) the sale, conveyance or other disposition of cash or Cash
         Equivalents;

                  (7) sales, conveyances or other dispositions of accounts
         receivable and related assets or participations therein in connection
         with any Qualified Receivables Transaction;

                  (8) a Restricted Payment or Permitted Investment that is
         permitted by Section 4.07 hereof;

                  (9) the licensing of intellectual property to third Persons on
         customary terms as determined in good faith by the Board of Directors
         of the Company; or

                                       2
<PAGE>

                  (10) any sale of Equity Interests in or Indebtedness or other
         securities of an Unrestricted Subsidiary.

         "Bankruptcy Law" means Title 11, U.S. Code or any similar federal or
state law for the relief of debtors.

         "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3
and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular "person" (as that term is used in Section 13(d)(3)
of the Exchange Act), such "person" will be deemed to have beneficial ownership
of all securities that such "person" has the right to acquire by conversion or
exercise of other securities, whether such right is currently exercisable or is
exercisable only upon the occurrence of a subsequent condition. The terms
"Beneficially Owns" and "Beneficially Owned" have a corresponding meaning.

         "Board of Directors" means:

                  (1) with respect to a corporation, the board of directors of
         the corporation or a committee thereof authorized to exercise the power
         of the board of directors of such corporation;

                  (2) with respect to a partnership or limited liability
         company, the managing general partner or partners or the managing
         member or members or any controlling committee of partners or members,
         as applicable; and

                  (3) with respect to any other Person, any similar governing
         body.

         "Board Resolution" means a copy of a resolution certified by the
secretary or assistant secretary (or an individual performing similar duties) of
the Company to have been duly adopted by the Board of Directors of the Company
and to be in full force and effect on the date of such certification, and
delivered to the Trustee.

         "Broker-Dealer" has the meaning set forth in the Registration Rights
Agreement.

         "Business Day" means any day other than a Legal Holiday.

         "Calculation Date" has the meaning ascribed to such term in the
definition of Fixed Charge Coverage Ratio.

         "Capital Lease Obligation" means, at the time any determination is to
be made, the amount of the liability in respect of a capital lease that would at
that time be required to be capitalized on a balance sheet in accordance with
GAAP, and the Stated Maturity thereof shall be the date of the last payment of
rent or any other amount due under such lease prior to the first date upon which
such lease may be prepaid by the lessee without payment of a penalty.

         "Capital Stock" means:

                  (1) in the case of a corporation, corporate stock;

                  (2) in the case of an association or business entity, any and
         all shares, interests, participations, rights or other equivalents
         (however designated) of corporate stock;

                                       3
<PAGE>

                  (3) in the case of a partnership or limited liability company,
         partnership or membership interests (whether general or limited); and

                  (4) any other interest or participation that confers on a
         Person the right to receive a share of the profits and losses of, or
         distributions of assets of, the issuing Person.

         "Cash Equivalents" means:

                  (1) United States dollars;

                  (2) securities issued or directly and fully guaranteed or
         insured by the United States government or any agency or
         instrumentality of the United States government (provided that the full
         faith and credit of the United States is pledged in support of those
         securities) having maturities of not more than 360 days from the date
         of acquisition;

                  (3) marketable general obligations issued by any state of the
         United States or any political subdivision of any such state or any
         public instrumentality thereof maturing within one year of the date of
         acquisition and at the time of acquisition rated "A" or better from
         either of Moody's Investors Service, Inc. or Standard & Poor's Ratings
         Services;

                  (4) certificates of deposit, time deposits and eurodollar time
         deposits or bankers' acceptances with maturities of one year or less
         from the date of acquisition, and overnight bank deposits, in each
         case, with any domestic commercial bank having capital and surplus in
         excess of $500.0 million;

                  (5) repurchase obligations for underlying securities of the
         types described in clauses (2), (3) and (4) above entered into with any
         financial institution meeting the qualifications specified in clause
         (4) above;

                  (6) commercial paper rated at the time of acquisition thereof
         at least A-1 or the equivalent by Moody's Investors Service, Inc. or
         at least P-1 or the equivalent by Standard & Poor's Ratings Services
         (or carrying an equivalent rating by a nationally recognized rating
         agency if both the two named agencies cease publishing ratings of
         investments) and in each case maturing within one year after the date
         of acquisition; and

                  (7) interests in investment companies or money market funds at
         least 95% of the assets of which constitute cash and Cash Equivalents
         of the kinds described in clauses (1) through (6) of this definition.

         "Change of Control" means the occurrence of any of the following:

                  (1) the sale, lease, transfer or other conveyance, in one or a
         series of related transactions, of all or substantially all of the
         assets of the Company and its Subsidiaries, taken as a whole, to any
         Person other than a Permitted Holder;

                  (2) the adoption of a plan by Holdings or the Company relating
         to the liquidation or dissolution of Holdings or the Company, as
         applicable;

                  (3) the Company becomes aware of (by way of a report or any
         other filing pursuant to Section 13(d) of the Exchange Act, proxy,
         vote, written notice or otherwise) the acquisition by any "person" or
         "group" (as such terms are used in Section 13(d) and Section 14(d) of
         the

                                       4
<PAGE>

         Exchange Act, or any successor provision), including any group acting
         for the purpose of acquiring, holding or disposing of securities
         (within the meaning of Rule 13d-5(b)(1) under the Exchange Act, or any
         successor provision), other than the Permitted Holders, in a single
         transaction or in a related series of transactions, by way of merger,
         consolidation or other business combination or purchase of beneficial
         ownership (within the meaning of Rule 13d-3 under the Exchange Act, or
         any successor provision), of 50% or more of the total voting power of
         the Voting Stock of the Company or any direct or indirect parent of the
         Company;

                  (4) (A) prior to the first public offering of common stock of
         either the Company or any direct or indirect parent of the Company, the
         first day on which the Board of Directors of the Company shall cease to
         consist of a majority of directors who (i) were members of the Board of
         Directors of the Company on the date hereof or (ii) were either (x)
         nominated for election by the Board of Directors of the Company, a
         majority of whom were directors on the date hereof or whose election or
         nomination for election was previously approved by a majority of such
         directors, or (y) designated or appointed by a Permitted Holder (each
         of the directors selected pursuant to clauses (A)(i) and (A)(ii),
         "Continuing Directors") and (B) after the first public offering of
         common stock of either the Company or any direct or indirect parent of
         the Company, if such public offering is of the Company's common stock,
         the first day on which a majority of the members of the Board of
         Directors of the Company are not Continuing Directors or if such public
         offering is of the parent's common stock, the first day on which a
         majority of the members of the Board of Directors of the parent are not
         directors who (i) were members of the Board of Directors of the parent
         on the date hereof or (ii) were either (x) nominated for election by
         the Board of Directors of the parent, a majority of whom were directors
         on the date hereof or whose election or nomination for election was
         previously approved by a majority of such directors, or (y) designated
         or appointed by a Permitted Holder; or

                  (5) Holdings or the Company consolidates with, or merges with
         or into, any Person, or any Person consolidates with, or merges with or
         into, Holdings or the Company, in any such event pursuant to a
         transaction in which any of the outstanding Voting Stock of Holdings,
         the Company or such other Person is converted into or exchanged for
         cash, securities or other property, other than any such transaction
         where (A) the Voting Stock of Holdings or the Company outstanding
         immediately prior to such transaction is converted into or exchanged
         for Voting Stock (other than Disqualified Stock) of the surviving or
         transferee Person constituting a majority of the outstanding shares of
         such Voting Stock of such surviving or transferee Person (immediately
         after giving effect to such issuance) and (B) immediately after such
         transaction, no "person" or "group" (as such terms are used in Sections
         13(d) and 14(d) of the Exchange Act, or any successor provision), other
         than the Permitted Holders, becomes the Beneficial Owner, directly or
         indirectly, of more than 50% of the voting power of the Voting Stock of
         the surviving or transferee Person.

         "Clearstream" means Clearstream Banking, S.A. and any successor
thereto.

         "Commodity Price Protection Agreement" means, with respect to any
Person, any agreement or arrangement designed to protect such Person against
fluctuations in commodity prices.

         "Company" means Simmons Company, and any and all successors thereto.

         "Consolidated Cash Flow" means, with respect to any specified Person
for any period, the Consolidated Net Income of such Person for such period plus:

                                       5
<PAGE>

                  (1) provision for taxes based on income or profits of such
         Person and its Restricted Subsidiaries for such period, to the extent
         that such provision for taxes was deducted in computing such
         Consolidated Net Income; plus

                  (2) consolidated interest expense of such Person and its
         Restricted Subsidiaries for such period, whether paid or accrued and
         whether or not capitalized (including amortization of debt issuance
         costs and original issue discount, noncash interest payments, the
         interest component of any deferred payment obligations, the interest
         component of all payments associated with Capital Lease Obligations,
         imputed interest with respect to commissions, discounts and other fees
         and charges incurred in respect of letter of credit or bankers'
         acceptance financings, and net of the effect of all payments made or
         received pursuant to Hedging Obligations), to the extent that any such
         expense was deducted in computing such Consolidated Net Income; plus

                  (3) depreciation, amortization (excluding amortization of
         prepaid cash expenses that were paid in a prior period) and other
         noncash expenses (excluding any such noncash expense to the extent that
         it represents an accrual of or reserve for cash expenses in any future
         period or amortization of a prepaid cash expense that was paid in a
         prior period) of such Person and its Restricted Subsidiaries for such
         period, to the extent that such depreciation, amortization and other
         noncash expenses were deducted in computing such Consolidated Net
         Income; plus

                  (4) any management fees paid by the Company to the Equity
         Sponsor or any of its Affiliates in such period, to the extent that any
         such management fees were deducted in computing such Consolidated Net
         Income; provided that the maximum aggregate amount of such management
         fees in any 12-month period shall not exceed the greater of $1.5
         million and an amount equal to 1.0% of the consolidated earnings before
         interest, taxes, depreciation and amortization of the Company and its
         Subsidiaries for such period as computed in the Management Agreement;
         and provided further that the right to receive any such management fees
         shall be subordinated to the Notes in the event of a bankruptcy,
         insolvency or reorganization with respect to the Company; plus

                  (5) any reasonable expenses or charges related to any Equity
         Offering, Permitted Investment, acquisition, recapitalization or
         Indebtedness permitted to be incurred under this Indenture or to the
         Transactions and, in each case, deducted in computing such Consolidated
         Net Income; plus

                  (6) the amount of any one-time restructuring charges (which,
         for the avoidance of doubt, shall include retention, severance, systems
         establishment cost or excess pension charges) deducted in computing
         such Consolidated Net Income relating to the Transactions; plus

                  (7) without duplication, any other noncash charges (including
         any impairment charges, write-offs of assets and the impact of purchase
         accounting, including, but not limited to, the amortization of
         inventory step-up) reducing such Consolidated Net Income (excluding any
         such charge that represents an accrual or reserve for a cash
         expenditure for a future period); minus

                  (8) noncash items increasing such Consolidated Net Income for
         such period, excluding any items which represent the reversal of any
         accrual of, or cash reserve for, anticipated cash charges in any prior
         period,

in each case, on a consolidated basis and determined in accordance with GAAP.

                                       6
<PAGE>

         "Consolidated Net Income" means, with respect to any specified Person
for any period, the aggregate of the Net Income of such Person and its
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP; provided that:

                  (1) the Net Income of any Person that is not a Restricted
         Subsidiary or that is accounted for by the equity method of accounting
         will be included only to the extent of the amount of dividends or
         distributions paid in cash to the specified Person or a Restricted
         Subsidiary of the specified Person (and if such Net Income is a loss
         will be included only to the extent that such loss has been funded with
         cash by the specified Person or a Restricted Subsidiary of the
         specified Person);

                  (2) the Net Income of any Restricted Subsidiary will be
         excluded to the extent that the declaration or payment of dividends or
         similar distributions or the making of loans or intercompany advances
         by that Restricted Subsidiary of that Net Income is not at the date
         of determination permitted without any prior governmental approval
         (that has not been obtained) or, directly or indirectly, by operation
         of the terms of its charter or any agreement, instrument, judgment,
         decree, order, statute, rule or governmental regulation applicable to
         that Restricted Subsidiary or its stockholders;

                  (3) except with respect to any gain (but not loss) realized
         upon the sale of assets held for sale on the date of this Indenture,
         any net gain or loss realized upon the sale or other disposition of any
         asset of such Person or its Restricted Subsidiaries (including pursuant
         to a sale/leaseback transaction) that is not sold or otherwise disposed
         of in the ordinary course of business and any net gain or loss realized
         upon the sale or other disposition of any Equity Interest of any Person
         will be excluded;

                  (4) any extraordinary gain or loss will be excluded;

                  (5) the cumulative effect of a change in accounting principles
         will be excluded;

                  (6) any increase in cost of sales as a result of the step-up
         in inventory valuation arising from applying the purchase method of
         accounting in accordance with GAAP in connection with any acquisition
         consummated after the date of this Indenture, net of taxes, shall be
         excluded;

                  (7) noncash charges relating to employee benefit or other
         management compensation plans of Holdings or any direct or indirect
         parent of the Company (to the extent such noncash charges relate to
         plans of Holdings or such parent for the benefit of members of the
         Board of Directors of the Company (in their capacity as such) or
         employees of the Company and its Restricted Subsidiaries), the Company
         or any of its Restricted Subsidiaries or any noncash compensation
         charge arising from any grant of stock, stock options or other
         equity-based awards of Holdings or such parent (to the extent such
         noncash charges relate to plans of Holdings or such parent for the
         benefit of members of the Board of Directors of the Company (in their
         capacity as such) or employees of the Company and its Restricted
         Subsidiaries), the Company or any of its Restricted Subsidiaries
         (excluding in each case any noncash charge to the extent that it
         represents an accrual of or reserve for cash expenses in any future
         period or amortization of a prepaid cash expense incurred in a prior
         period), in each case, to the extent that such noncash charges are
         deducted in computing such Consolidated Net Income, will be excluded;

                  (8) any non-recurring fees, charges or other expenses made or
         incurred in connection with the Transactions and the transactions
         contemplated thereby within 180 days of the date of this Indenture will
         be excluded; and

                                       7
<PAGE>

                  (9) any goodwill impairment charges will be excluded.

         "Continuing Directors" has the meaning ascribed to such term in clause
4(A) of the definition of Change of Control.

         "Corporate Trust Office of the Trustee" will be at the address of the
Trustee specified in Section 13.02 hereof or such other address as to which the
Trustee may give notice to the Company.

         "Credit Agreement" means that certain Credit Agreement, to be dated as
of December 19, 2003, by and among Goldman Sachs Credit Partners L.P. and UBS
Securities LLC, as co-syndication agents, Deutsche Bank A.G., New York branch,
as administrative agent, and the other agents and lenders named therein,
providing for up to $405.0 million of term loan borrowings, $75.0 million of
revolving credit borrowings and up to $100.0 million of incremental facilities,
including any related notes, Guarantees, collateral documents, instruments and
agreements executed in connection therewith, and in each case as amended,
modified, renewed, refunded, replaced or refinanced or otherwise restructured in
whole or in part from time to time, whether by the same or any other agent,
lender or group of lenders.

         "Credit Facilities" means one or more debt facilities (including the
Credit Agreement), indentures or commercial paper facilities or other
agreements, in each case with banks or other institutional lenders or investors
providing for revolving credit loans, term loans, notes, receivables financing
(including through the sale of receivables to such lenders or to special purpose
entities formed to borrow from such lenders against such receivables) or letters
of credit, in each case, as amended, restated, modified, supplemented, renewed,
refunded, replaced, restructured or refinanced in whole or in part from time to
time (including any agreement extending the maturity thereof or increasing the
amount of available borrowings thereunder or adding Restricted Subsidiaries of
the Company as additional borrowers or guarantors thereunder), whether by the
same or any other agent, lender or group of lenders.

         "Currency Agreement" means, with respect to any Person, any foreign
exchange contract, currency swap agreements, futures contract, options contract,
synthetic cap or other similar agreement or arrangement to which such Person is
a party or of which it is a beneficiary for the purpose of hedging foreign
currency risk.

         "Custodian" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.03 hereof as
the Custodian with respect to the Notes in global form, and any and all
successors thereto appointed as Custodian hereunder and having become such
pursuant to the applicable provision of this Indenture.

         "Default" means any event that is, or with the passage of time or the
giving of notice or both would be, an Event of Default.

         "Definitive Note" means a certificated Note registered in the name of
the Holder thereof and issued in accordance with Section 2.06 or Section 2.10
hereof, substantially in the form of Exhibit A hereto, except that such Note
shall not bear the Global Note Legend and shall not have the "Schedule of
Exchanges of Interests in the Global Note" attached thereto.

         "Depositary" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.03 hereof as
the Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

                                       8
<PAGE>

         "Designated Noncash Consideration" means the Fair Market Value of
noncash consideration received by the Company or one or more of its Restricted
Subsidiaries in connection with an Asset Sale that is so designated as
Designated Noncash Consideration pursuant to an Officers' Certificate setting
forth the basis of valuation.

         "Designated Senior Debt" means:

                  (1) any Indebtedness outstanding under the Credit Agreement;
         and

                  (2) after payment in full of all Obligations under the Credit
         Agreement, any other Senior Debt permitted under this Indenture, the
         principal amount of which is $25.0 million or more and that has been
         designated by the Company as "Designated Senior Debt."

         "Disqualified Stock" means any Capital Stock that, by its terms (or by
the terms of any security into which it is convertible, or for which it is
exchangeable or exercisable, in each case at the option of the holder of the
Capital Stock), or upon the happening of any event (other than in an event
solely within the control of the issuer thereof), matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable
at the option of the holder of the Capital Stock, in whole or in part, on or
prior to the date that is 91 days after the date on which the Notes mature;
provided, however, that any class of Capital Stock that, by its terms,
authorizes the issuer thereof to satisfy in full its obligations with respect to
payment of dividends or upon maturity, redemption (pursuant to a sinking fund or
otherwise) or repurchase thereof or otherwise by delivery of Capital Stock that
is not Disqualified Stock, and that is not convertible, puttable or exchangeable
for Disqualified Stock or Indebtedness, shall not be deemed Disqualified Stock
so long as such issuer satisfies its obligations with respect thereto solely by
the delivery of Capital Stock that is not Disqualified Stock. Notwithstanding
the preceding sentence, any Capital Stock that would constitute Disqualified
Stock solely because the holders of the Capital Stock have the right to require
the Company to repurchase such Capital Stock upon the occurrence of a change of
control or an asset sale shall not constitute Disqualified Stock if the terms of
such Capital Stock provide that the Company may not repurchase or redeem any
such Capital Stock pursuant to such provisions unless the Company has first
complied with Sections 4.10 and 4.15 hereof.

         "Domestic Subsidiary" means any Restricted Subsidiary of the Company
that was formed under the laws of the United States or any state of the United
States or the District of Columbia or that guarantees or otherwise provides
direct credit support for any Indebtedness of the Company.

         "Equity Interests" means Capital Stock and all warrants, options or
other rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

         "Equity Registration Rights Agreement" means that certain Registration
Rights Agreement, dated December 19, 2003, by and among Holdings and the
securityholders named therein.

         "Equity Offering" means a public or private sale for cash of Capital
Stock (other than Disqualified Stock).

         "Equity Sponsor" means Thomas H. Lee Equity Fund V, L.P. and its
Affiliates.

         "Euroclear" means Euroclear Bank, S.A./N.V., as operator of the
Euroclear system, and any successor thereto.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

                                       9
<PAGE>

         "Exchange Notes" means the Notes issued in the Exchange Offer
pursuant to Section 2.06(f) hereof.

         "Exchange Offer" has the meaning set forth in the Registration Rights
Agreement.

         "Exchange Offer Registration Statement" has the meaning set forth in
the Registration Rights Agreement.

         "Excluded Contributions" means the net cash proceeds received by the
Company after the date of this Indenture from (a) contributions to its common
equity capital and (b) the sale (other than to a Subsidiary or to any management
equity plan or stock option plan or any other management or employee benefit
plan or agreement of the Company or any of its Subsidiaries) of Capital Stock
(other than Disqualified Stock) of the Company, in each case designated within
60 days of the receipt of such net cash proceeds as Excluded Contributions
pursuant to an Officers' Certificate, the cash proceeds of which are excluded
from the calculation set forth in the second clause (3) of Section 4.07(a)
hereof; provided that such proceeds may at any time be redesignated by the
Company so as not to constitute Excluded Contributions and will thereafter be
included in the calculation set forth in the second clause (3) of Section
4.07(a) hereof.

         "Existing Indebtedness" means the Indebtedness of the Company and its
Restricted Subsidiaries (other than Indebtedness under the Credit Agreement and
the Senior Term Loan) in existence on the date of this Indenture.

         "Existing Simmons 2009 Notes" means the Company's 10.25% Senior
Subordinated Notes due 2009 that are outstanding on the date of this Indenture,
which rank pari passu in right of payment with the Notes.

         "Fair Market Value" means the value that would be paid by a willing
buyer to an unaffiliated willing seller in a transaction not involving distress
or necessity of either party, determined in good faith by the Board of Directors
of the Company.

         "Fixed Charge Coverage Ratio" means, with respect to any specified
Person for any period, the ratio of the Consolidated Cash Flow of such Person
and its Restricted Subsidiaries for such period to the Fixed Charges of such
Person and its Restricted Subsidiaries for such period. In the event that the
specified Person or any of its Restricted Subsidiaries incurs, assumes,
Guarantees, repays, repurchases or redeems any Indebtedness (other than ordinary
working capital borrowings) or issues, repurchases or redeems Disqualified Stock
of such Person or preferred stock of a Restricted Subsidiary of such Person
subsequent to the commencement of the period for which the Fixed Charge Coverage
Ratio is being calculated and on or prior to the date on which the event for
which the calculation of the Fixed Charge Coverage Ratio is made (the
"Calculation Date"), then the Fixed Charge Coverage Ratio will be calculated
giving pro forma effect to such incurrence, assumption, Guarantee, repayment,
repurchase or redemption of Indebtedness, or such issuance, repurchase or
redemption of preferred stock, and the use of the proceeds therefrom as if the
same had occurred at the beginning of the applicable four-quarter reference
period.

In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

                  (1) Asset Acquisitions that have been made by the specified
         Person or any of its Restricted Subsidiaries, including through mergers
         or consolidations and including any related financing transactions,
         during the four-quarter reference period or subsequent to such
         reference period and on or prior to the Calculation Date will be given
         pro forma effect as if they had

                                       10
<PAGE>

         occurred on the first day of the four-quarter reference period, and
         Consolidated Cash Flow for such reference period will be calculated on
         a proforma basis in accordance with Regulation S-X under the
         Securities Act and may include operating expense reductions (net of
         continuing associated expenses but excluding non-recurring associated
         expenses) for such period resulting from the acquisition which is being
         given pro forma effect to that either (a) would be permitted pursuant
         to Rule 11-02 of Regulation S-X under the Securities Act, or any
         successor provision or (b) constitute Pro Forma Cost Savings;

                  (2) the Consolidated Cash Flow attributable to discontinued
         operations, as determined in accordance with GAAP, and operations or
         businesses disposed of prior to the Calculation Date, will be excluded;
         and

                  (3) the Fixed Charges attributable to discontinued operations,
         as determined in accordance with GAAP, and operations or businesses
         disposed of prior to the Calculation Date, will be excluded, but only
         to the extent that the obligations giving rise to such Fixed Charges
         will not be obligations of the specified Person or any of its
         Restricted Subsidiaries following the Calculation Date.

In addition, to the extent not covered by the foregoing, if the Transactions
have occurred in the four-quarter period used to determine the Fixed Charge
Coverage Ratio, then the Fixed Charge Coverage Ratio shall be determined giving
pro forma effect to the Transactions on the same basis given in the Offering
Circular.

If any Indebtedness bears a floating rate of interest, the interest expense on
such Indebtedness shall be calculated as if the rate in effect on the date of
determination had been the applicable rate for the entire period (taking into
account any Hedging Obligation applicable to such Indebtedness if such Hedging
Obligation has a remaining term as of the date of determination in excess of 12
months).

         "Fixed Charges" means, with respect to any specified Person and its
Restricted Subsidiaries for any period, the sum without duplication, of:

                  (1) the consolidated interest expense of such Person and its
         Restricted Subsidiaries for such period, whether paid or accrued,
         including amortization of debt issuance costs and original issue
         discount, noncash interest payments, the interest component of any
         deferred payment obligations, the interest component of all payments
         associated with Capital Lease Obligations, imputed interest with
         respect to commissions, discounts and other fees and charges incurred
         in respect of letter of credit or bankers' acceptance financings, and
         net of the effect of all payments made or received pursuant to Hedging
         Obligations; plus

                  (2) the consolidated interest of such Person and its
         Restricted Subsidiaries that was capitalized during such period; plus

                  (3) any interest expense on Indebtedness of another Person
         that is Guaranteed by such Person or one or more of its Restricted
         Subsidiaries or secured by a Lien on assets of such Person or one or
         more of its Restricted Subsidiaries, whether or not such Guarantee or
         Lien is called upon; plus

                  (4) commissions, discounts, yield and other financing fees and
         financing charges incurred in connection with any transaction
         (including a Qualified Receivables Transaction) pursuant to which such
         Person or any of its Restricted Subsidiaries may sell, convey or
         otherwise transfer or

                                       11
<PAGE>

         grant a security interest in any accounts receivable or related assets
         of the type specified in the definition of Qualified Receivables
         Transaction; plus

                  (5) the product of (a) all dividends, whether paid or accrued
         and whether or not in cash, on any series of Disqualified Stock of such
         Person or preferred stock of any of its Restricted Subsidiaries, other
         than dividends on Equity Interests payable solely in Equity Interests
         of the Company (other than Disqualified Stock) or to the Company or a
         Restricted Subsidiary of the Company, times (b) a fraction, the
         numerator of which is one and the denominator of which is one minus the
         then current combined federal, state and local statutory tax rate of
         such Person, expressed as a decimal, in each case, on a consolidated
         basis and in accordance with GAAP.

         "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect from time to time.

         "Global Note Legend" means the legend set forth in Section 2.06(g)(2)
hereof, which is required to be placed on all Global Notes issued under this
Indenture.

         "Global Notes" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes deposited with or on
behalf of and registered in the name of the Depositary or its nominee,
substantially in the form of Exhibit A hereto and that bears the Global Note
Legend and that has the "Schedule of Exchanges of Interests in the Global Note"
attached thereto, issued in accordance with Section 2.01(b), 2.06(b)(3),
2.06(b)(4), 2.06(d) or 2.06(f) hereof.

         "Government Securities" means direct obligations (or certificates
representing an ownership interest in such obligation) of, or obligations
guaranteed by, the United States of America (including any agency or
instrumentality thereof), and the payment for which the United States pledges
its full faith and credit.

         "Guarantee" means a guarantee, other than by endorsement of negotiable
instruments for collection in the ordinary course of business, direct or
indirect, in any manner ,including by way of a pledge of assets or through
letters of credit or reimbursement agreements in respect thereof, of all or any
part of any Indebtedness.

         "Guarantors" means:

                  (1) each of the Company's Domestic Subsidiaries, if any, that
         either Guarantees or incurs any Indebtedness (other than intercompany
         Indebtedness); and

                  (2) any other Subsidiary of the Company that executes a Note
         Guarantee in accordance with the provisions of this Indenture,

         and their respective successors and assigns.

         "Hedging Obligations" means, with respect to any specified Person, the
obligations of such Person under:

                  (1) interest rate swap agreements, interest rate cap
         agreements and interest rate collar agreements;

                                       12
<PAGE>

                  (2) any Currency Agreement or Commodity Price Protection
         Agreement; and

                  (3) other agreements or arrangements of a similar character
         designed to protect such Person against fluctuations in interest rates.

         "Holder" means a Person in whose name a Note is registered.

         "Holdings" means THL Bedding Holding Company and its successors.

         "IAI Global Note" means a Global Note substantially in the form of
Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend
and deposited with or on behalf of and registered in the name of the Depositary
or its nominee that will be issued in a denomination equal to the outstanding
principal amount of the Notes sold to Institutional Accredited Investors.

         "Indebtedness" means, with respect to any specified Person, any
indebtedness of such Person, whether or nor contingent:

                  (1) in respect of borrowed money;

                  (2) evidenced by bonds, notes, debentures or similar
         instruments or letters of credit (or reimbursement agreements in
         respect thereof);

                  (3) in respect of bankers' acceptances;

                  (4) representing Capital Lease Obligations;

                  (5) representing the deferred and unpaid balance of the
         purchase price of any property, except any such balance that
         constitutes an accrued expense or trade payable;

                  (6) amounts outstanding and other obligations of such Person
         in respect of a Qualified Receivables Transaction; or

                  (7) representing any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit
and Hedging obligations) would appear as a liability upon a balance sheet of the
specified Person prepared in accordance with GAAP. In addition, the term
"Indebtedness" includes (i) all Indebtedness of others secured by a Lien on any
asset of the specified Person (whether or not such Indebtedness is assumed by
the specified Person); provided, however, that the amount of Indebtedness of
such Person shall be the lesser of (A) the Fair Market Value of such asset at
such date of determination and (B) the amount of such Indebtedness of such other
Persons; and (ii) to the extent not otherwise included, the Guarantee by the
specified Person of any Indebtedness of any other Person. For avoidance of
doubt, any contingent obligation of the Company or any of its Restricted
Subsidiaries to reacquire assets or inventory entered into in the ordinary
course of business in connection with customer financing arrangements will not
constitute Indebtedness or a Guarantee of Indebtedness.

         The amount of any Indebtedness outstanding as of any date will be:

                  (1) the accreted value of the Indebtedness, in the case of any
         Indebtedness issued with original issue discount; and

                                       13
<PAGE>

                  (2) the principal amount of the Indebtedness, together with
         any interest on the Indebtedness that is more than 30 days past due, in
         the case of any other Indebtedness.

         In addition, for purposes of determining the outstanding principal
amount of any particular Indebtedness incurred pursuant to Section 4.09 hereof:

                  (1) Guarantees or obligations in respect of letters of credit
         relating to Indebtedness which is otherwise included in the
         determination of a particular amount of Indebtedness shall not be
         double-counted;

                  (2) the principal amount of any Disqualified Stock of the
         Company or preferred stock of a Restricted Subsidiary of the Company
         shall be the greater of the maximum mandatory redemption or purchase
         price (not including, in either case, any redemption or purchase
         premium) or the maximum liquidation preference; and

                  (3) the principal amount of Indebtedness, Disqualified Stock
         of the Company or preferred stock of a Restricted Subsidiary of the
         Company issued at a price less than the principal amount thereof,
         maximum fixed redemption or repurchase price thereof or liquidation
         preference thereof, as applicable, will be equal to the amount of the
         liability or obligation in respect thereof determined in accordance
         with GAAP.

         "Indenture" means this Indenture, as amended or supplemented from time
to time.

         "Indirect Participant" means a Person who holds a beneficial interest
in a Global Note through a Participant.

         "Initial Notes" means the first $200,000,000 aggregate principal amount
of Notes issued under this Indenture on the date hereof.

         "Initial Purchasers" means Goldman, Sachs & Co., Deutsche Bank
Securities Inc. and UBS Securities LLC.

         "Institutional Accredited Investor" means an institution that is an
"accredited investor" as defined in Rule 501(a)(l), (2),(3) or (7) under the
Securities Act, who are not also QIBs.

         "Investments" means, with respect to any Person, all direct or indirect
investments by such Person in other Persons (including Affiliates) in the forms
of loans (including Guarantees or other obligations), advances or capital
contributions (excluding payroll, travel and similar advances to officers and
employees to cover matters that are expected at the time of such advances
ultimately to be treated as expenses for accounting purposes and that are made
in the ordinary course of business), purchases or other acquisitions for
consideration of Indebtedness, Equity Interests or other securities, together
with all items that are or would be classified as investments on a balance sheet
prepared in accordance with GAAP. If the Company or any Restricted Subsidiary of
the Company sells or otherwise disposes of any Equity Interests of any direct or
indirect Restricted Subsidiary of the Company such that, after giving effect to
any such sale or disposition, such Person is no longer a Subsidiary of the
Company, the Company will be deemed to have made an Investment on the date of
any such sale or disposition equal to the Fair Market Value of the Equity
Interests of such Restricted Subsidiary not sold or disposed of in an amount
determined as provided in Section 4.07(c) hereof.

         "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions in the City of New York or at a place of payment are authorized by
law, regulation or executive order to remain

                                       14
<PAGE>

closed. If a payment date is a Legal Holiday at a place of payment, payment may
be made at that place on the next succeeding day that is not a Legal Holiday,
and no interest shall accrue on such payment for the intervening period.

         "Letter of Transmittal" means the letter of transmittal, or its
electronic equivalent in accordance with Applicable Procedures, to be prepared
by the Company and sent to all Holders of the Notes for use by such Holders in
connection with an Exchange Offer.

         "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind in respect of such asset,
whether or not filed, recorded or otherwise perfected under applicable law,
including any conditional sale or other title retention agreement, any lease in
the nature thereof, any option or other agreement to sell or give a security
interest in and, except in connection with any Qualified Receivables
Transaction, any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

         "Management Agreement" means that certain Management Agreement, dated
December 19, 2003, by and between the Company and THL Managers V, LLC.

         "Net Cash Proceeds "means, with respect to any issuance or sale of
Equity Interests, the cash proceeds of such issuance or sale net of attorneys'
fees, accountants' fees, underwriters' or placement agents' fees, discounts or
commissions and brokerage, consultant and other fees and expenses actually
incurred in connection with such issuance or sale and net of taxes paid or
payable as a result thereof.

         "Net Income" means, with respect to any specified Person, the net
income (loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred stock dividends.

         "Net Proceeds" means the aggregate cash proceeds received by the
Company or any of its Restricted Subsidiaries in respect of any Asset Sale
(including any cash received upon the sale or other disposition of any
Designated Noncash Consideration or other noncash consideration received in any
Asset Sale), net of the direct costs, fees and expenses relating to such Asset
Sale, including:

                  (1) legal, accounting and investment banking fees and all
         other professionals' and advisors' fees;

                  (2) sales commissions, title and recording expenses and any
         relocation expenses incurred as a result of the Asset Sale;

                  (3) taxes paid or payable or required to be accrued as a
         result of the Asset Sale, in each case, after taking into account any
         available tax credits or deductions and any tax sharing arrangements;

                  (4) amounts required to be applied to the repayment of
         Indebtedness (including all interest, premium, penalties, breakage,
         indemnities and fees in connection therewith), other than Indebtedness
         under a Credit Facility, secured by a Lien on the asset or assets that
         were the subject of such Asset Sale;

                  (5) all distributions and other payments required to be made
         to minority interest holders in Subsidiaries or joint ventures as a
         result of such Asset Sale; and

                  (6) any appropriate amounts to be provided by the seller as a
         reserve, in accordance with GAAP, against any liabilities associated
         with the property or other assets disposed of in such

                                       15
<PAGE>

         Asset Sale and retained by the Company or any of its Restricted
         Subsidiaries after such Asset Sale or as a reserve established in
         accordance with GAAP, for adjustment in the sales prices of the asset
         or assets, but only for so long as such reserve is required in
         accordance with GAAP.

         "Non-Recourse Debt" means Indebtedness:

                  (1) as to which neither the Company nor any of its Restricted
         Subsidiaries (a) provides credit support of any kind (including any
         undertaking, agreement or instrument that would constitute
         Indebtedness), (b) is directly or indirectly liable as a Guarantor or
         otherwise, or (c) constitutes the lender;

                  (2)no default with respect to which (including any rights that
         the holders of the Indebtedness may have to take enforcement action
         against an Unrestricted Subsidiary) would permit upon notice, lapse of
         time or both any holder of any other Indebtedness of the Company or any
         of its Restricted Subsidiaries to declare a default on such other
         Indebtedness or cause the payment of the Indebtedness to be accelerated
         or payable prior to its Stated Maturity; and

                  (3) as to which the lenders have been notified or acknowledged
         in writing that they will not have any recourse to the stock (other
         than the stock of an Unrestricted Subsidiary pledged by the Company or
         any of its Restricted Subsidiaries) or assets of the Company or any of
         its Restricted Subsidiaries.

         "Non-US. Person" means a Person who is not a U.S. Person.

         "Note Guarantee" means the Guarantee by each Guarantor of the Company's
payment obligations under this Indenture and on the Notes, executed pursuant to
the provisions of this Indenture.

         "Notes" has the meaning assigned to it in the preamble to this
Indenture. The Initial Notes and the Additional Notes shall be treated as a
single class for all purposes under this Indenture, and unless the context
otherwise requires, all references to the Notes shall include the Initial Notes
and any Additional Notes.

         "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

         "Offering Circular" means the offering circular of the Company dated
December 10, 2003 prepared in connection with the initial offering of the
Initial Notes.

         "Officer" means, with respect to any Person, the Chairman of the Board,
the Chief Executive Officer, the President, the Chief Operating Officer, the
Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller,
the Secretary or any Vice-president of such Person.

         "Officers' Certificate" means a certificate signed on behalf of the
Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company, that meets the requirements of
Section 13.05 hereof.

         "Opinion of Counsel" means an opinion from legal counsel who is
reasonably acceptable to the Trustee, that meets the requirements of Section
13.05 hereof. The counsel may be an employee of or counsel to the Company, any
Subsidiary of the Company or the Trustee.

                                       16
<PAGE>

         "Participant" means, with respect to the Depositary, Euroclear or
Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to DTC, shall include Euroclear and
Clearstream).

         "Permitted Business" means any business that derives a majority of its
revenues from the businesses engaged in by the Company and its Restricted
Subsidiaries on the date of the original issuance of the Initial Notes and/or
activities that are reasonably similar, ancillary, complementary or related to,
or a reasonable extension, development or expansion of, the businesses in which
Company and its Restricted Subsidiaries are engaged on the date of the original
issuance of the Initial Notes.

         "Permitted Group" means the group of investors that is party to the
Securityholders' Agreement, as the same may be amended, modified or supplemented
from time to time, provided that no single Person together with its Affiliates
(other than Permitted Holders) Beneficially Owns more of the Voting Stock of the
Company or Holdings (as applicable) that is Beneficially Owned by such group of
investors than is then collectively Beneficially Owned by the Permitted Holders.

         "Permitted Holder" means:

                  (1) the Equity Sponsor and its Affiliates; and

                  (2) any Person acting in the capacity of underwriter in
         connection with a public or private offering of the Company's or
         Holdings' Equity Interests.

         "Permitted Investments" means:

                  (1) any Investment in the Company or in a Restricted
         Subsidiary of the Company;

                  (2) any Investment in Cash Equivalents;

                  (3) any Investment by the Company or any Restricted Subsidiary
         of the Company in a Person, if as a result of such Investment:

                           (a) such Person becomes a Restricted Subsidiary of
the Company; or

                           (b) such Person is merged, consolidated or
amalgamated with or into, or transfers or conveys substantially all of its
assets to, or is liquidated into, the Company or a Restricted Subsidiary of
the Company;

                  (4) any Investment made as a result of the receipt of noncash
         consideration from an Asset Sale that was made pursuant to and in
         compliance with Section 4.10 hereof;

                  (5) any acquisition of assets or Equity Interests solely in
         exchange for the issuance of Equity Interests (other than Disqualified
         Stock) of the Company;

                  (6) any Investments received in compromise of obligations of
         such Persons incurred in the ordinary course of trade creditors or
         customers that were incurred in the ordinary course of business,
         including pursuant to any plan of reorganization or similar arrangement
         upon the bankruptcy or insolvency of any trade creditor or customer;

                  (7) Hedging Obligations;

                                       17
<PAGE>

                  (8) receivables owing to the Company or any Restricted
         Subsidiary of the Company and prepaid expenses if created or acquired
         in the ordinary course of business and payable or dischargeable in
         accordance with customary trade terms; provided, however, that such
         trade terms may include such concessionary trade terms as the Company
         or any such Restricted Subsidiary of the Company deems reasonable under
         the circumstances;

                  (9) advances, loans or extensions of credit to suppliers and
         vendors in the ordinary course of business;

                  (10) deposits, bid bonds and performance bonds with
         governmental authorities made in the ordinary course of business;

                  (11) Investments existing on the date of this Indenture and
         Investments contributed to the common equity capital of the Company
         subsequent to the date of this Indenture;

                  (12) endorsements of negotiable instruments and documents in
         the ordinary course of business;

                  (13) Investments of a Person or any of its Subsidiaries
         existing at the time such Person becomes a Restricted Subsidiary of the
         Company or at the time such Person merges or consolidates with the
         Company or any of its Restricted Subsidiaries, in either case in
         compliance with this Indenture, provided that such Investments were not
         made by such Person in connection with, or in anticipation or
         contemplation of, such Person becoming a Restricted Subsidiary of the
         Company or such merger or consolidation;

                  (14) the acquisition by a Receivables Subsidiary in connection
         with a Qualified Receivables Transaction of Equity Interests of a trust
         or other Person established by such Receivables Subsidiary to effect
         such Qualified Receivables Transaction, and any other Investment by the
         Company or a Restricted Subsidiary of the Company in a Receivables
         Subsidiary or any Investment by a Receivables Subsidiary in any other
         Person in connection with a Qualified Receivables Transaction; provided
         that such other Investment is in the form of a note or other instrument
         that the Receivables Subsidiary or other Person is required to repay as
         soon as practicable from available cash collections less amounts
         required to be established as reserves pursuant to contractual
         agreements with entities that are not Affiliates of the Company entered
         into as part of a Qualified Receivables Transaction;

                  (15) any obligation of the Company or any of its Restricted
         Subsidiaries to reacquire assets or inventory entered into in the
         ordinary course of business in connection with customer financing
         arrangements;

                  (16) repurchases of the Notes as long as the repurchased Notes
         are cancelled promptly after purchase; and

                  (17) other Investments in any Person having an aggregate Fair
         Market Value (measured on the date each such Investment was made and
         without giving effect to subsequent changes in value), when taken
         together with all other Investments made pursuant to this clause (17)
         since the date of this Indenture, not to exceed $25.0 million.

         "Permitted Junior Securities" means:

                                       18
<PAGE>

                  (1) Equity Interests in the Company, any Guarantor or any
         direct or indirect parent of the Company; or

                  (2) debt securities that are subordinated to all Senior Debt
         (and any debt securities issued in exchange for Senior Debt) to
         substantially the same extent as, or to a greater extent than, the
         Notes and the Note Guarantees are subordinated to Senior Debt under
         this Indenture;

provided that the term "Permitted Junior Securities" shall not include any
securities distributed pursuant to a plan of reorganization if the Indebtedness
under the Credit Agreement is treated as part of the same class as the Notes for
purposes of such plan of reorganization.

         "Permitted Liens" means:

                  (1) Liens on assets of the Company or any Guarantor securing
         Senior Debt that was permitted by the terms of this Indenture to be
         incurred;

                  (2) Liens in favor of the Company or the Guarantors;

                  (3) Liens on property or assets of a Person existing at the
         time such Person is merged with or into or consolidated with the
         Company or any Subsidiary of the Company; provided that such Liens were
         in existence prior to the contemplation of such merger or consolidation
         and do not extend to any assets other than those of the Person merged
         into or consolidated with the Company or the Subsidiary;

                  (4) Liens on property existing at the time of acquisition of
         the property by the Company or any Subsidiary of the Company, provided
         that such Liens were in existence prior to the contemplation of such
         acquisition;

                  (5) Liens to secure the performance of statutory obligations,
         surety or appeal bonds, performance bonds, supply bonds, construction
         bonds or other obligations of a like nature incurred in the ordinary
         course of business;

                  (6) Liens to secure Indebtedness (including Capital Lease
         Obligations) permitted by clause (4) of Section 4.09(b) hereof covering
         only the assets acquired with such Indebtedness;

                  (7) Liens existing on the date of this Indenture;

                  (8) Liens for taxes, assessments or governmental charges or
         claims that are not yet delinquent or that are being contested in good
         faith by appropriate proceedings promptly instituted and diligently
         concluded, provided that any reserve or other appropriate provision as
         is required in conformity with GAAP has been made therefor;

                  (9) Liens on assets of a Receivables Subsidiary incurred in
         connection with a Qualified Receivables Transaction;

                  (10) judgment Liens not giving rise to an Event of Default so
         long as such Liens are adequately bonded and any appropriate legal
         proceedings which may have been duly initiated for the review of such
         judgment have not been finally terminated or the period within which
         such proceedings may be initiated has not expired;

                                       19
<PAGE>

                  (11) Liens arising solely by virtue of any statutory or common
         law provisions relating to bankers' Liens, rights of set-off or similar
         rights and remedies as to deposit accounts or other funds maintained
         with a depositary institution; provided that:

                           (a) such deposit account is not a dedicated cash
collateral account and is not subject to restrictions against access by the
Company in excess of those set forth by regulations promulgated by the Federal
Reserve Board, and

                           (b) such deposit account is not intended by the
Company or any of its Restricted Subsidiaries to provide collateral to the
depositary institution;

                  (12) Liens securing the Notes and any Note Guarantees;

                  (13) any interest or title of a less or under any Capital
         Lease Obligation or operating lease; and

                  (14) Liens incurred in the ordinary course of business of the
         Company or any Restricted Subsidiary of the Company with respect to
         obligations that do not exceed $10.0 million at any one time
         outstanding.

         "Permitted Refinancing Indebtedness "means any Indebtedness of the
Company or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease or
refund, other Indebtedness of the Company or any of its Restricted Subsidiaries
(other than intercompany Indebtedness);provided that:

                  (1) the principal amount (or if issued with original discount,
         the aggregate issue price) of such Permitted Refinancing Indebtedness
         does not exceed the principal amount (or accreted value, if applicable)
         of the Indebtedness extended, refinanced, renewed, replaced, defeased
         or refunded (plus all accrued interest on the Indebtedness and the
         amount of all expenses, premiums and defeasance costs incurred in
         connection therewith);

                  (2) such Permitted Refinancing Indebtedness has a final
         maturity date no earlier than the final maturity date of, and has a
         Weighted Average Life to Maturity equal to or greater than the Weighted
         Average Life to Maturity of, the Indebtedness being extended,
         refinanced, renewed, replaced, defeased or refunded; and

                  (3) if the Indebtedness being extended, refinanced, renewed,
         replaced, defeased or refunded is subordinated in right of payment to
         the Notes or the Note Guarantees, such Permitted Refinancing
         Indebtedness is subordinated in right of payment to the Notes or the
         Note Guarantees, as the case may be, on terms at least as favorable to
         the Holders of Notes as those contained in the documentation governing
         the Indebtedness being extended, refinanced, renewed, replaced,
         defeased or refunded.

         "Permitted Tax Distributions " means the payment of dividends or other
distributions by the Company or any Restricted Subsidiary of the Company to any
direct or indirect parent of the Company in amounts required to pay the tax
obligations of such parent attributable to the Company and its Subsidiaries
determined as if the Company and its Subsidiaries had filed a separate
consolidated, combined or unitary return for the relevant taxing jurisdiction;
provided that any refunds received by such parent attributable to the Company or
any of its Subsidiaries shall promptly be returned by such parent to the Company
through a contribution to the common equity capital of, or the purchase of
common stock

                                       20
<PAGE>

(other than Disqualified Stock) of the Company from, the Company; provided that
the amount of such contribution or purchase shall be excluded from the second
clause (3)(b) of Section 4.07(a) hereof.

         "Person "means any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization, limited
liability company or government or other entity.

         "Private Placement Legend" means the legend set forth in Section
2,06(g)(1) hereof to be placed on all Notes issued under this Indenture except
where otherwise permitted by the provisions of this Indenture.

         "Pro Forma Cost Savings" means, with respect to any period, the
reduction in net costs and related adjustments that (i) were directly
attributable to an Asset Acquisition that occurred during the four-quarter
period or after the end of the four-quarter period and on or prior to the
Calculation Date and calculated on a basis that is consistent with Regulation
S-X under the Securities Act as in effect and applied as of the date of this
Indenture, (ii) were actually implemented by the business that was the subject
of any such Asset Acquisition within six months after the date of the Asset
Acquisition and prior to the Calculation Date that are supportable and
quantifiable by the underlying accounting records of such business or (iii)
relate to the business that is the subject of any such Asset Acquisition and
that the Company reasonably determines are probable based upon specifically
identifiable actions to be taken within six months of the date of the Asset
Acquisition and, in the case of each of clause (i), (ii) and (iii) above, are
described, as provided below, in an Officers' Certificate, as if all such
reductions in costs had been effected as of the beginning of such period. Pro
Forma Cost Savings described above shall be accompanied by a certificate
delivered to the Trustee from the Company's chief financial officer that
outlines the specific actions taken or to be taken, the net cost savings
achieved or to be achieved from each such action and that, in the case of
clause (iii) above, such savings have been determined to be probable.

         "Purchase Agreement" means that certain Purchase Agreement, dated
December 10, 2003, among the Company, THL Bedding Company, the Guarantors and
the Initial Purchasers.

         "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

         "Qualified Receivables Transaction" means any transaction or series of
transactions entered into by the Company or any of its Restricted Subsidiaries
pursuant to which the Company or any of its Restricted Subsidiaries sells,
conveys or otherwise transfers to (i) a Receivables Subsidiary (in the case of a
transfer by the Company or any of its Restricted Subsidiaries) and (ii) any
other Person (in the case of a transfer by a Receivables Subsidiary), or grants
a security interest in, any accounts receivable (whether now existing or arising
in the future) of the Company or any of its Restricted Subsidiaries, and any
assets related thereto, including all collateral securing such accounts
receivable, all contracts and all Guarantees or other obligations in respect of
such accounts receivable, proceeds of such accounts receivable and other assets
which are customarily transferred or in respect of which security interests are
customarily granted in connection with asset securitization transactions
involving accounts receivable.

         "Receivables Subsidiary" means a Subsidiary of the Company which
engages in no activities other than in connection with the financing of accounts
receivable and which is designated by the Board of Directors of the Company (as
provided below) as a Receivables Subsidiary (a)no portion of the Indebtedness or
any other Obligations (contingent or otherwise) of which (i) is Guaranteed by
the Company or any Restricted Subsidiary of the Company (excluding Guarantees of
Obligations (other than the principal of, and interest on, Indebtedness)
pursuant to representations, warranties, covenants and indemnities entered into
in the ordinary course of business in connection with a Qualified Receivables
Transaction), (ii) is recourse to or obligates the Company or any Restricted
Subsidiary of the Company in

                                       21
<PAGE>

any way other than pursuant to customary representations, warranties, covenants
and indemnities entered into in connection with a Qualified Receivables
Transaction or (iii) subjects any property or asset of the Company or any
Restricted Subsidiary of the Company (other than accounts receivable and related
assets as provided in the definition of Qualified Receivables Transaction),
directly or indirectly, contingently or otherwise, to the satisfaction thereof,
other than pursuant to representations, warranties, covenants and indemnities
entered into in the ordinary course of business in connection with a Qualified
Receivables Transaction, (b) with which neither the Company nor any Restricted
Subsidiary of the Company has any material contract, agreement, arrangement or
understanding other than on terms no less favorable to the Company or such
Restricted Subsidiary than those that might be obtained at the time from Persons
who are not Affiliates of the Company, other than fees payable in the ordinary
course of business in connection with servicing accounts receivable and (c) with
which neither the Company nor any Restricted Subsidiary of the Company has any
obligation to maintain or preserve such Subsidiary's financial condition or
cause such Subsidiary to achieve certain levels of operating results. Any such
designation by the Board of Directors of the Company will be evidenced to the
Trustee by filing with the Trustee a certified copy of the Board Resolution
giving effect to such designation and an Officers' Certificate certifying that
such designation complied with the foregoing conditions.

         "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of December 19, 2003, among the Company, THL Bedding
Company, the Guarantors and the Initial Purchasers, as such agreement may be
amended, modified or supplemented from time to time and, with respect to any
Additional Notes, one or more registration rights agreements among the Company,
the Guarantors and the other parties thereto, as such agreement(s) may be
amended, modified or supplemented from time to time, relating to rights given by
the Company to the purchasers of Additional Notes, or exchange such Additional
Notes for registered Notes, to register such Additional Notes under the
Securities Act.

         "Regulation S" means Regulation S promulgated under the Securities Act.

         "Regulation S Global Note" means a Global Note substantially in the
form of Exhibit A hereto bearing the Global Note Legend and the Private
Placement Legend and deposited with or on behalf of and registered in the name
of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Notes sold in reliance on Rule 903 of
Regulation S.

         "Replacement Assets" means (1) non-current tangible assets that will be
used or useful in a Permitted Business or (2) all or substantially all of the
assets of a Permitted Business or a majority of the Voting Stock of any Person
engaged in a Permitted Business that will become on the date of acquisition
thereof a Restricted Subsidiary.

         "Representative" means the trustee, agent or representative (if any)
for an issuer of any Senior Debt.

         "Responsible Officer" means, when used with respect to the Trustee, any
officer within the Corporate Trust Administration of the Trustee (or any
successor group of the Trustee) or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his or her
knowledge of and familiarity with the particular subject.

         "Restricted Definitive Note" means a Definitive Note bearing the
Private Placement Legend.

         "Restricted Global Note" means a Global Note bearing the Private
Placement Legend.

                                       22
<PAGE>

         "Restricted Investment" means an Investment other than a Permitted
Investment.

         "Restricted Period" means the 40-day distribution compliance period as
defined in Regulation S.

         "Restricted Stock Agreements" means those certain restricted stock
agreements, dated as of December 19,2003, by and between Holdings and the
employees party thereto.

         "Restricted Subsidiary" of a Person means any Subsidiary of such Person
that is not an Unrestricted Subsidiary or a Receivables Subsidiary.

         "Rule 144" means Rule 144 promulgated under the Securities Act.

         "Rule 144A" means Rule 144A promulgated under the Securities Act.

         "Rule 903 "means Rule 903 promulgated under the Securities Act.

         "Rule 904" means Rule 904 promulgated under the Securities Act.

         "SEC" means the Securities and Exchange Commission.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Securityholders' Agreement "means that certain securityholders'
agreement, dated as of the date hereof, by and among Holdings, Thomas H. Lee
Equity Fund V, L.P., Thomas H. Lee Parallel Fund V, L.P., Thomas H. Lee Cayman
Fund V, L.P., 1997 Thomas H. Lee Nominee Trust, Thomas H. Lee Investors Limited
Partnership, Putnam Investments Holdings, LLC, Putnam Investments Employees'
Securities Company I, LLC, Putnam Investments Employees' Securities Company II,
LLC, the employees listed on Exhibit A thereto, Fenway Partners Capital Fund II,
L.P., FPIP, LLC, FPIP Trust, LLC, and the senior managers listed on the
signature pages thereto.

         "Senior Debt" means:

                  (1) all Indebtedness of the Company or any Guarantor
         outstanding under Credit Facilities (including interest accruing on or
         after the filing of any petition in bankruptcy or for reorganization of
         the Company or any Guarantor, regardless of whether or not a claim for
         post-filing interest is allowed in such proceedings);

                  (2) all Hedging Obligations (and guarantees thereof) permitted
         to be incurred under the terms of this Indenture;

                  (3) any other Indebtedness of the Company or any Guarantor
         permitted to be incurred under the terms of this Indenture, unless the
         instrument under which such Indebtedness is incurred expressly provides
         that it is on a parity with or subordinated in right of payment to the
         Notes or any Note Guarantee; and

                  (4) all Obligations with respect to the items listed in the
         preceding clauses (l), (2) and (3).

         Notwithstanding anything to the contrary in the foregoing, Senior Debt
will not include:

                  (1) any liability for federal, state, local or other taxes
         owed or owing by the Company;

                                       23
<PAGE>

                  (2) any intercompany Indebtedness of the Company or any of its
         Subsidiaries to the Company or any of its Affiliates;

                  (3) any trade payables;

                  (4) any management fees or other fees paid or payable to the
         Equity Sponsor or any of its Affiliates; or

                  (5) the portion of any Indebtedness that is incurred in
         violation of this Indenture.

         "Senior Term Loan" means the $140.0 million of term loan borrowing
pursuant to that certain senior unsecured term loan agreement, to be dated as of
December 19, 2003, by and among Goldman Sachs Credit Partners L.P. and UBS
Securities LLC, as co-syndication agents, Deutsche Bank AG, New York Branch, as
administrative agent, and the other agents and lenders named therein, providing
for up to $140.0 million of term loan borrowings, and including any related
notes, Guarantees, instruments and agreements executed in connection therewith,
and in each case as amended from time to time, on terms no less favorable to the
Holders of the Notes than the agreement on the date of this Indenture.

         "Shelf Registration Statement" means the Shelf Registration Statement
as defined in the Registration Rights Agreement.

         "Significant Subsidiary" means any Subsidiary that would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
promulgated pursuant to the Securities Act, as such Regulation is in effect on
the date of this Indenture.

         "Special Interest" means all Special Interest then owing pursuant to
the Registration Rights Agreement.

         "Stated Maturity" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which the payment of
interest or principal was scheduled to be paid in the documentation governing
such Indebtedness as of the date of this Indenture, and will not include any
contingent obligations to repay, redeem or repurchase any such interest or
principal prior to the date originally scheduled for the payment thereof.

         "Stock Purchase Agreements" means those certain stock purchase
agreements, dated November 17, 2003 and November 21, 2003, entered into by THL
Bedding Company with Simmons Holdings, Inc., Simmons Holdings, LLC, Fenway
Capital Fund II, L.P., FPIP Trust, LLC, Simmons Company Employee Stock Ownership
Trust and its trustee, and certain members of the Company's management named on
the signature pages thereto.

         "Subsidiary" means, with respect to any specified Person:

                  (1) any corporation, association, partnership, limited
         liability company or other business entity of which more than 50% of
         the total voting power of shares of Capital Stock entitled (without
         regard to the occurrence of any contingency) to vote in the election of
         directors, managers or trustees of the corporation, association or
         other business entity is at the time owned or controlled, directly or
         indirectly, by that Person or one or more of the other Subsidiaries of
         that Person (or a combination thereof); and

                                       24
<PAGE>

                  (2) any partnership (a) the sole general partner or the
         managing general partner of which is such Person or a Subsidiary of
         such Person or (b) the only general partners of which are that Person
         or one or more Subsidiaries of that Person (or any combination
         thereof).

         "TIA" means the Trust Indenture Act of 1939, as amended (15 U.S.C.
Sections 77aaa-77bbbb), and the rules and regulations promulgated thereunder.

         "Total Tangible Assets" means the total consolidated assets, less
goodwill and intangibles, of the Company and its Restricted Subsidiaries, as
shown on the most recent balance sheet of the Company.

         "Transaction Documents" means the Purchase Agreement, the Registration
Rights Agreement, the Securityholders' Agreement, the Credit Agreement, the
Management Agreement, the Equity Registration Rights Agreement, the Restricted
Stock Agreements and the Stock Purchase Agreements.

         "Transactions" has the meaning ascribed to such term in the Offering
Circular under the heading "Offering Circular Summary -The Transactions."

         "Trustee" means the party named as such in the preamble to this
Indenture until a successor replaces it in accordance with the applicable
provisions of this Indenture and thereafter means the successor serving
hereunder.

         "Unrestricted Definitive Note" means a Definitive Note that does not
bear and is not required to bear the Private Placement Legend.

         "Unrestricted Global Note" means a Global Note that does not bear and
is not required to bear the Private Placement Legend.

         "Unrestricted Subsidiary" means any Subsidiary of the Company that is
designated by the Board of Directors of the Company as an Unrestricted
Subsidiary pursuant to a Board Resolution, but only to the extent that such
Subsidiary:

                  (1) has no Indebtedness other than Non-Recourse Debt;

                  (2) is not party to any agreement, contract, arrangement or
         understanding with the Company or any Restricted Subsidiary of the
         Company unless the terms of any such agreement, contract, arrangement
         or understanding are no less favorable to the Company or such
         Restricted Subsidiary than those that might be obtained at the time
         from Persons who are not Affiliates of the Company;

                  (3) is a Person with respect to which neither the Company nor
         any of its Restricted Subsidiaries has any direct or indirect
         obligation (a) to subscribe for additional Equity Interests or (b) to
         maintain or preserve such Person's financial condition or to cause such
         Person to achieve any specified levels of operating results;

                  (4) has not guaranteed or otherwise directly or indirectly
         provided credit support for any Indebtedness of the Company or any of
         its Restricted Subsidiaries; and

                  (5) either (a) has at least one director on its Board of
         Directors that is not a director or executive officer of the Company or
         any of its Restricted Subsidiaries or (b) has at least one executive
         officer that is not a director or executive officer of the Company or
         any of its Restricted Subsidiaries.

                                       25
<PAGE>

Any designation of a Subsidiary of the Company as an Unrestricted Subsidiary
will be evidenced to the Trustee by filing with the Trustee a certified copy of
the Board Resolution giving effect to such designation and an Officers'
Certificate certifying that such designation complied with the preceding
conditions and was permitted by Section 4.07 hereof. If, at any time, any
Unrestricted Subsidiary would fail to meet the preceding requirements as an
Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted
Subsidiary for purposes of this Indenture, and any Indebtedness of such
Subsidiary will be deemed to be incurred by a Restricted Subsidiary of the
Company as of such date, and, if such Indebtedness is not permitted to be
incurred as of such date under Section 4.09 hereof, the Company will be in
default of Section 4.09 hereof. The Board of Directors of the Company may at any
time designate any Unrestricted Subsidiary to be a Restricted Subsidiary;
provided that such designation will be deemed to be an incurrence of
Indebtedness by a Restricted Subsidiary of the Company of any outstanding
Indebtedness of such Unrestricted Subsidiary, and such designation will only be
permitted if (1) such Indebtedness is permitted under Section 4.09 hereof,
calculated on a pro forma basis as if such designation had occurred at the
beginning of the four-quarter reference period; and (2)no Default or Event of
Default would be in existence following such designation.

         "U.S. Person" means a U.S. Person as defined in Rule 902(k) promulgated
under the Securities Act.

         "Voting Stock" of any Person as of any date means the Capital Stock of
such Person that is at the time, entitled generally to vote in the election of
the Board of Directors of such Person (without regard to the occurrence of any
contingency).

         "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing:

                  (1) the sum of the products obtained by multiplying (a) the
         amount of each then remaining installment, sinking fund, serial
         maturity or other required payments of principal, including payment at
         final maturity, in respect of the Indebtedness, by (b) the number of
         years (calculated to the nearest one-twelfth) that will elapse between
         such date and the making of such payment; by

                  (2) the then outstanding principal amount of such
         Indebtedness.

Section 1.02 Other Definitions.

<TABLE>
<CAPTION>
                                           Defined in
Term                                        Section
-------------                              ----------
<S>                                        <C>
"Affiliate Transaction".................      4.11
"Asset Sale Offer"......................      3.09
"Authentication Order"..................      2.02
"Change of Control Offer"...............      4.15
"Change of Control Payment".............      4.15
"Change of Control Payment Date"........      4.15
"Covenant Defeasance"...................      8.03
"DTC"...................................      2.03
"Event of Default"......................      6.01
"Excess Proceeds".......................      4.10
"incur".................................      4.09
"Legal Defeasance"......................      8.02
</TABLE>

                                       26
<PAGE>

<TABLE>
<CAPTION>
                                           Defined in
Term                                        Section
-------------                              ----------
<S>                                        <C>
"Offer Amount"..........................      3.09
"Offer Period"..........................      3.09
"Paying Agent"..........................      2.03
"Payment Blockage Notice"...............     10.03
"Payment Default".......................      6.01
"Permitted Debt"........................      4.09
"Purchase Date".........................      3.09
"Registrar".............................      2.03
"Restricted Payments"...................      4.07
</TABLE>

Section 1.03 Incorporation by Reference of Trust Indenture Act.

         Whenever this Indenture refers to a provision of the TIA, the provision
is incorporated by reference in and made a part of this Indenture.

         The following TIA terms used in this Indenture have the following
meanings:

         "indenture securities" means the Notes and the Note Guarantees;

         "indenture security holder" means a Holder of a Note;

         "indenture to be qualified"  means this Indenture;

         "indenture trustee" or "institutional trustee" means the Trustee; and

         "obligor" on the Notes and the Note Guarantees means the Company and
the Guarantors, respectively, and any successor obligor upon the Notes and the
Note Guarantees, respectively.

         All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by SEC rule under the TIA
and not otherwise defined herein have the meanings so assigned to them either in
the TIA or SEC rule.

Section 1.04 Rules of Construction.

         Unless the context otherwise requires:

                  (1) a term has the meaning assigned to it;

                  (2) an accounting term not otherwise defined herein has the
         meaning assigned to it in accordance with GAAP;

                  (3) "or" is not exclusive;

                  (4) words in the singular include the plural, and in the
         plural include the singular;

                  (5) "will" shall be interpreted to express a command;

                  (6) provisions apply to successive events and transactions;

                                       27
<PAGE>

                  (7) "including" means" including without limitation;" and

                  (8) references to sections of or rules under the Securities
         Act, the Exchange Act or the TIA will be deemed to include substitute,
         replacement or successor sections or rules adopted by the SEC from time
         to time.

                                   ARTICLE 2.
                                   THE NOTES

Section 2.01 Form and Dating.

         (a) General. The Notes will be substantially in the form of Exhibit A
hereto. The Notes may have notations, legends or endorsements required by law,
stock exchange rule or usage in addition to those set forth in Exhibit A. Each
Note will be dated the date of its authentication. The Notes shall be in
denominations of $1,000 and integral multiples thereof.

         The terms and provisions contained in the Notes will constitute, and
are hereby expressly made, a part of this Indenture and the Company, the
Guarantors and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby. However,
to the extent any provision of any Note conflicts with the express provisions of
this Indenture, the provisions of this Indenture shall govern and be
controlling.

         (b) Global Notes. Notes issued in global form will be substantially in
the form of Exhibit A attached hereto (including the Global Note Legend thereon
and the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Notes issued in definitive form will be substantially in the form of
Exhibit A attached hereto (but without the Global Note Legend thereon and
without the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Each Global Note will represent such of the outstanding Notes a s will
be specified therein, and each shall provide that it represents the aggregate
principal amount of outstanding Notes from time to time endorsed thereon and
that the aggregate principal amount of outstanding Notes represented thereby may
from time to time be reduced or increased, as appropriate, to reflect exchanges
and redemptions thereof and transfers of interests therein. Any endorsement of a
Global Note to reflect the amount of any increase or decrease in the aggregate
principal amount of outstanding Notes represented thereby will be made by the
Trustee or the Custodian, at the direction of the Trustee, in accordance with
instructions given by the Holder thereof as required by Section 2.06 hereof.

         (c) Euroclear and Clearstream Procedures Applicable. The provisions of
the "Operating Procedures of the Euroclear System" and "Terms and Conditions
Governing Use of Euroclear" of Euroclear and the provisions of the "General
Terms and Conditions of Clearstream Banking" and "Customer Handbook" of
Clearstream will be applicable to transfers of beneficial interests in the
Regulation S Global Notes that are held by Participants through Euroclear or
Clearsteam.

         (d) Book-Entry Provisions. This Section 2.01(d) shall apply only to
Global Notes deposited with the Trustee, as custodian for the Depositary.
Participants and Indirect Participants shall have no rights under this Indenture
or any Global Note with respect to any Global Note held on their behalf by
the Depositary or by the Trustee as custodian for the Depositary, and the
Depositary shall be treated by the Company, the Trustee and any agent of the
Company or the Trustee as the absolute owner of such Global Note for all
purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent
the Company, the Trustee or any agent of the Company or the Trustee from
giving effect to any written certification, proxy or other authorization
furnished by the Depositary or impair, as between the Depositary and its
Participants or Indirect Participants, the Applicable Procedures or the
operation of

                                       28
<PAGE>

customary practices of the Depositary governing the exercise of the rights of a
holder of a beneficial interest in any Global Note.

Section 2.02 Execution and Authentication.

         At least one Officer must sign the Notes for the Company by manual or
facsimile signature. If an Officer whose signature is on a Note no longer holds
that office at the time a Note is authenticated, the Note will nevertheless be
valid.

         A Note will not be valid until authenticated by the manual signature of
the Trustee. The signature will be conclusive evidence that the Note has been
authenticated under this Indenture.

         The Trustee will, upon receipt of a written order of the Company signed
by an Officer (an "Authentication Order"), authenticate Notes for original
issue.

         The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Notes. An authenticating agent may authenticate Notes
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as the Trustee to deal with Holders,
the Company or an Affiliate of the Company.

Section 2.03 Registrar and Paying Agent.

         The Company will maintain an office or agency where Notes may be
presented for registration of transfer or for exchange ("Registrar") and an
office or agency where Notes may be presented for payment ("Paying Agent"). The
Registrar will keep a register of the Notes and of their transfer and exchange.
The Company may appoint one or more co-registrars and one or more additional
paying agents. The term "Registrar" includes any co-registrar and the term
"Paying Agent" includes any additional paying agent. The Company may change any
Paying Agent or Registrar without notice to any Holder. The Company will notify
the Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Company fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Company or any of
its Subsidiaries may act as Paying Agent or Registrar.

         The Company initially appoints The Depository Trust Company ("DTC") to
act as Depositary with respect to the Global Notes.

         The Company initially appoints the Trustee to act as the Registrar and
Paying Agent and to act as Custodian with respect to the Global Notes, and the
Trustee hereby agrees to so initially act.

Section 2.04 Paying Agent to Hold Money in Trust.

         The Company will require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Trustee all money held by the Paying Agent for the payment of
principal, premium or Special Interest, if any, or interest on the Notes, and
will notify the Trustee of any default by the Company in making any such
payment. While any such default continues, the Trustee may require a Paying
Agent to pay all money held by it relating to the Notes to the Trustee. The
Company at any time may require a Paying Agent to pay all money held by it
relating to the Notes to the Trustee. Upon payment over to the Trustee, the
Paying Agent (if other than the Company or a Subsidiary of the Company) will
have no further liability for the money. If the Company or a Subsidiary of the
Company acts as Paying Agent, it will segregate and hold in a separate trust
fund for the

                                       29
<PAGE>

benefit of the Holders all money held by it as Paying Agent. Upon any Event of
Default under Sections 6.01(8) and 6.01(9) hereof relating to the Company, the
Trustee will serve as Paying Agent for the Notes.

Section 2.05 Holder Lists.

         The Trustee will preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA Section 312(a). If the Trustee
is not the Registrar, the Company will furnish or cause to be furnished to the
Trustee at least seven Business Days before each interest payment date and at
such other times as the Trustee may request in writing, a list in such form and
as of such date as the Trustee may reasonably require of the names and addresses
of the Holders of Notes and the Company shall otherwise comply with TIA Section
312(a).

Section 2.06 Transfer and Exchange.

         (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Company for Definitive Notes if:

                  (1) the Company delivers to the Trustee notice from the
         Depositary that it is unwilling or unable to continue to act as
         Depositary or that it is no longer a clearing agency registered under
         the Exchange Act and, in either case, a successor Depositary is not
         appointed by the Company within 120 days after the date the Company
         received such notice from the Depositary;

                  (2) the Company in its sole discretion determines that the
         Global Notes (in whole but not in part) should be exchanged for
         Definitive Notes and delivers a written notice to such effect to the
         Trustee; or

                  (3) there has occurred and is continuing a Default or Event of
         Default with respect to the Notes.

         Upon the occurrence of either of the events set forth in clause (1) or
(2) above, Definitive Notes shall be issued in such names as the Depositary
shall instruct the Trustee. Global Notes also may be exchanged or replaced, in
whole or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note
authenticated and delivered in exchange for, or in lieu of, a Global Note or any
portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof,
shall be authenticated and delivered in the form of, and shall be, a Global
Note. A Global Note may not be exchanged for another Note other than as provided
in this Section 2.06(a), however, beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 2.06(b), (c), (f) or (i)
hereof.

         (b) Transfer and Exchange of Beneficial Interests in the Global Notes.
The transfer and exchange of beneficial interests in the Global Notes will be
effected through the Depositary, in accordance with the provisions of this
Indenture and the Applicable Procedures. Beneficial interests in the Restricted
Global Notes will be subject to restrictions on transfer comparable to those set
forth herein to the extent required by the Securities Act. Transfers of
beneficial interests in the Global Notes also will require compliance with
either subparagraph (1) or (2) below, as applicable, as well as one or more of
the other following subparagraphs, as applicable:

                  (1) Transfer of Beneficial Interests in the Same Global Note.
         Beneficial interests in any Restricted Global Note may be transferred
         to Persons who take delivery thereof in the form of a

                                       30
<PAGE>

beneficial interest in the same Restricted Global Note in accordance with the
transfer restrictions set forth in the Private Placement Legend; provided,
however, that prior to the expiration of the Restricted Period, transfers of
beneficial interests in the Regulation S Global Note may not be made to a U.S.
Person or for the account or benefit of a U.S. Person (other than an Initial
Purchaser). Beneficial interests in any Unrestricted Global Note may be
transferred to Persons who take delivery thereof in the form of a beneficial
interest in an Unrestricted Global Note. No written orders or instructions shall
be required to be delivered to the Registrar to effect the transfers described
in this Section 2.06(b)(1).

                  (2) All Other Transfers and Exchanges of Beneficial Interests
in Global Notes. In connection with all transfers and exchanges of beneficial
interests that are not subject to Section 2.06(b)(1) above, the transferor of
such beneficial interest must deliver to the Registrar either:

                           (A) both:

                                    (i) a written order from a Participant or an
                           Indirect Participant given to the Depositary in
                           accordance with the Applicable Procedures directing
                           the Depositary to credit or cause to be credited a
                           beneficial interest in another Global Note in an
                           amount equal to the beneficial interest to be
                           transferred or exchanged; and

                                    (ii) instructions given in accordance with
                           the Applicable Procedures containing information
                           regarding the Participant account to be credited with
                           such increase; or

                           (B) both:

                                    (i) a written order from a Participant or an
                           Indirect Participant given to the Depositary in
                           accordance with the Applicable Procedures directing
                           the Depositary to cause to be issued a Definitive
                           Note in an amount equal to the beneficial interest
                           to be transferred or exchanged; and

                                    (ii) instructions given by the Depositary to
                           the Registrar containing information regarding the
                           Person in whose name such Definitive Note shall be
                           registered to effect the transfer or exchange
                           referred to in (B)(i) above.

Upon consummation of an Exchange Offer by the Company in accordance with Section
2.06(f) hereof, the requirements of this Section 2.06(b)(2) shall be deemed to
have been satisfied upon receipt by the Registrar of the instructions contained
in the Letter of Transmittal delivered by the Holder of such beneficial
interests in the Restricted Global Notes. Upon satisfaction of all of the
requirements for transfer or exchange of beneficial interests in Global Notes
contained in this Indenture and the Notes or otherwise applicable under the
Securities Act, the Trustee shall adjust the principal amount of the relevant
Global Note(s) pursuant to Section 2.06(h) hereof.

                  (3) Transfer of Beneficial Interests to Another Restricted
Global Note. A beneficial interest in any Restricted Global Note may be
transferred to a Person who takes delivery thereof in the form of a beneficial
interest in another Restricted Global Note if the transfer complies with the
requirements of Section 2.06(b)(2) above and the Registrar receives the
following:

                                       31
<PAGE>

                           (A) if the transferee will take delivery in the form
                  of a beneficial interest in the 144A Global Note, then the
                  transferor must deliver a certificate in the form of Exhibit B
                  hereto, including the certifications in item (1) thereof;

                           (B) if the transferee will take delivery in the form
                  of a beneficial interest in the Regulation S Global Note, then
                  the transferor must deliver a certificate in the form of
                  Exhibit B hereto, including the certifications in item (2)
                  thereof; and

                           (C) if the transferee will take delivery in the form
                  of a beneficial interest in the IAI Global Note, then the
                  transferor must deliver a certificate in the form of Exhibit B
                  hereto, including the certifications, certificates and Opinion
                  of Counsel required by item (3) thereof, if applicable.

                  (4) Transfer and Exchange of Beneficial Interests in a
         Restricted Global Note for Beneficial Interests in an Unrestricted
         Global Note. A beneficial interest in any Restricted Global Note may be
         exchanged by any holder thereof for a beneficial interest in an
         Unrestricted Global Note or transferred to a Person who takes delivery
         thereof in the form of a beneficial interest in an Unrestricted Global
         Note if the exchange or transfer complies with the requirements of
         Section 2.06(b)(2) above and:

                           (A) such exchange or transfer is effected pursuant to
                  the Exchange Offer in accordance with the Registration Rights
                  Agreement and the holder of the beneficial interest to be
                  transferred, in the case of an exchange, or the transferee, in
                  the case of a transfer, certifies in the applicable Letter of
                  Transmittal that it is not (i) a Broker-Dealer, (ii) a Person
                  participating in the distribution of the Exchange Notes or
                  (iii) a Person who is an affiliate (as defined in Rule 144) of
                  the Company;

                           (B) such transfer is effected pursuant to the Shelf
                  Registration Statement in accordance with the Registration
                  Rights Agreement;

                           (C) such transfer is effected by a Broker-Dealer
                  pursuant to the Exchange Offer Registration Statement in
                  accordance with the Registration Rights Agreement; or

                           (D) the Registrar receives the following:

                                    (i) if the holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           exchange such beneficial interest for a beneficial
                           interest in an Unrestricted Global Note, a
                           certificate from such holder in the form of Exhibit C
                           hereto, including the certifications in item (1)(a)
                           thereof; or

                                    (ii) if the holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           transfer such beneficial interest to a Person who
                           shall take delivery thereof in the form of a
                           beneficial interest in an Unrestricted Global Note, a
                           certificate from such holder in the form of Exhibit B
                           hereto, including the certifications in item (4)
                           thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on transfer contained herein and in the

                                       32
<PAGE>

                  Private Placement Legend are no longer required in order to
                  maintain compliance with the Securities Act.

         If any such transfer is effected pursuant to subparagraph (B) or (D)
above at a time when an Unrestricted Global Note has not yet been issued, the
Company shall issue and, upon receipt of an Authentication Order in accordance
with Section 2.02 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
aggregate principal amount of beneficial interests transferred pursuant to
subparagraph (B) or (D) above.

         Beneficial interests in an Unrestricted Global Note cannot be
exchanged for, or transferred to Persons who take delivery thereof in the form
of, a beneficial interest in a Restricted Global Note.

         (c) Transfer or Exchange of Beneficial Interests for Definitive Notes.

                  (1) Beneficial Interests in Restricted Global Notes to
         Restricted Definitive Notes. If any holder of a beneficial interest in
         a Restricted Global Note proposes to exchange such beneficial interest
         for a Restricted Definitive Note or to transfer such beneficial
         interest to a Person who takes delivery thereof in the form of a
         Restricted Definitive Note, then, upon receipt by the Registrar of the
         following documentation:

                           (A) if the holder of such beneficial interest in a
                  Restricted Global Note proposes to exchange such beneficial
                  interest for a Restricted Definitive Note, a certificate from
                  such holder in the form of Exhibit C hereto, including the
                  certifications in item (2)(a) thereof;

                           (B) if such beneficial interest is being transferred
                  to a QIB in accordance with Rule 144A, a certificate to the
                  effect set forth in Exhibit B hereto, including the
                  certifications in item (1) thereof;

                           (C) if such beneficial interest is being transferred
                  to a Non-U.S. Person in an offshore transaction in accordance
                  with Rule 903 or Rule 904, a certificate to the effect set
                  forth in Exhibit B hereto, including the certifications in
                  item (2) thereof;

                           (D) if such beneficial interest is being transferred
                  pursuant to an exemption from the registration requirements of
                  the Securities Act in accordance with Rule 144, a certificate
                  to the effect set forth in Exhibit B hereto, including the
                  certifications in item (3)(a) thereof;

                           (E) if such beneficial interest is being transferred
                  to an Institutional Accredited Investor in reliance on an
                  exemption from the registration requirements of the Securities
                  Act other than those listed in subparagraphs (B) through (D)
                  above, a certificate to the effect set forth in Exhibit B
                  hereto, including the certifications, certificates and Opinion
                  of Counsel required by item (3)(d) thereof, if applicable;

                           (F) if such beneficial interest is being transferred
                  to the Company or any of its Subsidiaries, a certificate to
                  the effect set forth in Exhibit B hereto, including the
                  certifications in item (3)(b) thereof; or

                           (G) if such beneficial interest is being transferred
                  pursuant to an effective registration statement under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit B hereto, including the certifications in item (3)(c)
                  thereof,

                                       33
<PAGE>

the Trustee shall cause the aggregate principal amount of the applicable Global
Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the
Company shall execute and the Trustee shall authenticate and deliver to the
Person designated in the instructions a Restricted Definitive Note in the
appropriate principal amount. Any Restricted Definitive Note issued in exchange
for a beneficial interest in a Restricted Global Note pursuant to this Section
2.06(c)(1) shall be registered in such name or names and in such authorized
denomination or denominations as the holder of such beneficial interest shall
instruct the Registrar through instructions from or through the Depositary and
the Participant or Indirect Participant. The Trustee shall deliver such
Restricted Definitive Notes to the Persons in whose names such Notes are so
registered. Any Restricted Definitive Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this Section 2.06(c)(1) shall
bear the Private Placement Legend and shall be subject to all restrictions on
transfer contained therein.

                  (2) Beneficial Interests in Restricted Global Notes to
         Unrestricted Definitive Notes. A holder of a beneficial interest in a
         Restricted Global Note may exchange such beneficial interest for an
         Unrestricted Definitive Note or may transfer such beneficial interest
         to a Person who takes delivery thereof in the form of an Unrestricted
         Definitive Note only if:

                           (A)such exchange or transfer is effected pursuant to
                  the Exchange Offer in accordance with the Registration Rights
                  Agreement and the holder of such beneficial interest, in the
                  case of an exchange, or the transferee, in the case of a
                  transfer, certifies in the applicable Letter of Transmittal
                  that it is not (i) a Broker-Dealer, (ii) a Person
                  participating in the distribution of the Exchange Notes or
                  (iii) a Person who is an affiliate (as defined in Rule 144) of
                  the Company;

                           (B) such transfer is effected pursuant to the Shelf
                  Registration Statement in accordance with the Registration
                  Rights Agreement;

                           (C) such transfer is effected by a Broker-Dealer
                  pursuant to the Exchange Offer Registration Statement in
                  accordance with the Registration Rights Agreement; or

                           (D) the Registrar receives the following:

                                    (i) if the holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           exchange such beneficial interest for an Unrestricted
                           Definitive Note, a certificate from such holder in
                           the form of Exhibit C hereto, including the
                           certifications in item (1)(b) thereof; or

                                    (ii) if the holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           transfer such beneficial interest to a Person who
                           shall take delivery thereof in the form of an
                           Unrestricted Definitive Note, a certificate from such
                           holder in the form of Exhibit B hereto, including the
                           certifications in item (4) thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on transfer contained herein and in the Private
                  Placement Legend are no longer required in order to maintain
                  compliance with the Securities Act.

                                       34
<PAGE>

         Upon satisfaction of any of the conditions of any of the clauses of
this Section 2.06(c)(2), the Company shall execute and, upon receipt of an
Authentication Order in accordance with Section 2.02 hereof, the Trustee shall
authenticate and deliver an Unrestricted Definitive Note in the appropriate
principal amount to the Person designated by the holder of such beneficial
interest in instructions delivered to the Registrar by the Depositary and the
applicable Participant or Indirect Participant on behalf of such holder, and the
Trustee shall reduce or cause to be reduced in a corresponding amount pursuant
to Section 2.06(h), the aggregate principal amount of the applicable
Restricted Global Note.

         (3) Beneficial Interests in Unrestricted Global Notes to Unrestricted
Definitive Notes. If any holder of a beneficial interest in an Unrestricted
Global Note proposes to exchange such beneficial interest for an Unrestricted
Definitive Note or to transfer such beneficial interest to a Person who takes
delivery thereof in the form of an Unrestricted Definitive Note, then, upon
satisfaction of the conditions set forth in Section 2.06(b)(2) hereof, the
Trustee will cause the aggregate principal amount of the applicable Global Note
to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Company
will execute and the Trustee will authenticate and deliver to the Person
designated in the instructions an Unrestricted Definitive Note in the
appropriate principal amount. Any Unrestricted Definitive Note issued in
exchange for a beneficial interest pursuant to this Section 2.06(c)(3) will be
registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest requests through
instructions to the Registrar from or through the Depositary and the Participant
or Indirect Participant. The Trustee will deliver such Unrestricted Definitive
Notes to the Persons in whose names such Notes are so registered. Any
Unrestricted Definitive Note issued in exchange for a beneficial interest
pursuant to this Section 2.06(c)(3) will not bear the Private Placement Legend.

     (d) Transfer and Exchange of Definitive Notes for Beneficial Interests.

         (1) Restricted Definitive Notes to Beneficial Interests in Restricted
Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange
such Restricted Definitive Note for a beneficial interest in a Restricted Global
Note or to transfer such Restricted Definitive Note to a Person who takes
delivery thereof in the form of a beneficial interest in a Restricted Global
Note, then, upon receipt by the Registrar of the following documentation:

                  (A) if the Holder of such Restricted Definitive Note proposes
         to exchange such Restricted Definitive Note for a beneficial interest
         in a Restricted Global Note, a certificate from such Holder in the form
         of Exhibit C hereto, including the certifications in item (2)(b)
         thereof;

                  (B) if such Restricted Definitive Note is being transferred to
         a QIB in accordance with Rule 144A, a certificate to the effect set
         forth in Exhibit B hereto, including the certifications in item (1)
         thereof;

                  (C) if such Restricted Definitive Note is being transferred to
         a Non-U.S. Person in an offshore transaction in accordance with Rule
         903 or Rule 904, a certificate to the effect set forth in Exhibit B
         hereto, including the certifications in item (2) thereof;

                  (D)if such Restricted Definitive Note is being transferred
         pursuant to an exemption from the registration requirements of the
         Securities Act in accordance with Rule 144, a certificate to the effect
         set forth in Exhibit B hereto, including the certifications in item
         (3)(a) thereof;

                                       35
<PAGE>

                  (E) if such Restricted Definitive Note is being transferred to
         an Institutional Accredited Investor in reliance on an exemption from
         the registration requirements of the Securities Act other than those
         listed in subparagraphs (B) through (D) above, a certificate to the
         effect set forth in Exhibit B hereto, including the certifications,
         certificates and Opinion of Counsel required by item (3)(d) thereof, if
         applicable;

                  (F) if such Restricted Definitive Note is being transferred to
         the Company or any of its Subsidiaries, a certificate to the effect set
         forth in Exhibit B hereto, including the certifications in item (3)(b)
         thereof; or

                  (G)if such Restricted Definitive Note is being transferred
         pursuant to an effective registration statement under the Securities
         Act, a certificate to the effect set forth in Exhibit B hereto,
         including the certifications in item (3)(c) thereof,

         the Trustee will cancel the Restricted Definitive Note, increase or
         cause to be increased the aggregate principal amount of, in the case of
         clause (A) above, the appropriate Restricted Global Note, in the case
         of clause (B) above, the 144A Global Note, in the case of clause (C)
         above, the Regulation S Global Note, and in all other cases, the IAI
         Global Note.

         (2)Restricted Definitive Notes to Beneficial Interests in Unrestricted
Global Notes. A Holder of a Restricted Definitive Note may exchange such
Restricted Definitive Note for a beneficial interest in an Unrestricted Global
Note or transfer such Restricted Definitive Note to a Person who takes delivery
thereof in the form of a beneficial interest in an Unrestricted Global Note only
if:

                  (A) such exchange or transfer is effected pursuant to the
         Exchange Offer in accordance with the Registration Rights Agreement and
         the Holder, in the case of an exchange, or the transferee, in the case
         of a transfer, certifies in the applicable Letter of Transmittal that
         it is not (i) a Broker-Dealer, (ii) a Person participating in the
         distribution of the Exchange Notes or (iii) a Person who is an
         affiliate (as defined in Rule 144) of the Company;

                  (B) such transfer is effected pursuant to the Shelf
         Registration Statement in accordance with the Registration Rights
         Agreement;

                  (C) such transfer is effected by a Broker-Dealer pursuant to
         the Exchange Offer Registration Statement in accordance with the
         Registration Rights Agreement; or

                  (D) the Registrar receives the following:

                           (i) if the Holder of such Restricted Definitive Notes
                  proposes to exchange such Restricted Definitive Notes for a
                  beneficial interest in an Unrestricted Global Note, a
                  certificate from such Holder in the form of Exhibit C hereto,
                  including the certifications in item (1)(c) thereof; or

                           (ii) if the Holder of such Restricted Definitive
                  Notes proposes to transfer such Restricted Definitive Notes to
                  a Person who shall take delivery thereof in the form of a
                  beneficial interest in an Unrestricted Global Note, a
                  certificate from such Holder in the form of Exhibit B hereto,
                  including the certifications in item (4) thereof;

                                       36
<PAGE>

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on transfer contained herein and in the Private
                  Placement Legend are no longer required in order to maintain
                  compliance with the Securities Act.

                  Upon satisfaction of the conditions of any of the
         subparagraphs in this Section 2.06(d)(2), the Trustee will cancel the
         Restricted Definitive Notes and increase or cause to be increased the
         aggregate principal amount of the Unrestricted Global Note.

                  (3) Unrestricted Definitive Notes to Beneficial Interests in
         Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note
         may exchange such Unrestricted Definitive Note for a beneficial
         interest in an Unrestricted Global Note or transfer such Unrestricted
         Definitive Notes to a Person who takes delivery thereof in the form of
         a beneficial interest in an Unrestricted Global Note at any time. Upon
         receipt of a request for such an exchange or transfer, the Trustee will
         cancel the applicable Unrestricted Definitive Note and increase or
         cause to be increased the aggregate principal amount of one of the
         Unrestricted Global Notes.

                  If any such exchange or transfer from a Definitive Note to a
         beneficial interest is effected pursuant to subparagraphs (2)(B),
         (2)(D) or (3) above at a time when an Unrestricted Global Note has not
         yet been issued, the Company will issue and, upon receipt of an
         Authentication Order in accordance with Section 2.02 hereof, the
         Trustee will authenticate one or more Unrestricted Global Notes in an
         aggregate principal amount equal to the principal amount of Definitive
         Notes so transferred.

                  Unrestricted Definitive Notes cannot be exchanged for, or
         transferred to Persons who take delivery thereof in the form of, a
         Restricted Definitive Note.

         (e) Transfer and Exchange of Definitive Notes for Definitive Notes.
Upon request by a Holder of Definitive Notes and such Holder's compliance with
the provisions of this Section 2.06(e), the Registrar will register the transfer
or exchange of Definitive Notes. Prior to such registration of transfer or
exchange, the requesting Holder must present or surrender to the Registrar the
Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
must provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.06(e).

                  (1) Restricted Definitive Notes to Restricted Definitive
         Notes. Any Restricted Definitive Note may be transferred to and
         registered in the name of Persons who take delivery thereof in the form
         of a Restricted Definitive Note if the Registrar receives the
         following:

                           (A) if the transfer will be made pursuant to Rule
                  144A, then the transferor must deliver a certificate in the
                  form of Exhibit B hereto, including the certifications in item
                  (1) thereof;

                           (B) if the transfer will be made pursuant to Rule 903
                  or Rule 904, then the transferor must deliver a certificate in
                  the form of Exhibit B hereto, including the certifications in
                  item (2) thereof; and

                                       37
<PAGE>

                           (C) if the transfer will be made pursuant to any
                  other exemption from the registration requirements of the
                  Securities Act, then the transferor must deliver a certificate
                  in the form of Exhibit B hereto, including the certifications,
                  certificates and Opinion of Counsel required by item (3)
                  thereof, if applicable.

                  (2) Restricted Definitive Notes to Unrestricted Definitive
         Notes. Any Restricted Definitive Note may be exchanged by the Holder
         thereof for an Unrestricted Definitive Note or transferred to a Person
         who takes delivery thereof in the form of an Unrestricted Definitive
         Note if:

                           (A) such exchange or transfer is effected pursuant to
                  the Exchange Offer in accordance with the Registration Rights
                  Agreement and the Holder, in the case of an exchange, or the
                  transferee, in the case of a transfer, certifies in the
                  applicable Letter of Transmittal that it is not (i) a
                  Broker-Dealer, (ii) a Person participating in the distribution
                  of the Exchange Notes or (iii) a Person who is an affiliate
                  (as defined in Rule 144) of the Company;

                           (B) any such transfer is effected pursuant to the
                  Shelf Registration Statement in accordance with the
                  Registration Rights Agreement;

                           (C) any such transfer is effected by a Broker-Dealer
                  pursuant to the Exchange Offer Registration Statement in
                  accordance with the Registration Rights Agreement; or

                           (D) the Registrar receives the following:

                                    (i) if the Holder of such Restricted
                           Definitive Notes proposes to exchange such Restricted
                           Definitive Notes for an Unrestricted Definitive Note,
                           a certificate from such Holder in the form of Exhibit
                           C hereto, including the certifications in item (1)(d)
                           thereof; or

                                    (ii) if the Holder of such Restricted
                           Definitive Notes proposes to transfer such Restricted
                           Definitive Notes to a Person who shall take delivery
                           thereof in the form of an Unrestricted Definitive
                           Note, a certificate from such Holder in the form of
                           Exhibit B hereto, including the certifications in
                           item (4) thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests, an Opinion of Counsel in form
                  reasonably acceptable to the Registrar to the effect that such
                  exchange or transfer is in compliance with the Securities Act
                  and that the restrictions on transfer contained herein and in
                  the Private Placement Legend are no longer required in order
                  to maintain compliance with the Securities Act.

                  Upon satisfaction of the conditions of any of the clauses of
                  this Section 2.06(e)(2), the Trustee shall cancel the prior
                  Restricted Definitive Note and the Company shall execute, and
                  upon receipt of an Authentication Order in accordance with
                  Section 2.02 hereof, the Trustee shall authenticate and
                  deliver an Unrestricted Definitive Note in the appropriate
                  aggregate principal amount to the Person designated by the
                  Holder of such prior Restricted Definitive Note in
                  instructions delivered to the Registrar by such Holder.

                  (3) Unrestricted Definitive Notes to Unrestricted Definitive
         Notes. A Holder of Unrestricted Definitive Notes may transfer such
         Unrestricted Definitive Notes to a Person who

                                       38
<PAGE>

         takes delivery thereof in the form of an Unrestricted Definitive Note.
         Upon receipt of a request to register such a transfer, the Registrar
         shall register the Unrestricted Definitive Notes pursuant to the
         instructions from the Holder thereof.

         (f) Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company will issue and,
upon receipt of an Authentication Order in accordance with Section 2.02 hereof,
the Trustee will authenticate:

                  (1) one or more Unrestricted Global Notes in an aggregate
         principal amount equal to the principal amount of the beneficial
         interests in the Restricted Global Notes accepted for exchange in the
         Exchange Offer by Persons that certify in the applicable Letters of
         Transmittal that (A) they are not Broker-Dealers, (B) they are not
         participating in a distribution of the Exchange Notes and (C) they are
         not affiliates (as defined in Rule 144) of the Company; and

                  (2) Unrestricted Definitive Notes in an aggregate principal
         amount equal to the principal amount of the Restricted Definitive Notes
         accepted for exchange in the Exchange Offer by Persons that certify in
         the applicable Letters of Transmittal that (A) they are not
         Broker-Dealers, (B) they are not participating in a distribution of the
         Exchange Notes and (C) they are not affiliates (as defined in Rule 144)
         of the Company.

         Concurrently with the issuance of such Notes, the Trustee will cause
the aggregate principal amount of the applicable Restricted Global Notes to be
reduced accordingly, and the Company will execute and the Trustee will
authenticate and deliver to the Persons designated by the Holders of Restricted
Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate
principal amount.

         (g) Legends. The following legends will appear on the face of all
Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture.

                  (1) Private Placement Legend.

                           (A) Except as permitted by subparagraph (B) below,
                  each Global Note and each Definitive Note (and all Notes
                  issued in exchange therefor or substitution thereof) shall
                  bear the legend in substantially the following form:

"THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE
OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A PERSON WHO
THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR
FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE
903 OR RULE 904 OF REGULATIONS UNDER THE SECURITIES ACT, (3)PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE), (4)TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR
(5)PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
(B)IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED
STATES AND OTHER JURISDICTIONS."

                                       39
<PAGE>

                           (B) Notwithstanding the foregoing, any Global Note or
                  Definitive Note issued pursuant to subparagraphs (b)(4),
                  (c)(2), (c)(3), (d)(2), (d)(3), (e)(2), (e)(3) or (f) of this
                  Section 2.06 (and all Notes issued in exchange therefor or
                  substitution thereof) will not bear the Private Placement
                  Legend.

                  (2) Global Note Legend. Each Global Note will bear a legend in
         substantially the following form:

"THIS GLOBAL, NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A
SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS NOTE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55
WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH
OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN."

         (h) Cancellation and/or Adjustment of Global Notes. At such time as all
beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note will be returned to or
retained and canceled by the Trustee in accordance with Section 2.11 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or transferred to a Person who will take delivery thereof in
the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note will be
reduced accordingly and an endorsement will be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note will be increased accordingly and
an endorsement will be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

         (i) General Provisions Relating to Transfers and Exchanges.

                                       40
<PAGE>

                  (1) To permit registrations of transfers and exchanges, the
         Company will execute and the Trustee will authenticate Global Notes and
         Definitive Notes upon receipt of an Authentication Order in accordance
         with Section 2.02 or at the Registrar's request.

                  (2) No service charge will be made to a holder of a beneficial
         interest in a Global Note or to a Holder of a Definitive Note for any
         registration of transfer or exchange, but the Company may require
         payment of a sum sufficient to cover any transfer tax or similar
         governmental charge payable in connection therewith (other than any
         such transfer taxes or similar governmental charge payable upon
         exchange or transfer pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15
         and 9.05 hereof).

                  (3) The Registrar will not be required to register the
         transfer of or exchange of any Note selected for redemption in whole or
         in part, except the unredeemed portion of any Note being redeemed in
         part.

                  (4) All Global Notes and Definitive Notes issued upon any
         registration of transfer or exchange of Global Notes or Definitive
         Notes will be the valid obligations of the Company, evidencing the same
         Indebtedness, and entitled to the same benefits under this Indenture,
         as the Global Notes or Definitive Notes surrendered upon such
         registration of transfer or exchange.

                  (5) Neither the Registrar nor the Company will be required:

                           (A) to issue, to register the transfer of or to
                  exchange any Notes during a period beginning at the opening of
                  business 15 days before the day of any selection of Notes for
                  redemption under Section 3.02 hereof and ending at the close
                  of business on the day of selection;

                           (B) to register the transfer of or to exchange any
                  Note selected for redemption in whole or in part, except the
                  unredeemed portion of any Note being redeemed in part; or

                           (C) to register the transfer of or to exchange a Note
                  between a record date and the next succeeding interest payment
                  date.

                  (6) Prior to due presentment for the registration of a
         transfer of any Note, the Trustee, any Agent and the Company may deem
         and treat the Person in whose name any Note is registered as the
         absolute owner of such Note for the purpose of receiving payment of
         principal of, premium and Special Interest, if any, and interest on,
         such Notes and for all other purposes, and none of the Trustee, any
         Agent or the Company shall be affected by notice to the contrary.

                  (7) All certifications, certificates and Opinions of Counsel
         required to be submitted to the Registrar pursuant to this Section 2.06
         to effect a registration of transfer or exchange may be submitted by
         facsimile.

Section 2.07 Replacement Notes.

         If any mutilated Note is surrendered to the Trustee or the Company and
the Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Note, the Company will issue and the Trustee, upon receipt of an
Authentication Order, will authenticate a replacement Note. If required by the
Trustee or the Company, an indemnity bond must be supplied by the Holder that is
sufficient in the judgment of the Trustee and the Company to protect the
Company, the Trustee, any Agent and any

                                       41
<PAGE>

authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Company may charge for its expenses in replacing a Note.

         Every replacement Note issued in accordance with this Section 2.07, is
an additional obligation of the Company and will be entitled to all of the
benefits of this Indenture equally and proportionately with all other Notes duly
issued hereunder.

Section 2.08 Outstanding Notes.

         The Notes outstanding at any time are all of the Notes authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the
Trustee in accordance with the provisions hereof, and those described in this
Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a
Note does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Note; however, Notes held by the Company or a Subsidiary of
the Company shall not be deemed to be outstanding for purposes of Section
3.07(a) hereof.

         If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a protected purchaser.

         If the principal amount of any Note is considered paid under Section
4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.

         If the Paying Agent (other than the Company, a Subsidiary of the
Company or an Affiliate of any thereof) holds, on a redemption date or maturity
date, money sufficient to pay Notes payable on that date, then on and after that
date such Notes will be deemed to be no longer outstanding and will cease to
accrue interest.

Section 2.09 Treasury Notes.

         In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company, any Guarantor, or by any Affiliate of the Company or any Guarantor,
will be considered as though not outstanding, except that for the purposes of
determining whether the Trustee will be protected in relying on any such
direction, waiver or consent, only Notes that the Trustee knows are so owned
will be so disregarded.

Section 2.10 Temporary Notes.

         Until certificates representing Notes are ready for delivery, the
Company may prepare and the Trustee, upon receipt of an Authentication Order,
will authenticate temporary Notes. Temporary Notes will be substantially in the
form of certificated Notes but may have variations that the Company considers
appropriate for temporary Notes and as may be reasonably acceptable to the
Trustee. Without unreasonable delay, the Company will prepare and the Trustee
will authenticate certificated Notes in exchange for temporary Notes.

         Holders of temporary Notes will be entitled to all of the benefits of
this Indenture.

Section 2.11 Cancellation.

         The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent will forward to the Trustee any
Notes surrendered to them for registration of transfer,

                                       42
<PAGE>

exchange or payment. The Trustee and no one else will cancel all Notes
surrendered for registration of transfer, exchange, payment, replacement or
cancellation and will destroy canceled Notes (subject to the record retention
requirement of the Exchange Act). Certification of the destruction of all
canceled Notes will be delivered to the Company. The Company may not issue new
Notes to replace Notes that it has paid or that have been delivered to the
Trustee for cancellation.

Section 2.12 Defaulted Interest.

         If the Company defaults in a payment of interest on the Notes, it will
pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01 hereof. The Company will notify the Trustee in writing of
the amount of defaulted interest proposed to be paid on each Note and the date
of the proposed payment. The Company will fix or cause to be fixed each such
special record date and payment date, provided that no such special record date
may be less than 10 days prior to the related payment date for such defaulted
interest. At least 15 days before the special record date, the Company (or, upon
the written request of the Company, the Trustee in the name and at the expense
of the Company) will mail or cause to be mailed to Holders a notice that states
the special record date, the related payment date and the amount of such
interest to be paid.

Section 2.13 Issuance of Additional Notes.

         The Company shall be entitled, subject to its compliance with Section
4.09 hereof, to issue Additional Notes under this Indenture which shall have
identical terms as the Initial Notes issued on the date of this Indenture, other
than with respect to the date of issuance and issue price. The Initial Notes
issued on the date of this Indenture, any Additional Notes and all Exchange
Notes issued with respect thereto shall be treated as a single class for all
purposes under this Indenture.

         With respect to any Additional Notes, the Company shall set forth in a
Board Resolution and an Officers' Certificate, a copy of each which shall be
delivered to the Trustee, the following information:

                           (a) the aggregate principal amount of such Additional
         Notes to be authenticated and delivered pursuant to this Indenture;

                           (b) the issue price, the issue date and the CUSIP
         number of such Additional Notes; and

                           (c) whether such Additional Notes shall be transfer
         restricted Notes.

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

Section 3.01 Notices to Trustee.

         If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, it must furnish to the Trustee, at
least 30 days but not more than 60 days before a redemption date, an Officers'
Certificate setting forth:

                  (1) the clause of this Indenture pursuant to which the
         redemption shall occur;

                  (2) the redemption date;

                                       43

<PAGE>

                  (3) the principal amount of Notes to be redeemed; and

                  (4) the redemption price.

Section 3.02 Selection of Notes to Be Redeemed or Purchased.

         If less than all of the Notes are to be redeemed or purchased in an
offer to purchase at any time, the Trustee will select Notes (or portion of
Notes) for redemption or purchase as follows:

                  (1) if the Notes are listed on any national securities
         exchange, in compliance with the requirements of the principal national
         securities exchange on which the Notes are listed; or

                  (2) if the Notes are not listed on any national securities
         exchange, on a PRO rata basis, by lot or by such method as the Trustee
         shall deem fair and appropriate.

         In the event of partial redemption or purchase by lot, the particular
Notes to be redeemed or purchased will be selected, unless otherwise provided
herein, not less than 30 nor more than 60 days prior to the redemption or
purchase date by the Trustee from the outstanding Notes not previously called
for redemption or purchase.

         The Trustee will promptly notify the Company in writing of the Notes
selected for redemption or purchase and, in the case of any Note selected for
partial redemption or purchase, the principal amount thereof to be redeemed or
purchased. Notes and portions of Notes selected will be in amounts of $1,000 or
whole multiples of $1,000, except that if all of the Notes of a Holder are to be
redeemed or purchased, the entire outstanding amount of Notes held by such
Holder, even if not a multiple of $1,000, shall be redeemed or purchased. Except
as provided in the preceding sentence, provisions of this Indenture that apply
to Notes called for redemption or purchase also apply to portions of Notes
called for redemption or purchase.

 Section 3.03 Notice of Redemption.

         Subject to the provisions of Section 3.09 hereof, at least 30 days but
not more than 60 days before a redemption date, the Company will mail or cause
to be mailed, by first class mail, a notice of redemption to each Holder whose
Notes are to be redeemed at its registered address, except that redemption
notices may be mailed more than 60 days prior to a redemption date if the notice
is issued in connection with a defeasance of the Notes or a satisfaction and
discharge of this Indenture pursuant to Article 8 or Article 12 of this
Indenture.

         The notice will identify the Notes to be redeemed and will state:

                  (1) the redemption date;

                  (2) the redemption price;

                  (3) if any Note is being redeemed in part, the portion of the
         principal amount of such Note to be redeemed and that, after the
         redemption date upon surrender of such Note, a new Note or Notes in
         principal amount equal to the unredeemed portion of the original Note
         will be issued in the name of the Holder of such original Note upon
         cancellation of the original Note;

                  (4) the name and address of the Paying Agent;

                                       44

<PAGE>

                  (5) that Notes called for redemption must be surrendered to
         the Paying Agent to collect the redemption price;

                  (6) that, unless the Company defaults in making such
         redemption payment, interest on Notes or portions of Notes called for
         redemption ceases to accrue on and after the redemption date;

                  (7) the paragraph o f the Notes and/or Section of this
         Indenture pursuant to which the Notes called for redemption are being
         redeemed; and

                  (8) that no representation is made as to the correctness or
         accuracy of the CUSIP number, if any, listed in such notice or printed
         on the Notes.

         At the Company's request, the Trustee will give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company has delivered to the Trustee, at least 45 days prior to the redemption
date, an officers' Certificate requesting that the Trustee give such notice and
setting forth the information to be stated in such notice as provided in the
preceding paragraph.

Section 3.04 Effect of Notice of Redemption.

         Once notice of redemption is mailed in accordance with Section 3.03
hereof, Notes called for redemption become irrevocably due and payable on the
redemption date at the redemption price. notice of redemption may not be
conditional.

Section 3.05 Deposit of Redemption or Purchase Price.

         On or prior to 10:00 a.m. Eastern Time on any redemption or purchase
date, the Company will deposit with the Trustee or with the Paying Agent money
sufficient to pay the redemption or purchase price of and accrued interest and
Special Interest, if any, on all Notes to be redeemed or purchased on that date.
The Trustee or the Paying Agent will promptly, and in any event within two
Business Days after the redemption or purchase date, return to the Company any
money deposited with the Trustee or the Paying Agent by the Company in excess of
the amounts necessary to pay the redemption or purchase price of, and accrued
interest and Special Interest, if any, on, all Notes to be redeemed or
purchased.

         If the Company complies with the provisions of the preceding paragraph,
on and after the redemption or purchase date, interest will cease to accrue on
the Notes or the portions of Notes called for redemption or purchase. If a Note
is redeemed or purchased on or after an interest record date but on prior to the
related interest payment date, then any accrued and unpaid interest shall be
paid to the Person in whose name such Note was registered at the close of
business on such record date. If any Note called for redemption or purchase is
not so paid upon surrender for redemption or purchase because of the failure of
the Company to comply with the preceding paragraph, interest shall be paid o n
the unpaid principal from the redemption or purchase date until such principal
is paid, and to the extent lawful on any interest not paid on such unpaid
principal, in each case at the rate provided in the Notes and i Section 4.01
hereof.

Section 3.06 Notes Redeemed or Purchased in Part.

         Upon surrender of a Note that is redeemed or purchased in part, the
Company will issue and, upon receipt of an Authentication Order, the Trustee
will authenticate for the Holder at the expense of the Company a new Note equal
in principal amount to the unredeemed or unpurchased portion of the Note
surrendered.

                                       45

<PAGE>

Section 3.07 Optional Redemption.

         (a) At any time prior to January 15, 2007, the Company may on any one
or more occasions redeem up to 40% of the aggregate principal amount of Notes
issued under this Indenture at a redemption price of 107.875% of the principal
amount thereof, plus accrued and unpaid interest and Special Interest, if any,
to the redemption date (subject to the right of Holders of record on the
relevant record date to receive interest due on the relevant interest payment
date), with the Net Cash Proceeds from one or more Equity Offerings by the
Company or any direct or indirect parent of the Company (so long as such Net
Cash Proceeds are contributed by such parent to the Company as common
equity); provided that:

                  (1) at least 60% of the aggregate principal amount of Notes
         initially issued under this Indenture remains outstanding immediately
         after the redemption (excluding any Notes held by the Company and its
         Subsidiaries); and

                  (2) the redemption occurs within 90 days of the date of the
         closing of such Equity Offering.

         (b) Except as described in Section 3.07(a), the Notes are not
redeemable at the Company's option prior January 15, 2009. The Company is not
prohibited, however, from acquiring the Notes by means other than a redemption,
whether pursuant to an issuer tender offer, open market transactions or
otherwise, so long as such acquisition does not otherwise violate the terms of
this Indenture.

         (c) On or after January 15, 2009, the Company may redeem all or a part
of the Notes upon not less than 30 nor more than 60 days notice, at the
redemption prices (expressed as percentages of principal amount) set forth below
plus accrued and unpaid interest and Special Interest, if any, on the Notes
redeemed, to the applicable redemption date (subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant
interest payment date), if redeemed during the twelve-month period beginning on
January 15 of the years indicated below:

<TABLE>
<CAPTION>
Year                               Percentage
----                               ----------
<S>                                <C>
2009 ...........................    103.938%
2010 ...........................    102.625%
2011 ...........................    101.313%
2012 and thereafter ............    100.000%
</TABLE>

         (d) Any redemption pursuant to this Section 3.07 shall be made pursuant
to the provisions Sections 3.01 through 3.06 hereof. Unless the Company defaults
in payment of the redemption price, and after the redemption date, interest will
cease to accrue on the Notes or portions thereof called redemption.

Section 3.08 Mandatory Redemption.

         The Company is not required to make mandatory redemption or sinking
fund payments with respect to the Notes.

Section 3.09 Offer to Purchase by Application of Excess Proceeds.

         In the event that, pursuant to Section 4.10 hereof, the Company is
required to commence an offer to all Holders to purchase Notes (an "Asset Sale
Offer"), it will follow the procedures specified below.

                                       46

<PAGE>

         The Asset Sale Offer shall be made to all Holders and all holders of
other Indebtedness that is pari passu with the Notes containing provisions
similar to those set forth in this Indenture with respect to offers to purchase
or required prepayments or redemptions of such Indebtedness with the excess
proceeds of sales of assets. The Asset Sale offer will be completed no
earlier than 30 days and no later than 60 days after notice of the Asset Sale
Offer is provided to the Holders, except to the extent that a longer period is
required by applicable law (the "Offer Period"). No later than three Business
Days after the termination of the Offer Period (the "Purchase Date"), the
Company will apply all Excess Proceeds (the "Offer Amount ") to the purchase of
Notes and such other pari passu Indebtedness (on a pro rata basis, if
applicable) or, if less than the Offer Amount has been tendered, all Notes and
such other pari passu Indebtedness tendered in response to the Asset Sale Offer.
Payment for any Notes so purchased will be made in the same manner as interest
payments are made.

         If the Purchase Date is on or after an interest record date and on or
before the related interest payment date, any accrued and unpaid interest and
Special Interest, if any, will be paid to the Person in whose name a Note is
registered at the close of business on such record date, and no additional
interest will be payable to Holders who tender Notes pursuant to the Asset Sale
Offer.

         Upon the commencement of an Asset Sale Offer, the Company will send, by
first class mail, a notice to the Trustee and each of the Holders. The notice
will contain all instructions and materials necessary to enable such Holders to
tender Notes pursuant to the Asset Sale Offer. The notice, which will govern the
terms of the Asset Sale Offer, will state:

                  (1) that the Asset Sale Offer is being made pursuant to this
         Section 3.09 and Section 4.10 hereof and the length of time the Asset
         Sale Offer will remain open;

                  (2) the Offer Amount, the purchase price and the Purchase
         Date;

                  (3) that any Note not tendered or accepted for payment will
         continue to accrue interest;

                  (4) that, unless the Company defaults in making such payment,
         any Note accepted for payment pursuant to the Asset Sale Offer will
         cease to accrue interest and Special Interest, if any, after the
         Purchase Date;

                  (5) that Holders electing to have a Note purchased pursuant to
         the Asset Sale Offer may elect to have Notes purchased in integral
         multiples of $1,000 only;

                  (6) that Holders electing to have Notes purchased pursuant to
         the Asset Sale Offer will be required to surrender the Note, with the
         form entitled "Option of Holder to Elect Purchase" attached to the
         Notes completed, or transferred by book-entry transfer, to the Company,
         Depositary, if appointed by the Company, or a Paying Agent at the
         address specified in the notice at least three Business Days before the
         Purchase Date;

                  (7) that Holders will be entitled to withdraw their election
         if the Company, the Depositary or the Paying Agent, as the case may be,
         receives, not later than the expiration of the Offer Period, a
         telegram, telex, facsimile transmission or letter setting forth the
         name of the Holder, the principal amount of the Note (or portion
         thereof) the Holder delivered for purchase and statement that such
         Holder is withdrawing his election to have such Note purchased;

                  (8) that, if the aggregate principal amount of Notes and other
         pari passu Indebtedness surrendered by holders thereof exceeds the
         Offer Amount, the Trustee will select the Notes and such other pari
         passu Indebtedness to be purchased on a pro rata basis based on the
         aggregate

                                       47

<PAGE>

         principal amount of Notes and such other pari passu Indebtedness
         surrendered (with such adjustments as may be deemed appropriate by the
         Trustee so that only Notes in denominations of $1,000, or integral
         multiples thereof, will be purchased); and

                  (9) that Holders whose Notes are purchased only in part will
         be issued new Notes equal in principal amount to the unpurchased
         portion of the Notes surrendered (or transferred by book-entry
         transfer), which unpurchased portion must be equal to $1,000 in
         principal amount or an integral multiple thereof.

         On or before the Purchase Date, the Company will, to the extent lawful,
accept for payment, on a pro rata basis to the extent necessary, the Offer
Amount of Notes or portions thereof properly tendered and not withdrawn pursuant
to the Asset Sale Offer, or if less than the Offer Amount has been tendered, all
Notes properly tendered and not withdrawn, and will deliver or cause to be
delivered to the Trustee the Notes properly accepted together with an Officers'
Certificate stating that such Notes or portions thereof were accepted for
payment by the Company in accordance with the terms of this Section 3.09. The
Company, the Depositary or the Paying Agent, as the case may be, will promptly
(but in any case not later than five Business Days after the Purchase Date) mail
or deliver to each tendering Holder an amount equal to the purchase price of the
Notes tendered by such Holder and accepted by the Company for purchase, and the
Company will promptly issue a new Note, and the Trustee, upon written request
from the Company will authenticate and mail or deliver (or cause to be
transferred by book-entry) such new Note to such Holder, in a principal amount
equal to any unpurchased portion of the Note surrendered; provided that each new
Note will be in a principal amount of $1,000 or an integral multiple thereof.
Any Note not so accepted shall be promptly mailed or delivered by the Company to
the Holder thereof. The Company will publicly announce the results of the Asset
Sale Offer on, or as soon as practicable after, the Purchase Date.

         Other than as specifically provided in this Section 3.09, any purchase
pursuant to this Section 3.09 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof.

                                   ARTICLE 4.
                                   COVENANTS

Section 4.01 Payment of Notes.

         The Company will pay or cause to be paid the principal of, premium, if
any, and interest and Special Interest, if any, on, the Notes on the dates and
in the manner provided in this Indenture and the Notes. Principal, premium, if
any, and interest and Special Interest, if any, will be considered paid on the
date due if the Paying Agent, if other than the Company or a Subsidiary thereof,
holds as of 10:00 a.m Eastern Time on the due date money deposited by the
Company in immediately available funds and designated for and sufficient to pay
all principal, premium, if any, and interest then due. Such Paying Agent shall
return to the Company promptly, and in any event, no later than three Business
Days following the date of payment, any money (including accrued interest) that
exceeds such amount of principal, premium, if any, and interest paid on the
Notes. The Company will pay all Special Interest, if any, in the same manner on
the dates and in the amounts set forth in the Registration Rights Agreement. If
a payment date is a Legal Holiday at a place of payment, payment may be made at
that place on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue on such payment for the intervening period.

         The Company will pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at the rate equal to
1% per annum in excess of the then applicable interest rate on the Notes to the
extent lawful; it will pay interest (including post-petition interest in any

                                       48

<PAGE>

proceeding under any Bankruptcy Law) on overdue installments of interest and
Special Interest (without regard to any applicable grace period) at the same
rate to the extent lawful.

         Interest shall be computed on the basis of a 360-day year of twelve
30-day months.

Section 4.02 Maintenance of Office or Agency.

         The Company will maintain in the Borough of Manhattan, the City of New
York, an office or agency (which may be an office of the Trustee or an affiliate
of the Trustee, Registrar or co-registrar) where Notes may be presented or
surrendered for registration of transfer or for exchange and where notices and
demands to or upon the Company in respect of the Notes and this Indenture may be
served. The Company will give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company fails to maintain any such required office or agency or fails
to furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee.

         The Company may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission will in any manner relieve the
Company of its obligation to maintain an office or agency in the Borough of
Manhattan, the City of New York for such purposes. The Company will give prompt
written notice to the Trustee of any such designation or rescission and of any
change in the location of any such other office or agency.

         The Company hereby designates the Corporate Trust Office of the Trustee
as one such office or agency of the Company in accordance with Section 2.03
hereof.

Section 4.03 Reports.

         (a) Whether or not required by the rules and regulations of the SEC, so
long as any Notes are outstanding, the Company will furnish to the Holders of
Notes or cause the Trustee to furnish to the Holders of Notes, within the time
periods specified in the SEC's rules and regulations:

                  (1) all quarterly and annual financial reports that would be
         required to be filed with the SEC on Forms 10-Q and 10-K if the Company
         were required to file such reports; and

                  (2) all current reports that would be required to be filed
         with the SEC on Form 8-K if the Company were required to file such
         reports.

         Notwithstanding the foregoing, such requirements will be deemed
satisfied prior to the commencement of the Exchange Offer or the effectiveness
of a Shelf Registration Statement by the filing with the SEC of the Exchange
Offer Registration Statement and/or the Shelf Registration Statement, and any
amendments thereto, with such financial information that satisfies Regulation
S-X of the Securities Act; provided that any such registration statement is
filed within the time periods specified in the Registration Rights Agreement.

         If at any time Holdings becomes a Guarantor of the Notes (there being
no obligation of Holdings to do so) and complies with the requirements of Rule
3-10 of Regulation S-X promulgated by the SEC (or any successor provision), the
reports, information and other documents required to be filed and furnished to
Holders of the Notes pursuant to this Section 4.03 may, at the option of the
Company, be filed by and be those of Holdings rather than the Company. All such
reports will be prepared in all material respects in accordance with all of the
rules and regulations applicable to such reports. Each annual report on

                                       49

<PAGE>

Form 10-K will include a report on the Company's consolidated financial
statements by the Company's certified independent accountants. In addition,
following the consummation of the Exchange Offer contemplated by the
Registration Rights Agreement, whether or not required by the SEC, the Company
will file a copy of all of the information and reports referred to in clauses
(1) and (2) above with the SEC for public availability within the time periods
specified in the rules and regulations applicable to such reports (unless the
SEC will not accept such a filing) and will post the reports on its website
within those time periods. The Company will at all times comply with TIA
Section 314(a).

         (b) If, at any time the Company is no longer subject to the periodic
reporting requirements of the Exchange Act for any reason, the Company will
nevertheless continue filing the reports specified in Section 4.03(a) hereof
with the SEC within the time periods specified above unless the SEC will not
accept such a filing. The Company will not take any action for the purpose of
causing the SEC not to accept any such filings. If, notwithstanding the
foregoing, the SEC will not accept the Company's filings for any reason, the
Company will post the reports referred to in Section 4.03(a) hereof on its
website within the time periods that would apply if the Company were required to
file those reports with the SEC.

         (c) If at any time during the first two years after the date of this
Indenture the Company and the Guarantors are not required to file with the SEC
the reports required by Section 4.03(a) hereof, the Company and the Guarantors
will furnish to the Holders of Notes and to securities analysts and prospective
investors, upon their request, the information required to be delivered pursuant
to Rule 144A(d)(4) under the Securities Act.

         (d) The Company will be deemed to have furnished such reports to the
Holders if it has filed such reports with the SEC via the EDGAR filing system
and such reports are publicly available.

Section 4.04 Compliance Certificate.

         (a) The Company and each Guarantor (to the extent that such Guarantor
is so required under the TIA) shall deliver to the Trustee, within 90 days after
the end of each fiscal year, an Officers' Certificate stating that a review of
the activities of such entity and its Subsidiaries during the preceding fiscal
year has been made under the supervision of the signing Officers with a view to
determining whether such entity has kept, observed, performed and fulfilled its
obligations under this Indenture, and further stating, as to each such Officer
signing such certificate, that to the best of his or her knowledge such entity
has kept, observed, performed and fulfilled each and every covenant contained in
this Indenture and is not in default in the performance or observance of any of
the terms, provisions and conditions of this Indenture (or, if a Default or
Event of Default has occurred, describing all such Defaults or Events of Default
of which he or she may have knowledge and what action such entity is taking or
proposes to take with respect thereto) and that to the best of his or her
knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest, if any, on the Notes is
prohibited or if such event has occurred, a description of the event and what
action the Company is taking or proposes to take with respect thereto.

         (b) So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.03 hereof shall be accompanied by a
written statement of the Company's independent public accountants (who shall be
a firm of established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has come to
their attention that would lead them to believe that the Company has violated
any provisions of Article 4 or Article 5 hereof or, if any such violation has
occurred, specifying the nature and period of existence thereof, it being
understood that such accountants shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation.

                                       50

<PAGE>

         (c) So long as any of the Notes are outstanding, the Company will
deliver to the Trustee, forthwith upon any Officer becoming aware of any Default
or Event of Default, an Officers' Certificate specifying such Default or Event
of Default and what action the Company is taking or proposes to take with
respect thereto.

Section 4.05 Taxes.

         The Company will pay, and will cause each of its Subsidiaries to pay,
prior to delinquency, all material taxes, assessments and governmental levies,
except such as are being contested in good faith and by appropriate proceedings
or where the failure to effect such payment is not adverse in any material
respect to the Holders of the Notes.

Section 4.06 Stay, Extension and Usury Laws.

         The Company and each of the Guarantors covenant (to the extent that
they may lawfully do so) that they will not at any time insist upon, plead or in
any manner whatsoever claim or take the benefit or advantage of, any stay,
extension or usury law wherever enacted, now or at any time hereafter in force,
that may affect the covenants or the performance of this Indenture; and the
Company and each of the Guarantors (to the extent that they may lawfully do so)
hereby expressly waive all benefit or advantage of any such law, and covenant
that they will not, by resort to any such law, hinder, delay or impede the
execution of any power herein granted to the Trustee, but will suffer and permit
the execution of every such power as though no such law has been enacted.

Section 4.07 Restricted Payments.

         (a) The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly:

                  (1) declare or pay any dividend on, or make any other payment
         or distribution on account of, the Company's or any of its Restricted
         Subsidiaries' Equity Interests (including any payment in connection
         with any merger or consolidation involving the Company or any of its
         Restricted Subsidiaries) or to the direct or indirect holders of the
         Company's or any of its Restricted Subsidiaries' Equity Interests in
         their capacity as such (in each case, other than dividends or
         distributions payable (A) in Equity Interests (other than Disqualified
         Stock) of the Company or (B) to the Company or a Restricted Subsidiary
         of the Company);

                  (2) purchase, redeem or otherwise acquire or retire for value
         (including in connection with any merger or consolidation involving the
         Company) any Equity Interests of the Company or any direct or indirect
         parent of the Company held by Persons other than the Company or a
         Restricted Subsidiary of the Company;

                  (3) make any principal payment on or with respect to, or
         purchase, redeem, defease or otherwise acquire or retire for value any
         Indebtedness that is subordinated to the Notes or the Note Guarantees
         except a payment of principal at the Stated Maturity thereof, other
         than:

                           (A) the purchase, repurchase or other acquisition of
         any such subordinated Indebtedness purchased in anticipation of
         satisfying a sinking fund obligation, principal installment or final
         maturity, in each case due within one year of the date of such payment,
         purchase, redemption, defeasance or acquisition, and

                                       51

<PAGE>

                           (B) intercompany Indebtedness described in clause (6)
         of Section 4.09(b) hereof; or

                  (4) make any Restricted Investment (all such payments and
         other actions set forth in clauses (1) through (4) above being
         collectively referred to as "Restricted Payments"),

         unless, at the time of and after giving effect to such Restricted
         Payment:

                  (1) no Default or Event of Default has occurred and is
         continuing or would occur as a consequence of such Restricted Payment;

                  (2) the Company would, at the time of such Restricted Payment
         and after giving pro forma effect thereto as if such Restricted Payment
         had been made at the beginning of the applicable four-quarter period,
         have been permitted to incur at least $1.00 of additional Indebtedness
         pursuant to the Fixed Charge Coverage Ratio test set forth in Section
         4.09(a) hereof;

                  (3) such Restricted Payment, together with the aggregate
         amount of all other Restricted Payments made by the Company and its
         Restricted Subsidiaries after the date of this Indenture (excluding
         Restricted Payments permitted by clauses (2), (3), (4), (6), (7), (9),
         (10) and (11) of paragraph (b) below), is less than the sum, without
         duplication of:

                           (A) 50% of the Consolidated Net Income of the Company
                  for the period (taken as one accounting period) from the
                  beginning of the first fiscal quarter commencing after the
                  date of this Indenture to the end of the Company's most
                  recently ended fiscal quarter for which internal consolidated
                  financial statements of the Company are available at the time
                  of such Restricted Payment (or, if such Consolidated Net
                  Income for such period is a deficit, less 100% of such
                  deficit), plus

                           (B) 100% of the aggregate Net Cash Proceeds received
                  by the Company subsequent to the date of this Indenture (i) as
                  a contribution to its common equity capital or (ii) from the
                  issue or sale of Equity Interests of the Company (other than
                  Excluded Contributions or Disqualified Stock) or (iii)as a
                  result of the issuance or sale of convertible or exchangeable
                  Disqualified Stock or convertible or exchangeable debt
                  securities of the Company or any Restricted Subsidiary of the
                  Company that have been converted into or exchanged for either
                  (A) such Equity Interests (other than Equity Interests (or
                  Disqualified Stock or debt securities) sold to a Subsidiary of
                  the Company) or (B) securities of any direct or indirect
                  parent of the Company, except any Net Cash Proceeds that have
                  been utilized for any other purpose under this Section 4.07
                  (other than pursuant to clause (13) of Section 4.07(b)
                  hereof), plus

                           (C) an amount equal to the net reduction in
                  Investments made by the Company and its Restricted
                  Subsidiaries subsequent to the date of this Indenture
                  resulting from payments of interest on Indebtedness,
                  dividends, repayments of loans or advances or other transfers
                  of assets, in each case to the Company or any such Restricted
                  Subsidiary from any such Investment, or from the net cash
                  proceeds from the sale of any such Investment, or from a
                  redesignation of an Unrestricted Subsidiary to a Restricted
                  Subsidiary of the Company, but only if and to the extent such
                  amounts are not included in the calculation of Consolidated
                  Net Income and not to exceed in the case of any Investment the
                  amount of the Investment previously made by the Company or any
                  Restricted Subsidiary in such Person or Unrestricted
                  Subsidiary; provided that any amounts in excess of the amount
                  of the Investment previously made may be added to the

                                       52

<PAGE>

                  amounts otherwise available under this clause (C) to make
                  Restricted Investments pursuant to this clause (3), plus

                           (D) 100% of the Fair Market Value, such determination
                  to be conclusive and evidenced by an Officers' Certificate
                  delivered to the Trustee, of any Permitted Business (including
                  Capital Stock of a Permitted Business that is or becomes a
                  Restricted Subsidiary) received by the Company or a Restricted
                  Subsidiary of the Company as consideration for the issuance by
                  the Company subsequent to the date of this Indenture of
                  Capital Stock (other than Disqualified Stock) of the Company
                  or as a contribution to the common equity capital of the
                  Company.

         (b) The provisions of Section 4.07(a) will not prohibit:

                  (1) the payment of any dividend or other distribution within
         60 days after the date of declaration thereof, if at the date of
         declaration the dividend payment or other distribution would have
         complied with the provisions of this Indenture;

                  (2) the making of any Restricted Payment with the Net Cash
         Proceeds of a substantially concurrent sale (other than to a Restricted
         Subsidiary of the Company) of Equity Interests of the Company (other
         than Disqualified Stock) or contribution to the common equity capital
         of the Company to the extent not previously utilized for any other
         purpose under this Section 4.07;

                  (3) the redemption, repurchase, retirement, defeasance or
         other acquisition of subordinated Indebtedness of the Company or any
         Restricted Subsidiary of the Company, in exchange for, or with the net
         cash proceeds from a substantially concurrent issuance or sale of,
         Permitted Refinancing Indebtedness;

                  (4) the payment of any dividend by a Restricted Subsidiary of
         the Company to the holders of its Equity Interests on a pro rata
         basis;

                  (5) so long as no Default has occurred and is continuing or
         would be caused thereby, the payment of dividends, other distributions
         or amounts to any direct or indirect parent of the Company in amounts
         equal to the amounts expended by such parent to purchase, repurchase,
         retire or otherwise acquire for value Equity Interests of such parent
         owned by employees, former employees, directors, former directors,
         consultants or former consultants of such parent, the Company or any
         of its Subsidiaries (or permitted transferees, assigns, estates or
         heirs of such employees, former employees, directors, former directors,
         consultants or former consultants); provided, however, that the
         aggregate amount paid, loaned or advanced to such parent pursuant to
         this clause (5)will not, in the aggregate, exceed $ 3.0 million per
         fiscal year of the Company; provided that the Company may carry over
         and make in subsequent calendar years, in addition to the amounts
         permitted for such calendar year, the amount of such purchases,
         redemptions or other acquisitions or retirements for value permitted to
         have been made but not made in any preceding calendar year up to a
         maximum of $12.0 million in any calendar year; and provided further
         that such amount in any calendar year may be increased by an amount not
         to exceed (i) the Net Cash Proceeds from the sale of Equity Interests
         (other than Disqualified Stock) of the Company (or of any direct or
         indirect parent of the Company to the extent such Net Cash Proceeds are
         contributed to the common equity capital of the Company) to employees,
         officers, directors or consultants of the Company and its Restricted
         Subsidiaries that occurs after the date of this Indenture (to the
         extent the Net Cash Proceeds from the sale of such Equity Interests
         have not otherwise been applied to the payment of Restricted Payments
         pursuant to clause (2) above or previously applied to the payment of
         Restricted Payments pursuant to this clause (5)), plus (ii) the cash
         proceeds of

                                       53

<PAGE>

         key man life insurance policies received by the Company and its
         Restricted Subsidiaries after the date of this Indenture, less any
         amounts previously applied to the payment of Restricted Payments
         pursuant to this clause (5); provided further that cancellation of
         Indebtedness owning to the Company from employees, officers, directors
         and consultants of the Company or any of its Restricted Subsidiaries in
         connection with a repurchase of Equity Interests of the Company from
         such Persons will not be deemed to constitute a Restricted Payment for
         purposes of this Section 4.07 or any other provision of this Indenture;
         provided further that the Net Cash Proceeds from such sales of Equity
         Interests described in clause (i) of this clause (5) shall be excluded
         from the second clause 3(B) of Section 4.07(a) hereof to the extent
         such proceeds have been or are applied to the payment of Restricted
         Payments pursuant to this clause (5);

                  (6) the payment of any dividends or distributions or the
         making of any loans or other advances by the Company or any Restricted
         Subsidiary of the Company to any direct or indirect parent of the
         Company to permit such parent to (A)pay franchise taxes and other fees
         and expenses required to maintain its existence and (B) to provide for
         all other operating costs of such parent to the extent attributable to
         the ownership or operation of the Company and its Restricted
         Subsidiaries, including in respect of director fees and expenses,
         administrative, legal and accounting services provided by third parties
         and other costs and expenses, including all costs and expenses with
         respect to filings with the SEC, of up to an aggregate amount under
         this clause (B) of $2.0 million per fiscal year, plus any
         indemnification claims made by directors or officers of such parent
         attributable to the ownership or operation of the Company and its
         Restricted Subsidiaries;

                  (7) the payment of Permitted Tax Distributions;

                  (8) the repurchase of Capital Stock deemed to occur upon
         exercise of stock options, warrants or other convertible securities to
         the extent the shares of such Capital Stock represent a portion of the
         exercise price of such options, warrants or convertible securities;

                  (9) so long as no Default has occurred and is continuing or
         would be caused thereby, the declaration and payment of dividends or
         distributions to holders of any class or series of Disqualified Stock
         of the Company or preferred stock of its Restricted Subsidiaries issued
         after the date of this Indenture pursuant to Section 4.09 hereof;

                  (10) any payments made, or the performance of any of the
         transactions contemplated, in connection with the acquisition and the
         financing thereof and described in the Offering Circular under the
         headings "Offering Circular Summary--The Transactions," "Management"
         and "Certain Relationships and Related Party Transactions;"

                  (11) any redemption, repurchase, retirement, defeasance or
         other acquisition for value of Disqualified Stock of the Company or a
         Restricted Subsidiary of the Company made by exchange for, or out of
         the net cash proceeds of the substantially concurrent sale of,
         Disqualified Stock of the Company or such Restricted Subsidiary, as the
         case may be; provided that any such new Disqualified Stock is issued by
         the issuer of the Disqualified Stock being redeemed, repurchased,
         retired, defeased or otherwise acquired for value and that such new
         Disqualified Stock is issued pursuant to Section 4.09 hereof;

                  (12) so long as no Default has occurred and is continuing or
         would be caused thereby, the payment of dividends on the Company's
         common stock (or dividends, distributions or advances to any direct or
         indirect parent of the Company to allow such parent to pay dividends
         on its common stock), following the first public offering of the
         Company's common stock (or of such

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         parent's common stock, as the case may be) after the date of this
         Indenture, of, whichever is earlier, (i) in the case of the first
         public offering of the Company's common stock, up to 6% per annum of
         the Net Cash Proceeds received by the Company in such public offering
         or (ii) in the case of the first public offering of such parent's
         common stock, up to 6% per annum of the amount contributed directly or
         indirectly by such parent (other than Excluded Contributions) to the
         Company from the Net Cash Proceeds received by such parent in such
         public offering;

                  (13) Investments that are made with Excluded Contributions;

                  (14) so long as no Default has occurred and is continuing or
         would be caused thereby, upon the occurrence of a Change of Control and
         within 60 days after completion of the Change of Control Offer pursuant
         to Section 4.15 hereof (including the purchase of all Notes tendered),
         any purchase or redemption of Indebtedness of the Company or any
         Restricted Subsidiary of the Company subordinated to the Notes or the
         Note Guarantees, as applicable, that is required to be repurchased or
         redeemed pursuant to the terms thereof as a result of such Change of
         Control, at a purchase price not greater than 101% of the outstanding
         principal amount thereof (plus accrued and unpaid interest);

                  (15) dividends or distributions paid in an amount equal to any
         reduction in taxes actually realized by the Company and its Restricted
         Subsidiaries in the form of cash refunds or from deductions when
         applied to offset income or gain as a direct result of (i) the tender
         costs, including the costs of any premium paid or interest expense,
         incurred in connection with repurchasing the Existing Simmons 2009
         Notes, (ii) purchase accounting adjustments made in connection with
         the Transactions, (iii) compensation expenses incurred in connection
         with the repurchase or rollover of stock options or transaction
         bonuses, or (iv) the write off of deferred financing charges as a
         result of the refinancing contemplated by the Transactions; and

                  (16) so long as no Default has occurred and is continuing or
         would be caused thereby, other Restricted Payments in an aggregate
         amount not to exceed $30.0 million since the date of this Indenture.

         (c) The amount of all Restricted Payments (other than cash) will be the
Fair Market Value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by the Company or such
Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.
The Fair Market Value of any asset(s) or securities that are required to be
valued by this Section 4.07 will, if the Fair Market Value exceeds $2.0 million,
be determined by the Board of Directors of the Company whose Board Resolution
with respect thereto shall be delivered to the Trustee. For the avoidance of
doubt, this Section 4.07 shall not apply to the transactions contemplated by the
Transaction Documents, and such Transaction Documents and their performance
shall comply with Section 4.11 hereof.

Section 4.08 Dividend and Other Payment Restrictions Affecting Subsidiaries.

         (a) The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or permit to exist or become
effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to:

                  (1) pay dividends or make any other distributions on its
         Capital Stock to the Company or any of its Restricted Subsidiaries, or
         with respect to any other interest or participation in, or measured by,
         its profits, or pay any Indebtedness owed to the Company or any of its
         Restricted Subsidiaries;

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                  (2) make loans or advances to the Company or any of its
         Restricted Subsidiaries; or

                  (3) transfer any of its properties or assets to the Company or
         any of its Restricted Subsidiaries.

         (b) The restrictions in Section 4.08(a) will not apply, however, to
encumbrances or restrictions existing under or by reason of:

                  (1) agreements governing Existing Indebtedness and Credit
         Facilities as in effect on the date of this Indenture and any
         amendments, modifications, restatements, renewals, increases,
         extensions, supplements, refundings, replacements or refinancings of
         any of the foregoing, provided that the amendments, modifications,
         restatements, renewals, increases, extensions, supplements, refundings,
         replacements or refinancings of such instrument are not materially more
         restrictive, taken as a whole, with respect to such dividend and other
         payment restrictions than those contained in such agreement on the date
         of this Indenture;

                  (2) this Indenture, the Notes and the Note Guarantees or by
         other Indebtedness of the Company or of a Guarantor which is pari
         passu in right of payment with the Notes or Note Guarantees, as
         applicable, incurred under an indenture or other agreement governing
         such Indebtedness pursuant to Section 4.09 hereof; provided, that the
         encumbrances and restrictions are no more restrictive, taken as a
         whole, than those contained in this Indenture;

                  (3) the Senior Term Loan;

                  (4) applicable law or any applicable rule or regulation;

                  (5) any agreement or instrument governing Indebtedness or
         Capital Stock of a Person acquired by the Company or any of its
         Restricted Subsidiaries as in effect at the time of such acquisition
         (except to the extent such Indebtedness or Capital Stock was incurred
         in connection with or in contemplation of such acquisition), which
         encumbrance or restriction is not applicable to any Person, or the
         properties or assets of any Person, other than the Person, or the
         property or assets of the Person, so acquired, provided that, in the
         case of Indebtedness, such Indebtedness was permitted by the terms of
         this Indenture to be incurred;

                  (6) customary non-assignment provisions in leases, licenses or
         similar contracts entered into in the ordinary course of business or
         that restrict the subletting, assignment or transfer of any property or
         asset that is subject to a lease, license or similar contract;

                  (7) purchase money obligations for property acquired in the
         ordinary course of business that restrict the transfer of such
         property; provided that any such encumbrance or restriction is released
         to the extent the underlying Lien is released or the related
         Indebtedness is repaid;

                  (8) any agreement for the sale or other disposition of a
         Restricted Subsidiary or the assets of a Restricted Subsidiary pending
         the sale or other disposition of such assets or Restricted Subsidiary;

                  (9) Permitted Refinancing Indebtedness, provided that the
         encumbrances and restrictions contained in the agreements governing
         such Permitted Refinancing Indebtedness are not materially more
         restrictive, taken as a whole, than those contained in the agreements
         governing the Indebtedness being refinanced;

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<PAGE>

                  (10) Liens securing Indebtedness otherwise permitted to be
         incurred under Section 4.09 hereof that limit the right of the debtor
         to dispose of or transfer the assets subject to such Liens;

                  (11) any transfer of, agreement to transfer, or option or
         right with respect to, any property or assets of the Company or any
         Restricted Subsidiary not otherwise prohibited by this Indenture;

                  (12) provisions with respect to the disposition or
         distribution of assets or property and other customary provisions in
         joint venture agreements, asset sale agreements, stock sale agreements
         and other similar agreements entered into in the ordinary course of
         business;

                  (13) restrictions on cash or other deposits or net worth
         imposed by customers under contracts entered into in the ordinary
         course of business;

                  (14) Indebtedness permitted to be incurred pursuant to Section
         4.09(b)(4) hereof for property acquired in the ordinary course of
         business that only imposes encumbrances or restrictions on the property
         so acquired;

                  (15) net worth provisions in leases and other agreements
         entered into by the Company or any Restricted Subsidiary in the
         ordinary course of business;

                  (16) Indebtedness or other contractual requirements of a
         Receivables Subsidiary in connection with a Qualified Receivables
         Transaction, provided that such restrictions apply only to such
         Receivables Subsidiary; and

                  (17) agreements governing Indebtedness permitted to be
         incurred pursuant to Section 4.09 hereof, provided that the provisions
         relating to such encumbrance or restriction contained in such
         Indebtedness, taken as a whole, are not materially more restrictive to
         the Company, as determined by the Board of Directors of the Company in
         their reasonable and good faith judgment, than the provisions contained
         in the Credit Agreement or this Indenture as in effect on the date of
         this Indenture.

Section 4.09 Incurrence of Indebtedness and Issuance of Preferred Stock.

         (a) The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "incur")any Indebtedness (including Acquired
Debt), and the Company will not issue any Disqualified Stock and will not permit
any of its Restricted Subsidiaries to issue any shares of preferred stock;
provided, however, that the Company or any Guarantor may incur Indebtedness
(including Acquired Debt) or issue Disqualified Stock, and any Guarantor may
issue preferred stock, if the Fixed Charge Coverage Ratio for the Company's most
recently ended four full fiscal quarters for which internal financial statements
are available immediately preceding the date on which such additional
Indebtedness is incurred or such Disqualified Stock or preferred stock is issued
would have been at least 2.0 to 1, determined on a pro forma basis (including a
pro forma application of the net proceeds therefrom), as if the additional
Indebtedness had been incurred or the preferred stock or Disqualified Stock had
been issued, as the case may be, at the beginning of such four-quarter period.

         (b) The provisions of Section 4.09(a) will not prohibit the incurrence
of any of the following items of Indebtedness (collectively, "Permitted Debt"):

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                  (1) the incurrence by the Company or any Guarantor of
         Indebtedness and letters of credit under Credit Facilities, in an
         aggregate principal amount at any one time outstanding under this
         clause (1) (with letters of credit being deemed to have a principal
         amount equal to the maximum potential liability of the Company and the
         Guarantors thereunder) not to exceed $550.0 million, less the aggregate
         amount of all Net Proceeds of Asset Sales applied by the Company or any
         of its Restricted Subsidiaries since the date of this Indenture to
         repay term Indebtedness under a Credit Facility or to repay revolving
         credit Indebtedness and effect a corresponding commitment reduction
         thereunder, in each case, pursuant to Section 4.10 hereof;

                  (2) the incurrence by the Company and the Guarantors of
         Existing Indebtedness;

                  (3) the incurrence by the Company of Indebtedness represented
         by the Initial Notes and the related Exchange Notes;

                  (4) the incurrence by the Company of the Senior Term Loan;

                  (5) the incurrence by the Company or any Guarantor of
         Indebtedness represented by Capital Lease Obligations, mortgage
         financings or purchase money obligations (including borrowings under a
         Credit Facility) or Acquired Debt, in each case, incurred for the
         purpose of financing all or any part of the purchase price or cost of
         construction, development, maintenance, upgrade or improvement of
         property, plant, equipment or assets (in each case whether through the
         direct purchase of assets or through the purchase of Capital Stock of
         the Person owning such assets) used in the business of the Company or
         such Guarantor, in an aggregate principal amount, including all
         Permitted Refinancing Indebtedness incurred to refund, refinance or
         replace any Indebtedness incurred pursuant to this clause (4), not to
         exceed, at any time outstanding, the greater of (x) $10.0 million and
         (y) 4.0% of Total Tangible Assets;

                  (6) the incurrence by the Company or any Guarantor of
         Permitted Refinancing Indebtedness in exchange for, or the net proceeds
         of which are used to refund, refinance or replace Indebtedness that was
         permitted by this Indenture to be incurred under Section 4.09(a) or
         clauses (2), (3), (4), (5) ,(6), or (16) of this Section 4.09(b);

                  (7) the incurrence by the Company or any of its Restricted
         Subsidiaries of intercompany Indebtedness between or among the Company
         and any of its Restricted Subsidiaries (other than a Receivables
         Subsidiary); provided, however, that:

                           (A) if the Company or any Guarantor is the obligor on
                  such Indebtedness, such Indebtedness must be expressly
                  subordinated to the prior payment in full in cash of all
                  Obligations with respect to the Notes, in the case of the
                  Company, or the Note Guarantee in the case of a Guarantor; and

                           (B) (i) any subsequent issuance or transfer of Equity
                  Interests that results in any such Indebtedness being held by
                  a Person other than the Company or a Restricted Subsidiary of
                  the Company and (ii) any sale or other transfer of any such
                  Indebtedness to a Person that is not either the Company or a
                  Restricted Subsidiary of the Company, will be deemed, in each
                  case, to constitute an incurrence of such Indebtedness by the
                  Company or such Restricted Subsidiary, as the case may be,
                  that was not permitted by this clause (7);

                  (8) shares of preferred stock of a Restricted Subsidiary
         issued to the Company or another Restricted Subsidiary; provided that
         any subsequent transfer of any Equity Interests or any other

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         event which results in any such Restricted Subsidiary ceasing to be a
         Restricted Subsidiary or any other subsequent transfer of any such
         shares of preferred stock (except to the Company or any Restricted
         Subsidiary) shall be deemed, in each case, to be an issuance of
         preferred stock;

                  (9) the incurrence by the Company or any Guarantor of Hedging
         Obligations that are incurred in the ordinary course of business or
         required under Credit Facilities for the purpose of fixing, hedging or
         swapping interest rate, commodity price or foreign currency exchange
         rate risk (or to reverse or amend any such agreements previously made
         for such purposes), and not for speculative purposes, and that do not
         increase the Indebtedness of the obligor outstanding at any time other
         than as a result of fluctuations in interest rates, commodity prices or
         foreign currency exchange rates or by reason of fees, indemnities and
         compensation payable thereunder;

                  (10) the guarantee by the Company or any Guarantor of
         Indebtedness of the Company or a Guarantor that was permitted to be
         incurred by another provision of this Section 4.09;

                  (11) Indebtedness of the Company or any of its Restricted
         Subsidiaries in respect of workers' compensation claims, self-insurance
         obligations, indemnities, performance bonds, bankers' acceptances,
         letters of credit and surety, appeal or similar bonds provided by the
         Company or any of its Restricted Subsidiaries in the ordinary course of
         business and, in any such case, any reimbursement obligations in
         connection therewith;

                  (12) Indebtedness of the Company or any Guarantor to the
         extent the net proceeds thereof are promptly deposited to defease or
         satisfy and discharge all outstanding Notes in full pursuant to Section
         8.04 hereof and Section 12.01 hereof;

                  (13) contingent liabilities arising out of endorsements of
         checks and other negotiable instruments for deposit or collection or
         overdraft protection in the ordinary course of business;

                  (14) the incurrence by a Receivables Subsidiary of
         Indebtedness in a Qualified Receivables Transaction; provided that such
         Indebtedness is non-recourse to the Company or any of its Restricted
         Subsidiaries (except to the extent of customary representations,
         warranties, covenants and indemnities entered into in connection with a
         Qualified Receivables Transaction);

                  (15) obligations of the Company and its Restricted
         Subsidiaries arising from agreements of the Company or a Restricted
         Subsidiary providing for indemnification, adjustment of purchase price
         or similar obligations, in each case incurred or assumed in connection
         with the disposition of any business, assets or a Subsidiary of the
         Company in accordance with the terms of this Indenture, other than
         Guarantees by the Company or any Restricted Subsidiary of the Company
         of Indebtedness incurred by any Person acquiring all or any portion of
         such business, assets or a Subsidiary of the Company for the purpose of
         financing such acquisition; provided, however, that the maximum
         aggregate liability in respect of all such obligations shall not exceed
         the gross proceeds, including the Fair Market Value of noncash proceeds
         (the Fair Market Value of such noncash proceeds being measured at the
         time it is received and without giving effect to any subsequent changes
         in value), actually received by the Company and its Restricted
         Subsidiaries in connection with such disposition; and

                  (16) the incurrence by the Company or any of its Restricted
         Subsidiaries of additional Indebtedness, the issuance by the Company of
         Disqualified Stock or the issuance by a Restricted Subsidiary of
         preferred stock in an aggregate principal amount or liquidation
         preference at any time outstanding, including all Permitted Refinancing
         Indebtedness incurred to refund, refinance

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         or replace any Indebtedness, Disqualified Stock or preferred stock
         incurred pursuant to this clause (16), not to exceed $40.0 million.

         For purposes of determining compliance with this Section 4.09, in the
event that an item of proposed Indebtedness meets the criteria of more than one
of the categories of Permitted Debt described in clauses (1) through (16) above,
or is entitled to be incurred pursuant to Section 4.09(a), the Company will be
permitted to classify such item of Indebtedness on the date of its incurrence,
or later reclassify all or a portion of such item of Indebtedness, in any manner
that complies with this Section 4.09. Indebtedness under Credit Facilities
outstanding on the date on which Notes are first issued and authenticated under
this Indenture will initially be deemed to have been incurred pursuant to clause
(1) of Section 4.09(b). Indebtedness permitted by this Section 4.09 need not be
permitted by reference to one provision permitting such Indebtedness but may be
permitted in part by one such provision and in part by one or more other
provisions of this Section 4.09 permitting such Indebtedness.

          The accrual of interest, the accretion or amortization of original
 issue discount, the payment of interest and dividends on any Indebtedness in
 the form of additional Indebtedness with the same terms, and the payment or
 accrual of dividends on Disqualified Stock or preferred stock in the form of
 additional shares of the same class of Disqualified Stock or preferred stock
 will not be deemed to be an incurrence of Indebtedness or an issuance of
 Disqualified Stock or preferred stock for purposes of this Section 4.09.

 Section 4.10 Asset Sales.

         The Company will not, and will not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless:

                  (1) the Company (or the Restricted Subsidiary, as the case may
         be) receives consideration (including by way of relief from, or by any
         other Person assuming sole responsibility for, any liabilities,
         contingent or otherwise) at the time of the Asset Sale at least equal
         to the Fair Market Value of the assets or Equity Interests issued or
         sold or otherwise disposed of;

                  (2) in the case of Asset Sales involving consideration in
         excess of $10.0 million, the Fair Market Value is determined by the
         Company's Board of Directors and evidenced by a Board Resolution set
         forth in an Officers' Certificate delivered to the Trustee promptly
         after the consummation of such Asset Sale; and

                  (3) at least 75% of the consideration received in the Asset
         Sale by the Company or such Restricted Subsidiary is in the form of
         cash, Cash Equivalents, Replacement Assets or any combination thereof.
         For purposes of this provision, each of the following shall be deemed
         to be cash:

                           (A) any liabilities, as shown on the Company's or
                  such Restricted Subsidiary's most recent balance sheet, of the
                  Company or any Restricted Subsidiary (other than liabilities
                  that are by their terms subordinated to the Notes or any Note
                  Guarantee) that are assumed by the transferee of any such
                  assets and, in the case of liabilities other than Non-Recourse
                  Debt, where the Company and all Restricted Subsidiaries are
                  released pursuant to an agreement that releases the Company or
                  such Restricted Subsidiary from further liability;

                           (B) any securities, notes or other obligations
                  received by the Company or any such Restricted Subsidiary
                  from such transferee that are within 180 days converted by the

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                  Company or such Restricted Subsidiary into cash (to the extent
                  of the cash received in that conversion); and

                           (C) any Designated Noncash Consideration received by
                  the Company or any of its Restricted Subsidiaries in the Asset
                  Sale having an aggregate Fair Market Value, taken together
                  with all other Designated Noncash Consideration received
                  pursuant to this clause (C) that is at the time outstanding,
                  not to exceed $5.0 million (with the Fair Market Value of each
                  item of Designated Noncash Consideration being measured at
                  the time received and without giving effect to subsequent
                  changes in value).

         For purposes of clause (3) above, any liabilities of the Company or any
 Restricted Subsidiary of the Company that are not assumed by the transferee of
 such assets in respect of which the Company and all Restricted Subsidiaries are
 not released from any future liabilities in connection therewith shall not be
 considered consideration.

         Within 365 days after the receipt of any Net Proceeds from an Asset
Sale, the Company (or such Restricted Subsidiary, as the case may be) may apply
such Net Proceeds at its option:

                  (1) to repay Senior Debt and, if the Senior Debt repaid is
         revolving credit Indebtedness, to correspondingly reduce commitments
         with respect thereto;

                  (2) to acquire all or substantially all of the assets of, or
         the majority of the Voting Stock of, another Permitted Business;

                  (3) to make a capital expenditure; or

                  (4) to acquire non-current assets, including investments in
         property, that are used or useful in a Permitted Business;

it being understood that the Company may apply Net Proceeds received by any of
its Restricted Subsidiaries in any of the foregoing manners and any Restricted
Subsidiary of the Company may apply Net Proceeds received by the Company or
another Restricted Subsidiary of the Company in any of the foregoing manners.
Pending the final application of any Net Proceeds, the Company may temporarily
reduce revolving credit borrowings or otherwise invest the Net Proceeds in any
manner that is not prohibited by this Indenture.

         Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the preceding paragraph will constitute "Excess Proceeds." On the
366th day after an Asset Sale, if the aggregate amount of Excess Proceeds
exceeds $15.0 million, the Company will make an Asset Sale Offer to all Holders
of Notes and all holders of any other Indebtedness that is pari passu with the
Notes containing provisions similar to those set forth in this Indenture with
respect to offers to purchase or required prepayments or redemptions of such
Indebtedness with the proceeds of sales of assets in accordance with Section
3.09 hereof to purchase the maximum principal amount of Notes and such other
pari passu Indebtedness that may be purchased out of the Excess Proceeds. The
Company will be required to complete the Asset Sale Offer no earlier than 30
days and no later than 60 days after notice of the Asset Sale Offer is provided
to the Holders, or such later date as may be required under applicable law. The
offer price in any Asset Sale Offer will be equal to 100% of principal amount
plus accrued and unpaid interest and Special Interest, if any, to the date of
purchase, and will be payable in cash. If any Excess Proceeds remain after
consummation of an Asset Sale Offer, the Company may use those Excess Proceeds
for any purpose not otherwise prohibited by this Indenture. If the aggregate
principal amount of Notes and such other pari passu Indebtedness tendered into
such Asset Sale Offer exceeds the amount of

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Excess Proceeds, the Trustee shall select the Notes and such other pari passu
Indebtedness to be purchased on a pro rata basis on the basis of the aggregate
principal amount of tendered Notes and tendered, prepaid or redeemed pari passu
Indebtedness, if any. Upon completion of each Asset Sale Offer, the amount of
Excess Proceeds shall be reset at zero.

         The Company will comply with the requirements of Section 14(e) of, and
Rule 14e-1 under, the Exchange Act and any other securities laws and regulations
thereunder to the extent those laws and regulations are applicable in connection
with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent
that the provisions of any securities laws or regulations conflict with the
provisions of Sections 3.09 or 4.10 of this Indenture, the Company will comply
with the applicable securities laws and regulations and will not be deemed to
have breached its obligations under Section 3.09 or Section 4.10 hereof by
virtue of such conflict.

Section 4.11 Transactions with Affiliates.

         (a) The Company will not, and will not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or Guarantee with, or for the benefit
of, any Affiliate of the Company on or after the date of this Indenture (each,
an "Affiliate Transaction"), unless:

                  (1) such Affiliate Transaction is on terms that are no less
         favorable to the Company or the relevant Restricted Subsidiary than
         those that would have been obtained in a comparable transaction by the
         Company or such Restricted Subsidiary with an unrelated Person; and

                  (2) the Company delivers to the Trustee:

                           (A) with respect to any Affiliate Transaction or
                  series of related Affiliate Transactions involving aggregate
                  consideration in excess of $10.0 million, a Board Resolution
                  set forth in an Officers' Certificate certifying that such
                  Affiliate Transaction complies with clause (1) of this Section
                  4.1l(a) and that such Affiliate Transaction has been approved
                  by a majority of the disinterested members of the Board of
                  Directors of the Company in good faith; and

                           (B) with respect to any Affiliate Transaction or
                  series of related Affiliate Transactions involving aggregate
                  consideration in excess of $20.0 million, an opinion as to the
                  fairness to the Holders of such Affiliate Transaction from a
                  financial point of view issued by an accounting, appraisal or
                  investment banking firm of national standing.

         (b) The following items will not be deemed to be Affiliate Transactions
and, therefore, will not be subject to the provisions of Section 4.1l(a):

                  (1) any consulting or employment agreement or arrangement
         entered into by the Company or any of its Restricted Subsidiaries that
         is either approved by a majority of the disinterested members of the
         Board of Directors of the Company or entered into in the ordinary
         course of business;

                  (2) transactions between or among the Company and/or its
         Restricted Subsidiaries;

                  (3) transactions with a Person that is an Affiliate of the
         Company solely because the Company owns an Equity Interest in, or
         controls, such Person;

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                  (4) payment of reasonable directors fees to directors of the
         Company and any direct or indirect parent of the Company and other
         reasonable fees, compensation, benefits and indemnities paid or entered
         into by the Company or its Restricted Subsidiaries to or with the
         officers and directors of the Company, any direct or indirect parent of
         the Company and any Restricted Subsidiary of the Company;

                  (5) sales, grants, awards or issuances of Equity Interests
         (other than Disqualified Stock), including the exercise of options and
         warrants, to Affiliates, officers, directors or employees of the
         Company or any contribution to the common equity capital of the Company
         by Affiliates of the Company;

                  (6) Permitted Tax Distributions and related agreements to the
         extent that they provide for Permitted Tax Distributions;

                  (7) Restricted Payments and Permitted Investments that are not
         prohibited by Section 4.07 hereof;

                  (8) transactions effected as part of a Qualified Receivables
         Transaction that are not prohibited by Section 4.09 hereof;

                  (9) transactions with a joint venture engaged in a Permitted
         Business; provided that all of the outstanding ownership interests of
         such joint venture are owned only by the Company, its Restricted
         Subsidiaries and Persons who are not Affiliates of the Company;

                  (10) any transactions contemplated by, and effected in
         connection with, the Transactions and described in the Offering
         Circular;

                  (11) the payment (directly or through any direct or indirect
         parent of the Company) of annual management, consulting, monitoring and
         advising fees and related expenses to the Equity Sponsor and its
         Affiliates pursuant to the Management Agreement; and

                  (12) payments by the Company or any of its Restricted
         Subsidiaries to the Equity Sponsor and its Affiliates for any financial
         advisory, financing, underwriting or placement services or in respect
         of other investment banking activities, including in connection with
         acquisitions or divestitures, which payments are approved by the
         majority of the Board of Directors of the Company in good faith and are
         in an amount not to exceed the greater of (i) $1.O million or (ii)
         1.25% of the aggregate transaction value (including enterprise value in
         connection with acquisitions or divestitures) (or portion thereof) in
         respect of which such services are rendered.

Section 4.12 Liens.

         The Company will not, and will not permit any of its Restricted
Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or
become effective any Lien of any kind (other than Permitted Liens) securing
Indebtedness upon any of their property or assets, now owned or hereafter
acquired, unless all payments due under this Indenture, the Notes and the Note
Guarantees are secured on an equal and ratable basis with the obligations so
secured until such time as such obligations are no longer secured by a Lien.

Section 4.13 Business Activities.

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         The Company will not, and will not permit any Restricted Subsidiary to,
engage in any business other than Permitted Businesses, except to such extent as
would not be material to the Company and its Restricted Subsidiaries taken as a
whole.

Section 4.14 Corporate Existence.

         Subject to Article 5 and Section 11.05 hereof, the Company shall do or
cause to be done all things necessary to preserve and keep in full force and
effect:

                  (1) its corporate existence, and the corporate, partnership or
         other existence of each of its Subsidiaries, in accordance with the
         respective organizational documents (as the same may be amended from
         time to time) of the Company or any such Subsidiary; and

                  (2) the rights (charter and statutory), licenses and
         franchises of the Company and its Subsidiaries; provided, however, that
         the Company shall not be required to preserve any such right, license
         or franchise, or the corporate, partnership or other existence of any
         of its Subsidiaries, if the Board of Directors of the Company shall
         determine that the preservation thereof is no longer desirable in the
         conduct of the business of the Company and its Subsidiaries, taken as a
         whole, and that the loss thereof is not adverse in any material respect
         to the Holders of the Notes, or that such preservation is not necessary
         in connection with any transaction not prohibited by this Indenture;
         provided, further, however, that a determination of the Board of
         Directors of the Company shall not be required in the event of a merger
         or consolidation, or sale of all or substantially all of the assets, of
         one or more Restricted Subsidiaries of the Company with or into or to
         another Restricted Subsidiary of the Company organized under the laws
         of the United States or a state thereof or the District of Columbia, in
         accordance with the terms of this Indenture;

provided, however, that this Section 4.14 shall not prohibit the merger of THL
Bedding Company and Simmons Company with and into Simmons Holdings, Inc., with
Simmons Holdings, Inc. to continue as the surviving corporation and to be
renamed Simmons Company.

Section 4.15 Offer to Repurchase Upon Change of Control.

         (a) If a Change of Control occurs and the Company does not at such time
exercise its option, if available, to redeem the Notes pursuant to Section 3.07
hereof, the Company will make an offer (a "Change of Control Offer") to each
Holder to repurchase all or any part (equal to $1,000 or an integral multiple of
$1,000) of each Holder's Notes at a purchase price equal to 101% of the
aggregate principal amount thereof plus accrued and unpaid interest and Special
Interest, if any, on the Notes repurchased, if any, to the date of repurchase
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date) (the "Change of
Control Payment"). Within 30 days following any Change of Control, the Company
will mail a notice to each Holder describing the transaction or transactions
that constitute the Change of Control and stating:

                  (1) that the Change of Control Offer is being made pursuant to
         this Section 4.15 and that all Notes tendered will be accepted for
         payment;

                  (2) the Change of Control Payment and the purchase date, which
         shall be no earlier than 30 days and no later than 60 days from the
         date such notice is mailed (the "Change of Control Payment Date");

                  (3) that any Note not tendered or accepted for payment will
         continue to accrue interest;

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                  (4) that, unless the Company defaults in the payment of the
         Change of Control Payment, all Notes accepted for payment pursuant to
         the Change of Control Offer will cease to accrue interest and Special
         Interest, if any, after the Change of Control Payment Date;

                  (5) that Holders electing to have Notes purchased pursuant to
         the Change of Control Offer may elect to have Notes purchased in
         integral multiples of $1,000 only;

                  (6) that Holders electing to have Notes purchased pursuant to
         the Change of Control Offer will be required to surrender the Notes,
         with the form entitled "Option of Holder to Elect Purchase" attached to
         the Notes completed, or transferred by book-entry transfer, to the
         Company, a Depositary, if appointed by the Company, or a Paying Agent
         at the address specified in the notice prior to the close of business
         on the third Business Day preceding the Change of Control Payment Date;

                  (7) that Holders will be entitled to withdraw their election
         if the Company, a Depositary, if appointed by the Company, or a Paying
         Agent, as the case may be, receives, not later than the close of
         business on the second Business Day preceding the Change of Control
         Payment Date, a telegram, telex, facsimile transmission or letter
         setting forth the name of the Holder, the principal amount of Notes
         delivered for purchase and a statement that such Holder is withdrawing
         his election to have the Notes purchased; and

                  (8) that Holders whose Notes are being purchased only in part
         will be issued new Notes equal in principal amount to the unpurchased
         portion of the Notes surrendered, which unpurchased portion must be
         equal to $1,000 in principal amount or an integral multiple thereof.

         The Company will comply with the requirements of Section 14(e) of, and
Rule 14e-1 under, the Exchange Act and any other securities laws and regulations
thereunder to the extent those laws and regulations are applicable in connection
with the repurchase of the Notes as a result of a Change of Control. To the
extent that the provisions of any securities laws or regulations conflict with
the provisions of this Sections 4.15, the Company will comply with the
applicable securities laws and regulations and will not be deemed to have
breached its obligations under this Section 4.15 by virtue of such conflict.

         (b) On the Change of Control Payment Date, the Company will, to the
extent lawful:

                  (1) accept for payment all Notes or portions of Notes properly
         tendered and not withdrawn pursuant to the Change of Control Offer;

                  (2) deposit with the Paying Agent an amount equal to the
         Change of Control Payment in respect of all Notes or portions of Notes
         properly tendered and not withdrawn; and

                  (3) deliver or cause to be delivered to the Trustee the Notes
         properly accepted together with an Officers' Certificate stating the
         aggregate principal amount of Notes or portions of Notes being
         purchased by the Company.

         The Paying Agent will promptly mail or deliver to each Holder of Notes
properly tendered and not withdrawn the Change of Control Payment for such
Notes, and the Trustee will promptly authenticate and mail or deliver (or cause
to be transferred by book-entry) to each Holder a new Note equal in principal
amount to any unpurchased portion of the Notes surrendered, if any; provided
that each new Note will be in a principal amount of $1,000 or an integral
multiple thereof. The Company will publicly

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announce the results of the Change of Control Offer on or as soon as practicable
after the Change of Control Payment Date.

         In the event that at the time of the Change of Control the terms of any
agreement governing Senior Debt of the Company or its Subsidiaries restrict or
prohibit the repurchase of Notes pursuant to this Section 4.15, then prior to
the mailing of notice to Holders of Notes provided for above, but in any event
within 90 days following a Change of Control, the Company will either (1) repay
all outstanding Senior Debt or offer to repay all such Senior Debt and repay the
Indebtedness of each lender who has accepted the offer or (2) obtain the
requisite consents, if any, under all agreements governing outstanding Senior
Debt to permit the repurchase of Notes required by this Section 4.15.

         (c) Notwithstanding anything to the contrary in this Section 4.15, the
Company will not be required to make a Change of Control Offer upon a Change of
Control if a third party makes the Change of Control Offer in the manner, at the
times and otherwise in compliance with the requirements set forth in this
Section 4.15 and purchases all Notes properly tendered and not withdrawn under
the Change of Control Offer. A Change of Control Offer may be made in advance of
a Change of Control, conditional upon such Change of Control, if a definitive
agreement is in place for the Change of Control at the time of making of the
Change of Control Offer. Notes repurchased pursuant to a Change of Control Offer
will be retired and cancelled.

Section 4.16 No Layering of Debt.

         The Company will not incur, create, issue, assume, Guarantee or
otherwise become liable for any Indebtedness that is contractually subordinate
or junior in right of payment to any Senior Debt of the Company and senior in
right of payment to the Notes. No Guarantor will incur, create, issue, assume,
Guarantee or otherwise become liable for any Indebtedness that is contractually
subordinate or junior in right of payment to the Senior Debt of such Guarantor
and senior in right of payment to such Guarantor's Note Guarantee. No such
Indebtedness will be considered to be senior by virtue of being secured on a
first or junior priority basis.

Section 4.17 Future Subsidiary Guarantees.

         If the Company or any of its Restricted Subsidiaries acquires or
creates another Domestic Subsidiary or if any Restricted Subsidiary becomes a
Domestic Subsidiary after the date of this Indenture and such Domestic
Subsidiary either Guarantees or incurs any Indebtedness (other than intercompany
Indebtedness), then that newly acquired or created Domestic Subsidiary will
become a Guarantor and execute a supplemental indenture and deliver an Opinion
of Counsel satisfactory to the Trustee within 20 Business Days of the date on
which it was acquired or created or became a Domestic Subsidiary, provided,
however, that all Subsidiaries that have properly been designated as
Unrestricted Subsidiaries or Receivables Subsidiaries in accordance with this
Indenture for so long as they continue to constitute Unrestricted Subsidiaries
or Receivables Subsidiaries, as applicable, will not have to comply with the
requirements of this Section 4.17. Each Note Guarantee will be limited to an
amount not to exceed the maximum amount that can be guaranteed by that Domestic
Subsidiary without rendering the Note Guarantee, as it relates to such Domestic
Subsidiary, void or voidable under applicable law relating to fraudulent
conveyance or fraudulent transfer or similar laws affecting the rights of
creditors generally. The form of such Note Guarantee and supplemental indenture
are attached as Exhibits E and F hereto, respectively.

Section 4.18 Designation of Restricted and Unrestricted Subsidiaries.

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         The Board of Directors of the Company may designate any Restricted
Subsidiary to be an Unrestricted Subsidiary if that designation would not cause
a Default. If a Restricted Subsidiary is designated as an Unrestricted
Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned
by the Company and its Restricted Subsidiaries in the Subsidiary properly
designated (after giving effect to any sale of Equity Interests of such
Subsidiary in connection with such designation) will be deemed to be an
Investment made as of the time of the designation and will reduce the amount
available for Restricted Payments under Section 4.07(a) hereof or Permitted
Investments, as determined by the Company. That designation will only be
permitted if the Investment would be permitted at that time and if the
Restricted Subsidiary otherwise meets the definition of an Unrestricted
Subsidiary. In addition, no such designation may be made unless the proposed
Unrestricted Subsidiary does not own any Capital Stock in any Restricted
Subsidiary that is not simultaneously subject to designation as an Unrestricted
Subsidiary. The Board of Directors of the Company may redesignate any
Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation would
not cause a Default.

                                   ARTICLE 5.
                                   SUCCESSORS

Section 5.01 Merger, Consolidation, or Sale of Assets.

         The Company shall not, directly or indirectly, (i) consolidate or merge
with or into another Person (whether or not the Company is the surviving
corporation); or (ii) sell, assign, transfer, convey or otherwise dispose of all
or substantially all of the properties or assets of the Company and its
Restricted Subsidiaries, taken as a whole, in one or more related transactions,
to another Person; unless:

                  (1) either:

                           (A) the Company is the surviving corporation,
                  partnership or limited liability company; or

                           (B) the Person formed by or surviving any such
                  consolidation or merger (if other than the Company) or to
                  which such sale, assignment, transfer, conveyance or other
                  disposition has been made is either (i)a corporation organized
                  or existing under the laws of the United States, any state of
                  the United States or the District of Columbia or (ii) a
                  partnership or limited liability company organized or existing
                  under the laws of the United States, any state thereof or the
                  District of Columbia that has at least one Restricted
                  Subsidiary that is a corporation organized or existing under
                  the laws of the United Sates, any state thereof or the
                  District of Columbia, which corporation becomes a co-issuer of
                  the Notes pursuant to a supplemental indenture duly and
                  validly executed by the Trustee;

                  (2) the Person formed by or surviving any such consolidation
         or merger (if other than the Company) or the Person to which such sale,
         assignment, transfer, conveyance or other disposition has been made
         assumes all of the obligations of the Company under the Notes, this
         Indenture and the Registration Rights Agreement;

                  (3) immediately after such transaction and any related
         financing transactions, no Default or Event of Default exists; and

                  (4) the Company or the Person formed by or surviving any such
         consolidation or merger (if other than the Company), or to which such
         sale, assignment, transfer, conveyance or other disposition has been
         made would, on the date of such transaction after giving pro forma
         effect

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<PAGE>

         thereto and any related financing transactions as if the same had
         occurred at the beginning of the applicable four-quarter period:

                           (A) be permitted to incur at least $1.00 of
                  additional Indebtedness pursuant to the Fixed Charge Coverage
                  Ratio test set forth in Section 4.09(a) hereof; or

                           (B) have a Fixed Charge Coverage Ratio that is
                  greater than the actual Fixed Charge Coverage Ratio of the
                  Company immediately prior to such transaction.

         Notwithstanding clauses (3) and (4) of this Section 5.01, the Company
may merge or consolidate with a Restricted Subsidiary incorporated solely for
the purpose of organizing the Company in another jurisdiction.

         In addition, the Company will not, directly or indirectly, lease all or
substantially all of its properties or assets, in one or more related
transactions, to any other Person. This Section 5.01 will not apply to:

                  (1) a sale, assignment, transfer, conveyance or other
         disposition of assets between or among the Company and any of its
         Restricted Subsidiaries; or

                  (2) the mergers contemplated in connection with the
         Transactions.

Section 5.02 Successor Corporation Substituted.

         Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of the Company in a transaction that is subject to, and that complies with the
provisions of, Section 5.01 hereof, the successor corporation formed by such
consolidation or into or with which the Company is merged or to which such sale,
assignment, transfer, lease, conveyance or other disposition is made shall
succeed to, and be substituted for (so that from and after the date of such
consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of this Indenture referring to the "Company" shall refer instead to
the successor corporation and not to the Company), and may exercise every right
and power of the Company under this Indenture with the same effect as if such
successor Person had been named as the Company herein; provided, however, that
the predecessor Company shall not be relieved from the obligation to pay the
principal of and interest, including Special Interest, if any, on the Notes
except in the case of a sale of all of the Company's assets in a transaction
that is subject to, and that complies with the provisions of, Section 5.01
hereof.

                                   ARTICLE 6.
                             DEFAULTS AND REMEDIES

Section 6.01 Events of Default.

         Each of the following is an "Event Of Default":

                  (1) the Company defaults for 30 days in the payment when due
         of interest on, or Special Interest with respect to, the Notes, whether
         or not prohibited by the subordination provisions of this Indenture;

                  (2) the Company defaults in the payment when due (at maturity,
         upon redemption or otherwise) of the principal of, or premium, if any,
         on, the Notes, including in connection with an

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<PAGE>

         Asset Sale Offer or a Change of Control Offer, whether or not
         prohibited by the subordination provisions of this Indenture;

                  (3) the Company or any of its Restricted Subsidiaries fails to
         comply with the provisions of Section 5.01 hereof;

                  (4) the Company or any of its Restricted Subsidiaries fails to
         comply for 30 days after written notice referred to in Section 6.02
         hereof (specifying the default and demanding that the same be remedied)
         with any obligations under Sections 4.10 and 4.15 hereof (in each case,
         other than a failure to purchase the Notes, which is covered by clause
         (2) of this Section 6.01) and Sections 4.07 and 4.09 hereof;

                  (5) the Company or any of its Restricted Subsidiaries fails to
         comply with any other agreement in this Indenture, the Notes or the
         Note Guarantees for 60 days after written notice referred to in Section
         6.02 hereof (specifying the default and demanding that the same be
         remedied);

                  (6) a default occurs under any mortgage, indenture or
         instrument under which there may be issued or by which there may be
         secured or evidenced any Indebtedness for money borrowed by the
         Company, any of its Significant Subsidiaries or any group of Restricted
         Subsidiaries that, taken together, would constitute a Significant
         Subsidiary (or the payment of which is guaranteed by the Company, any
         of its Significant Subsidiaries or any group of Restricted Subsidiaries
         that, taken together, would constitute a Significant Subsidiary),
         whether such Indebtedness or Guarantee now exists, or is created after
         the date of this Indenture, if that default:

                           (A) is caused by a failure to pay principal of such
                  Indebtedness at its final stated maturity within any
                  applicable grace period provided in such Indebtedness (a
                  "Payment Default"); or

                           (B) results in the acceleration of such Indebtedness
                  prior to its stated maturity,

                  and, in each case, the principal amount of any such
                  Indebtedness, together with the principal amount of any other
                  such Indebtedness contemplated by clause (A) or (B) above,
                  aggregates $20.0 million or more and such default continues
                  for 10 days after receipt of written notice referred to in
                  Section 6.02 hereof (specifying the default and demanding that
                  the same be remedied);

                  (7) failure by the Company, any of its Significant
         Subsidiaries or any group of Restricted Subsidiaries of the Company
         that, taken together, would constitute a Significant Subsidiary, to pay
         final judgments for 10 days after the receipt of written notice
         referred to in Section 6.02 hereof (specifying the default and
         demanding that the same be remedied) aggregating in excess of $20.0
         million (net of any amounts covered by insurance or pursuant to which
         the Company is indemnified or pursuant to which the Company is
         indemnified to the extent that the third party under such agreement
         honors its obligations thereunder), which judgments are not paid,
         discharged or stayed for a period of 60 days after such judgments have
         become final and non-appealable and, in the event such judgment is
         covered by insurance, an enforcement proceeding has been commenced by
         any creditor upon such judgment or decree that is nor promptly stayed;

                  (8) the Company, any of its Significant Subsidiaries or any
         group of Restricted Subsidiaries of the Company that, taken together,
         would constitute a Significant Subsidiary pursuant to or within the
         meaning of any Bankruptcy Law:

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<PAGE>

                           (A) commences a voluntary case,

                           (B) consents to the entry of an order for relief
                  against it in an involuntary case,

                           (C) consents to the appointment of a custodian of it
                  or for all or substantially all of its property,

                           (D) makes a general assignment for the benefit of its
                  creditors, or

                           (E) generally is not paying its debts as they become
                  due;

                  (9) a court of competent jurisdiction enters an order or
         decree under any Bankruptcy Law that:

                           (A) is for relief against the Company, any of its
                  Significant Subsidiaries or any group of Restricted
                  Subsidiaries of the Company that, taken together, would
                  constitute a Significant Subsidiary in an involuntary case;

                           (B) appoints a custodian of the Company, any of its
                  Significant Subsidiaries or any group of Restricted
                  Subsidiaries of the Company that, taken together, would
                  constitute a Significant Subsidiary or for all or
                  substantially all of the property of the Company, any of its
                  Significant Subsidiaries or any group of Restricted
                  Subsidiaries of the Company that, taken together, would
                  constitute a Significant Subsidiary; or

                           (C) orders the liquidation of the Company, any of its
                  Significant Subsidiaries or any group of Restricted
                  Subsidiaries of the Company that, taken together, would
                  constitute a Significant Subsidiary;

                  and the order or decree remains unstayed and in effect for 60
                  consecutive days;

                  (10) except as permitted by this Indenture, any Note Guarantee
         of a Guarantor that is a Significant Subsidiary or the Note Guarantees
         of any group of Guarantors that, taken together, would constitute a
         Significant Subsidiary is held in any judicial proceeding to be
         unenforceable or invalid or shall cease for any reason to be in full
         force and effect or any Guarantor that is a Significant Subsidiary, any
         group of Guarantors that, taken together, would constitute a
         Significant Subsidiary, or any Person acting on behalf of any such
         Guarantor or group, shall deny or disaffirm its obligations under its
         Note Guarantee and such default continues for 10 days after the receipt
         of notice referred to in Section 6.02 hereof; or

                  (11) the mergers described in the Offering Circular under the
         heading "Offering Circular Summary - The Transactions" fail to take
         place by 5:00 p.m. Eastern Time on December 22, 2003.

Section 6.02 Acceleration.

         In the case of an Event of Default specified in clause (8) or (9) of
Section 6.01 hereof, with respect to the Company, any of its Significant
Subsidiaries or any group of Restricted Subsidiaries of the Company that, taken
together, would constitute a Significant Subsidiary, all outstanding Notes will
become due and payable immediately without further action or notice. If any
other Event of Default occurs and is continuing, the Trustee or the Holders of
at least 25% in aggregate principal amount of the then outstanding Notes may
declare all the Notes to be due and payable immediately by notice in writing

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to the Company specifying the Event of Default; provided that so long as any
Indebtedness permitted to be incurred pursuant to the Credit Agreement is
outstanding, such acceleration will not be effective until the earlier of (1)
the acceleration of such Indebtedness under the Credit Agreement or (2) five
Business Days after receipt by the Company of written notice of such
acceleration. A default under clauses (4), (5), (6), (7) or (10) of Section
6.01(a) hereof will not constitute an Event of Default until the Trustee
notifies the Company or the Holders of at least 25% in aggregate principal
amount of the then outstanding Notes notify the Company and the Trustee of the
default and the Company or its Subsidiary, as applicable, does not cure such
default within the time specified in clauses (4), (5), (6), (7) or (10) of
Section 6.01 hereof after receipt of such notice.

         The Holders of a majority in aggregate principal amount of the then
outstanding Notes by written notice to the Trustee may, on behalf of all of the
Holders, waive any existing Default or Event of Default and its consequences if
the rescission would not conflict with any judgment or decree and if all
existing Events of Default (except nonpayment of principal, interest or premium
or Special Interest, if any, that has become due solely because of the
acceleration) have been cured or waived.

Section 6.03 Other Remedies.

         If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy to collect the payment of principal, premium and Special
Interest, if any, and interest on the Notes or to enforce the performance of any
provision of the Notes or this Indenture.

         The Trustee may maintain a proceeding even if it does not possess any
of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder of a Note in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

Section 6.04 Waiver of Past Defaults.

         Holders of not less than a majority in aggregate principal amount of
the then outstanding Notes by notice to the Trustee may on behalf of the Holders
of all of the Notes waive an existing Default or Event of Default and its
consequences under this Indenture, except a continuing Default or Event of
Default in the payment of the principal of, premium and Special Interest, if
any, or interest on, the Notes (including in connection with an offer to
purchase); provided, however, that the Holders of a majority in aggregate
principal amount of the then outstanding Notes may rescind an acceleration and
its consequences, including any related payment default that resulted from such
acceleration. Upon any such waiver, such Default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured for every
purpose of this Indenture, but no such waiver shall extend to any subsequent or
other Default or impair any right consequent thereon.

Section 6.05 Control by Majority.

         Holders of a majority in principal aggregate amount of the then
outstanding Notes may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any
trust or power conferred on it. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture that the Trustee determines
may be unduly prejudicial to the rights of other Holders of Notes or that may
involve the Trustee in personal liability.

Section 6.06 Limitation on Suits.

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         A Holder may pursue a remedy with respect to this Indenture or the
Notes only if:

                  (1) such Holder gives to the Trustee written notice that an
         Event of Default is continuing;

                  (2) Holders of at least 25% in aggregate principal amount of
         the then outstanding Notes make a written request to the Trustee to
         pursue the remedy;

                  (3) such Holder or Holders offer and, if requested, provide to
         the Trustee indemnity satisfactory to the Trustee against any loss,
         liability or expense;

                  (4) the Trustee does not comply with the request within 60
         days after receipt of the request and the offer and, if requested, the
         provision of indemnity; and

                  (5) during such 60-day period the Holders of a majority in
         aggregate principal amount of the then outstanding Notes do not give
         the Trustee a direction inconsistent with the request.

         A Holder of a Note may not use this Indenture to prejudice the rights
of another Holder of a Note or to obtain a preference or priority over another
Holder of a Note.

Section 6.07 Rights of Holders of Notes to Receive Payment.

         Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal, premium and Special Interest,
if any, and interest on the Note, on or after the respective due dates expressed
in the Note (including in connection with an offer to purchase), or to bring
suit for the enforcement of any such payment on or after such respective dates,
shall not be impaired or affected without the consent of such Holder.

Section 6.08 Collection Suit by Trustee.

         If an Event of Default specified in Section 6.01(1) or (2) hereof
occurs and is continuing, the Trustee is authorized to recover judgment in its
own name and as trustee of an express trust against the Company for the whole
amount of principal of, premium and Special Interest, if any, and interest
remaining unpaid on, the Notes and interest on overdue principal and, to the
extent lawful, interest and such further amount as shall be sufficient to cover
the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.

Section 6.09 Trustee May File Proofs of Claim.

         The Trustee is authorized to file such proofs of claim and other papers
or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), its creditors or its property and shall
be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims, and any custodian in any
such judicial proceeding is hereby authorized by each Holder to make such
payments to the Trustee, and in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due to it for the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 7.07 hereof. To the extent that the payment of any such
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07 hereof out
of the estate in any such proceeding, shall be denied for any reason, payment of
the same shall be

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secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10 Priorities.

         If the Trustee collects any money or property pursuant to this Article
6, it shall pay out the money or property in the following order:

                  First:   to the Trustee, its agents and attorneys for amounts
         due under Section 7.07 hereof, including payment of all compensation,
         expenses and liabilities incurred, and all advances made, by the
         Trustee and the costs and expenses of collection;

                  Second:  to Holders of Notes for amounts due and unpaid on the
         Notes for principal, premium and Special Interest, if any, and
         interest, ratably, without preference or priority of any kind,
         according to the amounts due and payable on the Notes for principal,
         premium and Special Interest, if any, and interest, respectively; and

                  Third:   to the Company or to such party as a court of
         competent jurisdiction shall direct.

         The Trustee may fix a record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.10.

Section 6.11 Undertaking for Costs.

         In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party
litigant. This Section 6.11 does not apply to a suit by the Trustee, a suit by
the Company, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a
suit by Holders of more than 10% in principal amount of the then outstanding
Notes.

                                   ARTICLE 7.
                                     TRUSTEE

Section 7.01 Duties of Trustee.

         (a) If an Event of Default has occurred and is continuing, the Trustee
will exercise such of the rights and powers vested in it by this Indenture, and
use the same degree of care and skill in its exercise, as a prudent person would
exercise or use under the circumstances in the conduct of such Person's own
affairs.

         (b) Except during the continuance of an Event of Default:

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                  (1) the duties of the Trustee will be determined solely by the
         express provisions of this Indenture and the Trustee need perform only
         those duties that are specifically set forth in this Indenture and no
         others, and no implied covenants or obligations shall be read into this
         Indenture against the Trustee; and

                  (2) in the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture. However, the Trustee will examine the certificates and
         opinions to determine whether or not they conform to the requirements
         of this Indenture.

         (c) The Trustee may not be relieved from liabilities for its own
negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

                  (1) this paragraph does not limit the effect of paragraph (b)
         of this Section 7.01;

                  (2) the Trustee will not be liable for any error of judgment
         made in good faith by a Responsible Officer, unless it is proved that
         the Trustee was negligent in ascertaining the pertinent facts; and

                  (3) the Trustee will not be liable with respect to any action
         it takes or omits to take in good faith in accordance with a direction
         received by it pursuant to Section 6.05 hereof.

         (d) Whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b), and (c) of this Section 7.01.

         (e) No provision of this Indenture will require the Trustee to expend
or risk its own funds or incur any liability. The Trustee will be under no
obligation to exercise any of its rights and powers under this Indenture at the
request of any Holders, unless such Holder has offered to the Trustee security
and indemnity satisfactory to it against any loss, liability or expense.

         (f) The Trustee will not be liable for interest on any money received
by it except as the Trustee may agree in writing with the Company. Money held in
trust by the Trustee need not be segregated from other funds except to the
extent required by law.

Section 7.02 Rights of Trustee.

         (a) The Trustee may conclusively rely upon any document believed by it
to be genuine and to have been signed or presented by the proper Person. The
Trustee need not investigate any fact or matter stated in the document.

         (b) Before the Trustee acts or refrains from acting, it may require an
Officers' Certificate or an Opinion of Counsel or both. The Trustee will not be
liable for any action it takes or omits to take in good faith in reliance on
such officers' Certificate or Opinion of Counsel. The Trustee may consult with
counsel and the Written advice of such counsel or any Opinion of Counsel will
be full and complete authorization and protection from liability in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
reliance thereon.

         (c) The Trustee may act through its attorneys and agents and will not
be responsible for the misconduct or negligence of any agent (other than an
agent who is an employee of the Trustee) appointed with due care.

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         (d) The Trustee will not be liable for any action it takes or omits to
take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture.

         (e) Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Company will be sufficient if
signed by an Officer of the Company.

         (f) The Trustee will be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Holders unless such Holders have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities that might be
incurred by it in compliance with such request or direction.

Section 7.03 Individual Rights of Trustee.

         The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may otherwise deal with the Company or any
Affiliate of the Company with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to the SEC for
permission to continue as Trustee (if this Indenture has been qualified under
the TIA) or resign. Any Agent may do the same with like rights and duties. The
Trustee is also subject to Sections 7.10 and 7.11 hereof.

Section 7.04 Trustee's Disclaimer.

         The Trustee will not be responsible for and makes no representation as
to the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company's use of the proceeds from the Notes or any money
paid to the Company or upon the Company's direction under any provision of this
Indenture, it will not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it will not be
responsible for any statement or recital herein or any statement in the Notes or
any other document in connection with the sale of the Notes or pursuant to this
Indenture other than its certificate of authentication.

Section 7.05 Notice of Defaults.

         If a Default or Event of Default occurs and is continuing and if it is
known to the Trustee, the Trustee will mail to Holders of Notes a notice of the
Default or Event of Default within 90 days after it occurs. Except in the case
of a Default or Event of Default in payment of principal of, premium or Special
Interest, if any, or interest on, any Note, the Trustee may withhold the notice
if and so long as a committee of its Responsible Officers in good faith
determines that withholding the notice is in the interests of the Holders of the
Notes.

Section 7.06 Reports by Trustee to Holders of the Notes.

         (a) Within 60 days after each July 15 beginning with the July 15
following the date of this Indenture, and for so long as Notes remain
outstanding, the Trustee will mail to the Holders of the Notes a brief report
dated as of such reporting date that complies with TIA Section 313(a) (but if no
event described in TIA Section 313(a) has occurred within the twelve months
preceding the reporting date, no report need be transmitted). The Trustee also
will comply with TIA Section 313(b)(2). The Trustee will also transmit by mail
all reports as required by TIA Section 313(c).

         (b) A copy of each report at the time of its mailing to the Holders of
Notes will be mailed by the Trustee to the Company and filed by the Trustee with
the SEC and each stock exchange on which the

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Notes are listed in accordance with TIA Section 313(d). The Company will
promptly notify the Trustee when the Notes are listed on any stock exchange.

Section 7.07 Compensation and Indemnity.

         (a) The Company will pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder. The
Trustee's compensation will not be limited by any law on compensation of a
trustee of an express trust. The Company will reimburse the Trustee promptly
upon request for all reasonable disbursements, advances and expenses incurred or
made by it in addition to the compensation for its services. Such expenses will
include the reasonable compensation, disbursements and expenses of the Trustee's
agents and counsel.

         (b) The Company and the Guarantors will indemnify the Trustee against
any and all losses, liabilities or expenses incurred by it arising out of or in
connection with the acceptance or administration of its duties under this
Indenture, including the costs and expenses of enforcing this Indenture against
the Company and the Guarantors (including this Section 7.07) and defending
itself against any claim (whether asserted by the Company, the Guarantors, any
Holder or any other Person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder, except to the extent any
such loss, liability or expense may be attributable to its negligence, willful
misconduct or bad faith. The Trustee will notify the Company promptly of any
claim for which it may seek indemnity. Failure by the Trustee to so notify the
Company will not relieve the Company or any of the Guarantors of their
obligations under this Section 7.07. The Company or such Guarantor will defend
the claim and the Trustee will cooperate in the defense. The Trustee may have
separate counsel and the Company will pay the reasonable fees and expenses of
such counsel. Neither the Company nor any Guarantor need pay for any settlement
made without its consent, which consent will not be unreasonably withheld.

         (c) The obligations of the Company and the Guarantors under this
Section 7.07 will survive the satisfaction and discharge of this Indenture.

         (d) To secure the Company's and the Guarantors' payment obligations in
this Section 7.07, the Trustee will have a Lien prior to the Notes on all money
or property held or collected by the Trustee, except that held in trust to pay
principal and interest on particular Notes. Such Lien will survive the
satisfaction and discharge of this Indenture.

         (e) When the Trustee incurs expenses or renders services after an Event
of Default specified in Section 6.01(8) or (9) hereof occurs, the expenses and
the compensation for the services (including the fees and expenses of its agents
and counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

         (f) The Trustee will comply with the provisions of TIA Section
313(b)(2) to the extent applicable.

Section 7.08 Replacement of Trustee.

         (a) A resignation or removal of the Trustee and appointment of a
successor Trustee will become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section 7.08.

         (b) The Trustee may resign in writing at any time upon 30 days prior
written notice to the Company and be discharged from the trust hereby created by
so notifying the Company. The Holders of a majority in aggregate principal
amount of the then outstanding Notes may remove the Trustee by so notifying the
Trustee and the Company in writing. The Company may remove the Trustee if:

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                  (1) the Trustee fails to comply with Section 7.10 hereof;

                  (2) the Trustee is adjudged a bankrupt or an insolvent or an
         order for relief is entered with respect to the Trustee under any
         Bankruptcy Law;

                  (3) a custodian or public officer takes charge of the Trustee
         or its property; or

                  (4) the Trustee becomes incapable of acting.

         (c) If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company will promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in aggregate principal amount of the then outstanding Notes may
appoint a successor Trustee to replace the successor Trustee appointed by the
Company.

         (d) If a successor Trustee does not take office within 60 days after
the retiring Trustee resigns or is removed, the retiring Trustee, the Company,
or the Holders of at least 10% in aggregate principal amount of the then
outstanding Notes may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

         (e) If the Trustee, after written request by any Holder who has been a
Holder for at least six months, fails to comply with Section 7.10 hereof, such
Holder may petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee.

         (f) A successor Trustee will deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee will become effective, and the
successor Trustee will have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee will mail a notice of its succession
to Holders. The retiring Trustee will promptly transfer all property held by it
as Trustee to the successor Trustee, provided all sums owing to the Trustee
hereunder have been paid and subject to the Lien provided for in Section 7.07
hereof. Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Company's obligations under Section 7.07 hereof will continue for the
benefit of the retiring Trustee.

Section 7.09 Successor Trustee by Merger, etc.

         If the Trustee consolidates, merges or converts into, or transfers all
or substantially all of its corporate trust business to, another corporation,
the successor corporation without any further act will be the successor Trustee.

Section 7.10 Eligibility; Disqualification.

         There will at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $100.0
million as set forth in its most recent published annual report of condition.

         This Indenture will always have a Trustee who satisfies the
requirements of TIA Section 310(a)(l), (2) and (5). The Trustee is subject to
TIA Section 310(b).

Section 7.11 Preferential Collection of Claims Against Company.

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         The Trustee is subject to TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

         The Company may, at the option of its Board of Directors evidenced by a
Board Resolution set forth in an Officers' Certificate, at any time, elect to
have either Section 8.02 or 8.03 hereof be applied to all outstanding Notes and
Note Guarantees upon compliance with the conditions set forth below in this
Article 8.

Section 8.02 Legal Defeasance and Discharge.

         Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company and each of the Guarantors will,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
be deemed to have been discharged from their obligations with respect to all
outstanding Notes (including the Note Guarantees) on the date the conditions set
forth below are satisfied (hereinafter, "Legal Defeasance"). For this purpose,
Legal Defeasance means that the Company and the Guarantors will be deemed to
have paid and discharged the entire Indebtedness represented by the outstanding
Notes (including the Note Guarantees), which will thereafter be deemed to be
"outstanding" only for the purposes of Section 8.05 hereof and the other
Sections of this Indenture referred to in clauses (1) and (2) below, and to have
satisfied all of their other obligations under the Notes, the Note Guarantees
and this Indenture (and the Trustee, on demand of and at the expense of the
Company, shall execute proper instruments acknowledging the same), except for
the following provisions which will survive until otherwise terminated or
discharged hereunder:

                  (1) the rights of Holders of outstanding Notes to receive
         payments in respect of the principal of, or interest or premium and
         Special Interest, if any, on, such Notes when such payments are due
         from the trust referred to in Section 8.04 hereof;

                  (2) the Company's obligations with respect to such Notes under
         Article 2 and Section 4.02 hereof;

                  (3) the rights, powers, trusts, duties and immunities of the
         Trustee hereunder and the Company's and the Guarantors' obligations in
         connection therewith; and

                  (4) this Article 8.

         If the Company exercises its Legal Defeasance option, payment of the
Notes may not be accelerated because of an Event of Default with respect to the
Notes. Subject to compliance with this Article 8, the Company may exercise its
option under this Section 8.02 notwithstanding the prior exercise of its option
under Section 8.03 hereof.

Section 8.03 Covenant Defeasance.

         Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company and each of the Guarantors will,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
be released from each of their obligations contained in:

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                  (1) Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15,
         4.16, 4.17, and 4.18 hereof;

                  (2) the operation of the default provisions specified in
         clauses (4), (5), (6), (7) and, with respect to Significant
         Subsidiaries or any group of Restricted Subsidiaries that, taken
         together, would constitute a Significant Subsidiary only, clauses (8)
         and (9) of Section 6.01 hereof; and

                  (3) clause (4) of Section 5.01 hereof

with respect to the outstanding Notes on and after the date the conditions set
forth in Section 8.04 hereof are satisfied (hereinafter, "Covenant Defeasance"),
and the Notes will thereafter be deemed not "outstanding" for the purposes of
any direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but will
continue to be deemed "outstanding" for all other purposes hereunder (it being
understood that such Notes will not be deemed outstanding for accounting
purposes). For this purpose, Covenant Defeasance means that, with respect to the
outstanding Notes and Note Guarantees, the Company and the Guarantors may omit
to comply with and will have no liability in respect of any term, condition or
limitation set forth in any such covenant, whether directly or indirectly, by
reason of any reference elsewhere herein to any such covenant or by reason of
any reference in any such covenant to any other provision herein or in any other
document, and such omission to comply will not constitute a Default or an Event
of Default under Section 6.01 hereof, but, except as specified above, the
remainder of this Indenture and such Notes and Note Guarantees will be
unaffected thereby.

         The Company may exercise its Legal Defeasance option notwithstanding
its prior exercise of its Covenant Defeasance option. If the Company exercises
its Covenant Defeasance option, payment of the Notes may not be accelerated
because of an Event of Default specified in clause (4), (5), (6), (7), (8) or
(9) (with respect to Significant Subsidiaries or a group of Restricted
Subsidiaries that, taken together, would constitute a Significant Subsidiary
only) under Section 6.01 hereof or because of the failure of the Company to
comply with clause (4) of Section 5.01 hereof.

Section 8.04 Conditions to Legal or Covenant Defeasance.

         In order to exercise either Legal Defeasance or Covenant Defeasance
under either Section 8.02 or 8.03 hereof:

                  (1) the Company must irrevocably deposit with the Trustee, in
         trust, for the benefit of the Holders, cash in U.S. dollars,
         non-callable Government Securities, or a combination thereof, in such
         amounts as will be sufficient, in the opinion of a nationally
         recognized firm of independent public accountants, to pay the principal
         of, premium and Special Interest, if any, and interest on, the
         outstanding Notes on the stated date for payment thereof or on the
         applicable redemption date, as the case may be, and the Company must
         specify whether the Notes are being defeased to maturity or to a
         particular redemption date;

                  (2) in the case of an election under Section 8.02 hereof, the
         Company must deliver to the Trustee an Opinion of Counsel reasonably
         acceptable to the Trustee confirming that:

                           (A) the Company has received from, or there has been
                  published by, the Internal Revenue Service a ruling; or

                           (B) since the date of this Indenture, there has been
                  a Change in the applicable federal income tax law,

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                  in either case to the effect that, and based thereon such
                  Opinion of Counsel shall confirm that, the Holders of the
                  outstanding Notes will not recognize income, gain or loss for
                  federal income tax purposes as a result of such Legal
                  Defeasance and will be subject to federal income tax on the
                  same amounts, in the same manner and at the same times as
                  would have been the case if such Legal Defeasance had not
                  occurred;

                  (3) in the case of an election under Section 8.03 hereof, the
         Company must deliver to the Trustee an Opinion of Counsel reasonably
         acceptable to the Trustee to the effect that the Holders of the
         outstanding Notes will not recognize income, gain or loss for federal
         income tax purposes as a result of such Covenant Defeasance and will be
         subject to federal income tax on the same amounts, in the same manner
         and at the same times as would have been the case if such Covenant
         Defeasance had not occurred;

                  (4) no Default or Event of Default shall have occurred and be
         continuing on the date of such deposit (other than a Default or Event
         of Default resulting from the borrowing of funds to be applied to such
         deposit);

                  (5) such Legal Defeasance or Covenant Defeasance will not
         result in a breach or violation of, or constitute a default under, any
         material agreement or instrument (other than this Indenture) to which
         the Company or any of its Subsidiaries is a party or by which the
         Company or any of its Subsidiaries is bound and is not prohibited by
         Article 10 hereof;

                  (6) the Company must deliver to the Trustee an Officers'
         Certificate stating that the deposit was not made by the Company with
         the intent of preferring the Holders of Notes over the other creditors
         of the Company with the intent of defeating, hindering, delaying or
         defrauding any other creditors of the Company or others; and

                  (7) the Company must deliver to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent relating to the Legal Defeasance or the Covenant Defeasance
         have been complied with.

Section 8.05 Deposited Money and Government Securities to be Held in Trust;
Other Miscellaneous Provisions.

         Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes
will be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium and Special Interest, if
any, and interest, but such money and non-callable Government Securities need
not be segregated from other funds except to the extent required by law.

         The Company will pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or non-callable Government
Securities deposited pursuant to Section 8.04 hereof or the principal and
interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

         Notwithstanding anything in this Article 8 to the contrary, the Trustee
will deliver or pay to the Company from time to time upon the request of the
Company any money or non-callable Government

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Securities held by it as provided in Section 8.04 hereof which, in the opinion
of a nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee (which may be the opinion
delivered under Section 8.04(1) hereof), are in excess of the amount thereof
that would then be required to be deposited to effect an equivalent Legal
Defeasance or Covenant Defeasance.

Section 8.06 Repayment to Company.

         The Trustee shall promptly, and in any event, no later than three
Business Days, pay to the Company after request therefor, any excess money or
non-callable Government Securities held with respect to the Notes at such time
in excess of amounts required to pay any of the Company's Obligations then owing
with respect to the Notes.

         Any money or non-callable Government Securities deposited with the
Trustee or any Paying Agent, or then held by the Company, in trust for the
payment of the principal of, premium or Special Interest, if any, or interest
on, any Note and remaining unclaimed for two years after such principal, premium
or Special Interest, if any, or interest has become due and payable shall be
paid to the Company on its request or (if then held by the Company) will be
discharged from such trust; and the Holder of such Note will thereafter be
permitted to look only to the Company for payment thereof, and all liability of
the Trustee or such Paying Agent with respect to such trust money, and all
liability of the Company as trustee thereof, will thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to make
any such repayment, may at the expense of the Company cause to be published
once, in the New York Times and The Wall Street Journal (national edition),
notice that such money remains unclaimed and that, after a date specified
therein, which will not be less than 30 days from the date of such notification
or publication, any unclaimed balance of such money then remaining will be
repaid to the Company.

Section 8.07 Reinstatement.

         If the Trustee or Paying Agent is unable to apply any U.S. dollars or
non-callable Government Securities in accordance with Section 8.02 or 8.03
hereof, as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's and the Guarantors' obligations under this
Indenture and the Notes and the Note Guarantees will be revived and reinstated
as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until
such time as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 8.02 or 8.03 hereof, as the case may be; provided,
however, that, if the Company makes any payment of principal of, premium or
Special Interest, if any, or interest on, any Note following the reinstatement
of its obligations, the Company will be subrogated to the rights of the Holders
of such Notes to receive such payment from the money or non-callable Government
Securities held by the Trustee or Paying Agent.

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders of Notes.

         Notwithstanding Section 9.02 of this Indenture, the Company, the
Guarantors and the Trustee may amend or supplement this Indenture, the Note
Guarantees or the Notes without the consent of any Holder of Notes:

                  (1) to cure any ambiguity, defect, omission, mistake or
         inconsistency;

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                  (2) to provide for uncertificated Notes in addition to or in
         place of certificated Notes or to alter the provisions of Article 2
         hereof (including the related definitions) in a manner that does not
         materially adversely affect any Holder;

                  (3) to provide for the assumption of the Company's or any
         Guarantor's obligations to the Holders of Notes by a successor to the
         Company or such Guarantor pursuant to Article 5 or Article 11 hereof;

                  (4) to make any change that would provide any additional
         rights or benefits to the Holders of Notes or that does not adversely
         affect in any material respect the legal rights under this Indenture of
         any Holder of Notes;

                  (5) to add a Guarantor or to allow any Guarantor to execute a
         supplemental indenture and/or a Note Guarantee with respect to the
         Notes;

                  (6) to comply with requirements of the SEC in order to effect
         or maintain the qualification of this Indenture under the TLA;

                  (7) to provide for the issuance of Additional Notes in
         accordance with this Indenture;

                  (8) to secure the Notes and the Note Guarantees;

                  (9) to comply with the rules of any applicable securities
         depositary;

                  (10) to make any change to Article 10 hereof that would limit
         or terminate the benefits available to any holder of the Company's
         Senior Debt (or any representative thereof) under Article 10 hereof;

                  (11) to conform the text of this Indenture, the Notes or the
         Note Guarantees to any provision of the "Description of Notes" section
         of the Offering Circular relating to the initial offering of the Notes,
         to the extent that such provision in that "Description of Notes" was
         intended to be a verbatim recitation of a provision of this Indenture,
         the Note Guarantees or the Notes; and

                  (12) to provide for a successor trustee in accordance with the
         terms of this Indenture or to otherwise comply with any requirement of
         this Indenture.

         Upon the request of the Company accompanied by a Board Resolution
authorizing the execution of any such amended or supplemental indenture, and
upon receipt by the Trustee of the documents described in Section 7.02 hereof,
the Trustee will join with the Company and the Guarantors in the execution of
any amended or supplemental indenture authorized or permitted by the terms of
this Indenture and to make any further appropriate agreements and stipulations
that may be therein contained, but the Trustee will not be obligated to enter
into such amended or supplemental indenture that affects its own rights, duties
or immunities under this Indenture or otherwise.

Section 9.02 With Consent of Holders of Notes.

         Except as provided below in this Section 9.02, the Company and the
Trustee may amend or supplement this Indenture (including, without limitation,
Sections 3.09, 4.10 and 4.15 hereof), the Note Guarantees and the Notes with the
consent of the Holders of at least a majority in aggregate principal amount of
the Notes (including, without limitation, Additional Notes, if any) then
outstanding voting as a

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single class (including, without limitation, consents obtained in connection
with a tender offer or exchange offer for, or purchase of, the Notes), and,
subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of
Default (other than a Default or Event of Default in the payment of the
principal of, premium or Special Interest, if any, or interest on, the Notes,
except a payment default resulting from an acceleration that has been rescinded)
or compliance with any provision of this Indenture, the Note Guarantees or the
Notes may be waived with the consent of the Holders of at least a majority in
aggregate principal amount of the then outstanding Notes voting as a single
class (including consents obtained in connection with a tender offer or exchange
offer for, or purchase of, the Notes); provided, however, that any amendment to,
or waiver of, the provisions of Article 10 hereof that adversely affects the
rights of the Holders of the Notes will require the consent of the Holders of at
least 75% in aggregate principal amount of Notes then outstanding.

         Upon the request of the Company accompanied by a Board Resolution
authorizing the execution of any such amended or supplemental indenture, and
upon the filing with the Trustee of evidence satisfactory to the Trustee of the
consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of
the documents described in Section 7.02 hereof, the Trustee will join with the
Company and the Guarantors in the execution of such amended or supplemental
indenture unless such amended or supplemental indenture directly affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise, in
which case the Trustee may in its discretion, but will not be obligated to,
enter into such amended or supplemental Indenture.

         It shall not be necessary for the consent of the Holders of Notes under
this Section 9.02 to approve the particular form of any proposed amendment or
waiver, but it is sufficient if such consent approves the substance thereof.

         After an amendment, supplement or waiver under this Section 9.02
becomes effective, the Company will mail to the Holders of Notes affected
thereby a notice briefly describing the amendment, supplement or waiver. Any
failure of the Company to mail such notice, or any defect therein, will not,
however, in any way impair or affect the validity of any such amended or
supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the
Holders of at least a majority in aggregate principal amount of the Notes then
outstanding voting as a single class may waive compliance in a particular
instance by the Company with any provision of this Indenture, the Notes, or the
Note Guarantees. However, without the consent of each Holder affected, an
amendment, supplement or waiver under this Section 9.02 may not (with respect to
any Notes held by a non-consenting Holder):

                  (1) reduce the principal amount of Notes whose Holders must
         consent to an amendment, supplement or waiver;

                  (2) reduce the principal of or change the fixed maturity of
         any Note or alter or waive any of the provisions with respect to the
         redemption of the Notes other than with respect to Sections 3.09,4.10
         and 4.15 hereof;

                  (3) reduce the rate of or change the time for payment of
         interest, including default interest, on any Note;

                  (4) waive a Default or Event of Default in the payment of
         principal of, or premium or Special Interest, if any, or interest on,
         the Notes (except a rescission of acceleration of the Notes by the
         Holders of at least a majority in aggregate principal amount of the
         then outstanding Notes and a waiver of the payment default that
         resulted from such acceleration);

                  (5) make any Note payable in money other than that stated in
         the Notes;

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<PAGE>

                  (6) make any change in the provisions of this Indenture
         relating to waivers of past Defaults or the rights of Holders of Notes
         to receive payments of principal of, or interest or premium or Special
         Interest, if any, on, the Notes;

                  (7) waive a redemption payment with respect to any Note (other
         than a payment required by Sections 3.09, 4.10 or 4.15 hereof);

                  (8) release any Guarantor from any of its obligations under
         its Note Guarantee or this Indenture, except in accordance with the
         terms of this Indenture;

                  (9) make any change covered in the foregoing amendment and
         waiver provisions; or

                  (10) impair the right of any Holder to receive payment of
         principal of, and interest or any premium or Special Interest, if any,
         on, such Holder's Notes on or after the due dates therefor or to
         institute suit for the enforcement of any payment on or with respect to
         such Holder's Notes.

Section 9.03 Compliance with Trust Indenture Act.

         Every amendment or supplement to this Indenture or the Notes will be
set forth in a amended or supplemental indenture that complies with the TIA as
then in effect.

Section 9.04 Revocation and Effect of Consents.

         Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder of a Note is a continuing consent by the Holder of a Note and
every subsequent Holder of a Note or portion of a Note that evidences the same
debt as the consenting Holder's Note, even if notation of the consent is not
made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

Section 9.05 Notation on or Exchange of Notes.

         The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Company, in
exchange for all Notes, may issue and the Trustee shall, upon receipt of an
Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver.

         Failure to make the appropriate notation or issue a new Note will not
affect the validity and effect of such amendment, supplement or waiver.

Section 9.06 Trustee to Sign Amendments, etc.

         The Trustee will sign any amended or supplemental indenture authorized
pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Company
may not sign an amended or supplemental indenture until the Board of Directors
approves it. In executing any amended or supplemental indenture, the Trustee
will be entitled to receive and (subject to Section 7.01 hereof) will be fully
protected in relying upon, in addition to the documents required by Section
13.04 hereof, an Officers' Certificate and an Opinion of Counsel stating that
the execution of such amended or supplemental indenture is authorized or
permitted by this Indenture.

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                                   ARTICLE 10.
                                  SUBORDINATION

Section 10.01 Agreement to Subordinate.

         The Company agrees, and each Holder by accepting a Note agrees, that
the Indebtedness evidenced by the Notes is subordinated in right of payment, to
the extent and in the manner provided in this Article 10, to the prior payment
in full of all Senior Debt of the Company (whether outstanding on the date
hereof or hereafter created, incurred, assumed or guaranteed), and that the
subordination is for the benefit of the holders of Senior Debt.

Section 10.02 Liquidation; Dissolution; Bankruptcy.

         Upon any distribution to creditors of the Company in a liquidation or
dissolution of the Company, in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Company or its property, in
an assignment for the benefit of creditors or in any marshaling of the Company's
assets and liabilities:

                  (1) holders of Senior Debt will be entitled to receive payment
         in full in cash or Cash Equivalents of all Obligations due in respect
         of Senior Debt of the Company (including interest after the
         commencement of any bankruptcy proceeding at the rate specified in the
         documentation governing the applicable Senior Debt of the Company
         whether or not such interest is an allowed claim in any such
         proceeding) before the Holders of Notes will be entitled to receive any
         payment or distribution with respect to the Notes (except that Holders
         of Notes may receive and retain Permitted Junior Securities and
         payments made from any trust, if any, created pursuant to Section 8.04
         or 12.01 hereof); and

                  (2) until all Obligations with respect to Senior Debt of the
         Company (as provided in clause (1) above) are paid in full, any
         distribution to which Holders would be entitled but for this Article 10
         will be made to holders of Senior Debt of the Company (except that
         Holders of Notes may receive and retain Permitted Junior Securities and
         payments made from the trust, if any, created pursuant to Section 8.04
         or 12.01 hereof), as their interests may appear.

Section 10.03 Default on Designated Senior Debt.

         (a) The Company may not make any payment or distribution in respect of
the Notes (except in the form of Permitted Junior Securities or from any trust,
if any, created pursuant to Section 8.04 or 12.01 hereof) and may not make any
deposits with the Trustee pursuant to Articles 8 or 12 hereof if:

                  (1) a payment default on Designated Senior Debt of the Company
         occurs and is continuing beyond any applicable grace period; or

                  (2) any other default occurs and is continuing on any series
         of Designated Senior Debt of the Company that permits holders of that
         series of Designated Senior Debt of the Company to accelerate its
         maturity, and the Trustee receives a notice of such default (a "Payment
         Blockage Notice") from the Company or the Representative of any
         Designated Senior Debt of the Company. If the Trustee receives any such
         Payment Blockage Notice, no subsequent Payment Blockage Notice may be
         delivered or will be effective for purposes of this Section 10.03
         unless and until (A) at least 360 days have elapsed since the delivery
         of the immediately prior Payment Blockage Notice, and (B) all scheduled
         payments of principal, interest and premium and Special Interest, if
         any, on the Notes that have come due have been paid in full in cash.

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<PAGE>

         Notwithstanding the foregoing, the Company may make payment on the
Notes if the Company and the Trustee receive written notice approving such
payment from the Representative of the Designated Senior Debt of the Company
with respect to which either of the events set forth in clauses (1) and (2)
above has occurred and is continuing.

         Not more than one Payment Blockage Notice may be given in any
consecutive 365-day period, irrespective of the number of defaults with respect
to all Designated Senior Debt of the Company during such period, provided that
if any Payment Blockage Notice is delivered to the Trustee by or on behalf of
the holders of Designated Senior Debt of the Company (other than the holders of
Indebtedness under the Credit Agreement), a Representative of holders of
Indebtedness under the Credit Agreement may give another Payment Blockage Notice
within such period. However, in no event may the total number of days during
which any payment blockage period or periods on the Notes is in effect exceed
179 days in the aggregate during any consecutive 365-day period, and there must
be at least 186 days during any consecutive 365-day period during which no
payment blockage period is in effect.

         The failure to make any payment on the Notes by reason of this Article
10 will not be construed as preventing the occurrence of an Event of Default
with respect to the Notes by reason of the failure to make a required payment.
Upon termination of any period of payment blockage, the Company will be required
to resume making any and all required payments under the Notes, including any
missed payments. No nonpayment default that existed or was continuing on the
date of delivery of any Payment Blockage Notice to the Trustee will be, or be
made, the basis for a subsequent Payment Blockage Notice.

         (b) The Company may and will resume payments on and distributions in
respect of the Notes and may acquire them upon the earlier of:

                  (1) in the case of a payment default on Designated Senior
         Debt, upon the date on which such default is cured or waived; and

                  (2) in the case of a nonpayment default on Designated Senior
         Debt, upon the earlier of the date on which such nonpayment default is
         cured or waived or 179 days after the date on which the applicable
         Payment Blockage Notice is received, unless the maturity of any
         Designated Senior Debt of the Company has been accelerated,

if this Article 10 otherwise permits the payment, distribution or acquisition at
the time of such payment or acquisition. Notwithstanding the foregoing, the
Company may make payment on the Notes if the Company and the Trustee receive
written notice approving such payment from the Representative of the Designated
Senior Debt of the Company with respect to which either of the events set forth
in clauses (1) and (2) of this paragraph has occurred and is continuing.

Section 10.04 Acceleration of Notes.

         If payment of the Notes is accelerated because of an Event of Default,
the Company will promptly notify the Representative of Designated Senior Debt of
the acceleration.

Section 10.05 When Distribution Must Be Paid Over.

         If the Trustee or any Holder receives a payment in respect of the Notes
(except in Permitted Junior Securities or from any trust, if any, created
pursuant to Section 8.04 or 12.01 hereof) when: (1) the payment is prohibited by
this Article 10; and (2) the Trustee or such Holder, as applicable, has actual
knowledge that such payment is prohibited by this Article 10, then such payment
will be held by the Trustee or such Holder, as applicable, in trust for the
benefit of, and will be paid forthwith over and

                                       86
<PAGE>

delivered, upon written request, to, the holders of Senior Debt of the Company
as their interests may appear or their Representative under the agreement,
indenture or other document (if any) pursuant to which Senior Debt of the
Company may have been issued, as their respective interests may appear, for
application to the payment of all Obligations with respect to Senior Debt of the
Company remaining unpaid to the extent necessary to pay such Obligations in full
in accordance with their terms, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Debt of the Company.

         With respect to the holders of Senior Debt, the Trustee undertakes to
perform only those obligations on the part of the Trustee as are specifically
set forth in this Article 10, and no implied covenants or obligations with
respect to the holders of Senior Debt will be read into this Indenture against
the Trustee. The Trustee will not be deemed to owe any fiduciary duty to the
holders of Senior Debt, and will not be liable to any such holders if the
Trustee pays over or distributes to or on behalf of Holders or the Company or
any other Person money or assets to which any holders of Senior Debt are then
entitled by virtue of this Article 10, except if such payment is made as a
result of the willful misconduct or gross negligence of the Trustee.

Section 10.06 Notice by Company.

         The Company will promptly notify the Trustee and the Paying Agent of
any facts known to the Company that would cause a payment of any Obligations
with respect to the Notes to violate this Article 10, but failure to give such
notice will not affect the subordination of the Notes to the Senior Debt as
provided in this Article 10.

Section 10.07 Subrogation.

         After all Senior Debt is paid in full and until the Notes are paid in
full, Holders of Notes will be subrogated (equally and ratably with all other
Indebtedness pari passu with the Notes) to the rights of holders of Senior Debt
to receive distributions applicable to Senior Debt to the extent that
distributions otherwise payable to the Holders of Notes have been applied to the
payment of Senior Debt. A distribution made under this Article 10 to holders of
Senior Debt that otherwise would have been made to Holders of Notes is not, as
between the Company and Holders, a payment by the Company on the Notes.

Section 10.08 Relative Rights.

         This Article 10 defines the relative rights of Holders of Notes and
holders of Senior Debt. Nothing in this Indenture will:

                  (1) impair, as between the Company and Holders of Notes, the
         obligation of the Company, which is absolute and unconditional, to pay
         principal of, premium and interest and Special Interest, if any, on the
         Notes in accordance with their terms;

                  (2) affect the relative rights of Holders of Notes and
         creditors of the Company other than their rights in relation to holders
         of Senior Debt; or

                  (3) prevent the Trustee or any Holder of Notes from
         exercising its available remedies upon a Default or Event of Default,
         subject to the rights of holders and owners of Senior Debt to receive
         distributions and payments otherwise payable to Holders of Notes.

         If the Company fails because of this Article 10 to pay principal of,
premium or interest or Special Interest, if any, on a Note on the due date, the
failure is still a Default or Event of Default.

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<PAGE>

Section 10.09 Subordination May Not Be Impaired by Company.

         No right of any holder of Senior Debt to enforce the subordination of
the Indebtedness evidenced by the Notes may be impaired by any act or failure to
act by the Company or any Holder or by the failure of the Company or any Holder
to comply with this Indenture.

Section 10.10 Distribution or Notice to Representative.

         Whenever a distribution is to be made or a notice given to holders of
Senior Debt, the distribution may be made and the notice given to their
Representative.

         Upon any payment or distribution of assets of the Company referred to
in this Article 10, the Trustee and the Holders of Notes will be entitled to
rely upon any order or decree made by any court of competent jurisdiction or
upon any certificate of such Representative or of the liquidating trustee or
agent or other Person making any distribution to the Trustee or to the Holders
of Notes for the purpose of ascertaining the Persons entitled to participate in
such distribution, the holders of the Senior Debt and other Indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article 10.

Section 10.11 Rights of Trustee and Paying Agent.

         Notwithstanding the provisions of this Article 10 or any other
provision of this Indenture, the Trustee will not be charged with knowledge of
the existence of any facts that would prohibit the making of any payment or
distribution by the Trustee, and the Trustee and the Paying Agent may continue
to make payments on the Notes, unless the Trustee has received at its Corporate
Trust Office at least five Business Days prior to the date of such payment
written notice of facts that would cause the payment of any Obligations with
respect to the Notes to violate this Article 10. Only the Company or a
Representative may give the notice. Nothing in this Article 10 will impair the
claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof.

         The Trustee in its individual or any other capacity may hold Senior
Debt with the same rights it would have if it were not Trustee. Any Agent may do
the same with like rights.

Section 10.12 Authorization to Effect Subordination.

         Each Holder of Notes, by the Holder's acceptance thereof, authorizes
and directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this
Article 10, and appoints the Trustee to act as such Holder's attorney-in-fact
for any and all such purposes. If the Trustee does not file a proper proof of
claim or proof of debt in the form required in any proceeding referred to in
Section 6.09 hereof at least 30 days before the expiration of the time to file
such claim, the Representatives are hereby authorized to file an appropriate
claim for and on behalf of the Holders of the Notes.

                                   ARTICLE 11.
                                 NOTE GUARANTEES

Section 11.01 Guarantee.

         (a) Subject to this Article 11, each of the Guarantors hereby, jointly
and severally, unconditionally guarantees to each Holder of a Note authenticated
and delivered by the Trustee and to the

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<PAGE>

Trustee and its successors and assigns, irrespective of the validity and
enforceability of this Indenture, the Notes or the obligations of the Company
hereunder or thereunder, that:

                  (1) the principal of, premium and Special Interest, if any,
         and interest on the Notes will be promptly paid in full when due,
         whether at maturity, by acceleration, redemption or otherwise, and
         interest on the overdue principal of and interest on the Notes, if any,
         if lawful, and all other obligations of the Company to the Holders or
         the Trustee hereunder or thereunder will be promptly paid in full or
         performed, all in accordance with the terms hereof and thereof; and

                  (2) in case of any extension of time of payment or renewal of
         any Notes or any of such other obligations, the same will be promptly
         paid in full when due or performed in accordance with the terms of the
         extension or renewal, whether at stated maturity, by acceleration or
         otherwise.

         Failing payment when due of any amount so guaranteed or any performance
so guaranteed for whatever reason, the Guarantors will be jointly and severally
obligated to pay the same immediately. Each Guarantor agrees that this is a
guarantee of payment and not a guarantee of collection.

         (b) The Guarantors hereby agree that their obligations hereunder are
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a guarantor. Each Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenant that this Note Guarantee will not be discharged except by complete
performance of the obligations contained in the Notes and this Indenture.

         (c) If any Holder or the Trustee is required by any court or otherwise
to return to the Company, the Guarantors or any custodian, trustee, liquidator
or other similar official acting in relation to either the Company or the
Guarantors, any amount paid by either to the Trustee or such Holder, this Note
Guarantee, to the extent theretofore discharged, will be reinstated in full
force and effect.

         (d) Each Guarantor agrees that it will not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (1) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof
for the purposes of this Note Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (2) in the event of any declaration of acceleration of
such obligations as provided in Article 6 hereof, such obligations (whether or
not due and payable) will forthwith become due and payable by the Guarantors for
the purpose of this Note Guarantee. The Guarantors will have the right to seek
contribution from any non-paying Guarantor so long as the exercise of such right
does not impair the rights of the Holders under the Note Guarantee.

Section 11.02 Subordination of Note Guarantee.

         The Obligations of each Guarantor under its Note Guarantee pursuant to
this Article 11 will be junior and subordinated to the Senior Debt of such
Guarantor on the same basis as the Notes are junior and subordinated to Senior
Debt of the Company. For the purposes of the foregoing sentence, the Trustee

                                       89
<PAGE>

and the Holders will have the right to receive and/or retain payments by any of
the Guarantors only at such times as they may receive and/or retain payments in
respect of the Notes pursuant to this Indenture, including Article 10 hereof.

Section 11.03 Limitation on Guarantor Liability.

         Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Note Guarantee of
such Guarantor not constitute a fraudulent transfer or conveyance for purposes
of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal or state law to the extent applicable to any
Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders
and the Guarantors hereby irrevocably agree that the obligations of such
Guarantor will be limited to the maximum amount that will, after giving effect
to such maximum amount and all other contingent and fixed liabilities of such
Guarantor that are relevant under such laws, and after giving effect to any
collections from, rights to receive contribution from or payments made by or on
behalf of any other Guarantor in respect of the obligations of such other
Guarantor under this Article 11, result in the obligations of such Guarantor
under its Note Guarantee not constituting a fraudulent transfer or conveyance.

Section 11.04 Execution and Delivery of Note Guarantee.

         To evidence its Note Guarantee set forth in Section 11.01 hereof, each
Guarantor hereby agrees that a notation of such Note Guarantee substantially in
the form attached as Exhibit E hereto will be endorsed by an Officer of such
Guarantor on each Note authenticated and delivered by the Trustee and that this
Indenture will be executed on behalf of such Guarantor by one of its Officers.

         Each Guarantor hereby agrees that its Note Guarantee set forth in
Section 11.01 hereof will remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Note Guarantee.

         If an Officer whose signature is on this Indenture or on the Note
Guarantee no longer holds that office at the time the Trustee authenticates the
Note on which a Note Guarantee is endorsed, the Note Guarantee will be valid
nevertheless.

         The delivery of any Note by the Trustee, after the authentication
thereof hereunder, will constitute due delivery of the Note Guarantee set forth
in this Indenture on behalf of the Guarantors.

         In the event that the Company or any of its Restricted Subsidiaries
creates or acquires any Domestic Subsidiary after the date of this Indenture, if
required by Section 4.17 hereof, the Company will cause such Domestic Subsidiary
to comply with the provisions of Section 4.17 hereof and this Article 11, to the
extent applicable.

Section 11.05 Guarantors May Consolidate, etc., on Certain Terms.

         Except as otherwise provided in Section 11.06 hereof, no Guarantor may
sell or otherwise dispose of all or substantially all of its assets to, or
consolidate with or merge with or into (whether or not such Guarantor is the
surviving Person), another Person, other than the Company or another Guarantor,
unless:

                  (1) immediately after giving effect to such transaction, no
         Default or Event of Default exists; and

                  (2) either:

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<PAGE>

                           (a) subject to Section 11.06 hereof, the Person
         acquiring the property in any such sale or disposition or the Person
         formed by or surviving any such consolidation or merger, if other than
         such Guarantor, assumes all the obligations of that Guarantor under
         this Indenture, its Note Guarantee and the Registration Rights
         Agreement pursuant to a supplemental indenture satisfactory to the
         Trustee on the terms set forth herein or therein; or

                           (b) in the case of a sale or disposition constituting
         an Asset Sale, the Net Proceeds of such sale or other disposition are
         applied in accordance with the applicable provisions of this Indenture,
         including without limitation, Sections 3.09 and 4.10 hereof.

         In case of any such consolidation, merger, sale or conveyance and upon
the assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the Note
Guarantee endorsed upon the Notes and the due and punctual performance of all of
the covenants and conditions of this Indenture to be performed by the Guarantor,
such successor Person will succeed to and be substituted for the Guarantor with
the same effect as if it had been named herein as a Guarantor. Such successor
Person thereupon may cause to be signed any or all of the Note Guarantees to be
endorsed upon all of the Notes issuable hereunder which theretofore shall not
have been signed by the Company and delivered to the Trustee. All the Note
Guarantees so issued will in all respects have the same 1egal rank and benefit
under this Indenture as the Note Guarantees theretofore and thereafter issued in
accordance with the terms of this Indenture as though all of such Note
Guarantees had been issued at the date of the execution hereof.

         Except as set forth in Articles 4 and 5 hereof, and notwithstanding
clauses (a) and (b) above, nothing contained in this Indenture or in any of the
Notes will prevent any consolidation or merger of a Guarantor with or into the
Company or another Guarantor, or will prevent any sale, transfer or conveyance
of all or any part of the assets and properties of a Guarantor to the Company or
another Guarantor.

Section 11.06 Releases.

         (a)    In the event of any sale or other disposition of all or
substantially all of the assets of any Guarantor, by way of merger,
consolidation or otherwise, or a sale or other disposition of all of the Capital
Stock of any Guarantor, in each case to a Person that is not (either before or
after giving effect to such transaction) a Restricted Subsidiary of the Company,
then such Guarantor (in the event of a sale or other disposition, by way of
merger, consolidation or otherwise, of all of the Capital Stock of such
Guarantor) or the corporation acquiring the property (in the event of a sale or
other disposition, by way of merger, consolidation or otherwise, of all or
substantially all of the assets of such Guarantor) will be released and relieved
of any obligations under its Note Guarantee; provided that the Net Proceeds of
such sale or other disposition are applied in accordance with the applicable
provisions of this Indenture, including without limitation Section 4.10 hereof.
Upon delivery by the Company to the Trustee of an Officers' Certificate and an
Opinion of Counsel to the effect that such sale or other disposition was made by
the Company in accordance with the provisions of this Indenture, including
without limitation Section 4.10 hereof, the Trustee will execute any documents
reasonably required in order to evidence the release of any Guarantor from its
obligations under its Note Guarantee.

         (b)    Upon designation of any Guarantor as an Unrestricted Subsidiary
in accordance with the terms of this Indenture, such Guarantor will be released
and relieved of any obligations under its Note Guarantee.

                                       91
<PAGE>

         (c)    Upon Legal Defeasance in accordance with Article 8 hereof or
satisfaction and discharge of this Indenture in accordance with Article 12
hereof, each Guarantor will be released and relieved of any obligations under
its Note Guarantee.

         (d)    A Guarantor will be released and relieved of any obligations
under its Note Guarantee if such Guarantor is or becomes a Receivables
Subsidiary.

         Any Guarantor not released from its obligations under its Note
Guarantee as provided in this Section 11.06 will remain liable for the full
amount of principal of and interest on the Notes and for the other Obligations
of any Guarantor under this Indenture as provided in this Article 11.

                                   ARTICLE 12.
                           SATISFACTION AND DISCHARGE

Section 12.01 Satisfaction and Discharge.

         This Indenture will be discharged and will cease to be of further
effect as to all Notes and the Note Guarantees issued hereunder, when:

                  (1) either:

                           (a) all Notes that have been authenticated, except
         lost, stolen or destroyed Notes that have been replaced or paid and
         Notes for whose payment money has theretofore been deposited in trust
         and thereafter repaid to the Company, have been delivered to the
         Trustee for cancellation; or

                           (b) all Notes that have not been delivered to the
         Trustee for cancellation have become due and payable, or will become
         due and payable within one year, by reason of providing for the mailing
         of a notice of redemption or otherwise and the Company or any Guarantor
         has irrevocably deposited or caused to be deposited with the Trustee as
         trust funds in trust solely for the benefit of the Holders, cash in
         U.S. dollars, non-callable Government Securities or a combination
         thereof, in amounts as will be sufficient, without consideration of any
         reinvestment of interest, to pay and discharge the entire Indebtedness
         on the Notes not delivered to the Trustee for cancellation for
         principal, premium and Special Interest, if any, and accrued interest
         to the date of maturity or redemption;

                  (2) no Default or Event of Default has occurred and is
         continuing on the date of such deposit or will occur as a result of
         such deposit and such deposit will not result in a breach or violation
         of, or constitute a default under, any other instrument to which the
         Company or any Guarantor is a party or by which the Company or any
         Guarantor is bound;

                  (3) the Company or any Guarantor has paid or caused to be paid
         all other sums payable by it under this Indenture; and

                  (4) the Company has delivered irrevocable instructions to the
         Trustee under this Indenture to apply the deposited money toward the
         payment of the Notes at maturity or the redemption date, as the case
         may be.

In addition, the Company must deliver an Officers' Certificate and an Opinion of
Counsel to the Trustee stating that all conditions precedent to satisfaction and
discharge have been satisfied.

                                       92
<PAGE>

         Notwithstanding the satisfaction and discharge of this Indenture, if
money has been deposited with the Trustee pursuant to subclause (b) of clause
(1) of this Section, the provisions of Sections 12.02 and 8.06 will survive. In
addition, nothing in this Section 12.01 will be deemed to discharge those
provisions of Section 7.07 hereof, that, by their terms, survive the
satisfaction and discharge of this Indenture.

Section 12.02 Application of Trust Money.

         Subject to the provisions of Section 8.06 hereof, all money and
non-callable Government Securities deposited with the Trustee pursuant to
Section 12.01 hereof shall be held in trust and applied by the Trustee, in
accordance with the provisions of the Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as
Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of
the principal (and premium, if any) and interest for whose payment such money
has been deposited with the Trustee, but such money and non-callable Government
Securities need not be segregated from other funds except to the extent required
by law.

Section 12.03 Reinstatement

         If the Trustee or Paying Agent is unable to apply any money or
non-callable Government Securities in accordance with Section 12.01 hereof by
reason of any legal proceeding or by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, then the Company's and any Guarantor's obligations under this
Indenture and the Notes and the Note Guarantees shall be revived and reinstated
as though no deposit had occurred pursuant to Section 12.01 hereof until such
time as the Trustee or Paying Agent is able to apply all such money in
accordance with Section 12.01 hereof; provided that if the Company has made any
payment of principal of, premium, if any, or interest on, any Notes because of
the reinstatement of its obligations, the Company shall be subrogated to the
rights of the Holders of such Notes to receive such payment from the money or
non-callable Government Securities held by the Trustee or Paying Agent.

Section 12.04 Repayment to Company

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of, premium or Special
Interest, if any, or interest on, any Note and remaining unclaimed for two years
after such principal, premium or Special Interest, if any, or interest has
become due and payable shall be paid to the Company on its request or (if then
held by the Company) will be discharged from such trust; and the Holder of such
Note will thereafter be permitted to look only to the Company for payment
thereof, and all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of the Company as trustee thereof, will
thereupon cease; provided, however, that the Trustee or such Paying Agent,
before being required to make any such repayment, may at the expense of the
Company cause to be published once, in the New York Times and The Wall Street
Journal (national edition), notice that such money remains unclaimed and that,
after a date specified therein, which will not be less than 30 days from the
date of such notification or publication, any unclaimed balance of such money
then remaining will be repaid to the Company.

                                   ARTICLE 13.
                                  MISCELLANEOUS

Section 13.01 Trust Indenture Act Controls.

         If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by TIA Section 318(c), the imposed duties will control.

                                       93
<PAGE>

Section 13.02 Notices.

         Any notice or communication by the Company, any Guarantor or the
Trustee to the others is duly given if in writing and delivered in Person or
mailed by first class mail (registered or certified, return receipt requested),
telex, telecopier or overnight air courier guaranteeing next day delivery, to
the others' address:

         If to the Company and/or any Guarantor:

         Simmons Company
         One Concourse Parkway, Suite 800
         Atlanta, GA 30328
         Telecopier No.: (770) 392-2608
         Attention: General Counsel

         With a copy to:
         Weil, Gotshal & Manges LLP
         767 Fifth Avenue
         New York, NY 10153
         Telecopier No.: (212) 310-8007
         Attention: Rod Miller

         If to the Trustee:
         Wells Fargo Bank Minnesota, National Association
         213 Court Street
         Middletown, CT 06457
         Telecopier No.: (860) 704-6219
         Attention: Corporate Trust Services

         The Company, any Guarantor or the Trustee, by notice to the others, may
designate additional or different addresses for subsequent notices or
communications.

         All notices and communications (other than those sent to Holders) will
be deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when answered back, if telexed; when receipt acknowledged,
if telecopied; and the next Business Day after timely delivery to the courier,
if sent by overnight air courier guaranteeing next day delivery.

         Any notice or communication to a Holder will be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice or communication will also be so mailed to any
Person described in TIA Section 313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it will
not affect its sufficiency with respect to other Holders.

         If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.

         If the Company mails a notice or communication to Holders, it will mail
a copy to the Trustee and each Agent at the same time.

Section 13.03 Communication by Holders of Notes with Other Holders of Notes.

                                       94
<PAGE>

         Holders may communicate pursuant to TIA Section 312(b) with other
Holders with respect to their rights under this Indenture or the Notes. The
Company, the Trustee, the Registrar and anyone else shall have the protection of
TIA Section 312(c).

Section 13.04 Certificate and Opinion as to Conditions Precedent.

         Upon any request or application by the Company to the Trustee to take
any action under this Indenture, the Company shall furnish to the Trustee:

                  (1) an Officers' Certificate in form and substance reasonably
         satisfactory to the Trustee (which must include the statements set
         forth in Section 13.05 hereof) stating that, in the opinion of the
         signers, all conditions precedent and covenants, if any, provided for
         in this Indenture relating to the proposed action have been satisfied;
         and

                  (2) an Opinion of Counsel in form and substance reasonably
         satisfactory to the Trustee (which must include the statements set
         forth in Section 13.05 hereof) stating that, in the opinion of such
         counsel, all such conditions precedent and covenants have been
         satisfied.

Section 13.05 Statements Required in Certificate or Opinion.

         Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA Section 314(a)(4)) must comply with the provisions of TIA
Section 314(e) and must include:

                  (1) a statement that the Person making such certificate or
         opinion has read such covenant or condition;

                  (2) a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

                  (3) a statement that, in the opinion of such Person, he or she
         has made such examination or investigation as is necessary to enable
         him or her to express an informed opinion as to whether or not such
         covenant or condition has been satisfied; and

                  (4) a statement as to whether or not, in the opinion of such
         Person, such condition or covenant has been satisfied.

Section 13.06 Rules by Trustee and Agents.

         The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar or Paying Agent may make reasonable rules and set
reasonable requirements for its functions.

Section 13.07 No Personal Liability of Directors, Officers, Employees and
Stockholders.

         No past, present or future director, officer, employee, incorporator or
stockholder of the Company or any Guarantor, as such, will have any liability
for any obligations of the Company or the Guarantors under the Notes, this
Indenture, the Note Guarantees, or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder of Notes by accepting
a Note waives and releases all such liability. The waiver and release are part
of the consideration for issuance of the Notes. The waiver may not be effective
to waive liabilities under the federal securities laws.

                                       95
<PAGE>

Section 13.08 Governing Law.

         THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT
TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 13.09 No Adverse Interpretation of Other Agreements.

         This Indenture may not be used to interpret any other indenture, loan
or debt agreement of the Company or its Subsidiaries or of any other Person. Any
such indenture, loan or debt agreement may not be used to interpret this
Indenture.

Section 13.10 Successors.

         All agreements of the Company in this Indenture and the Notes will bind
its successors. All agreements of the Trustee in this Indenture will bind its
successors. All agreements of each Guarantor in this Indenture will bind its
successors, except as otherwise provided in Section 11.06.

Section 13.11 Severability.

         In case any provision in this Indenture or in the Notes is invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions will not in any way be affected or impaired thereby.

Section 13.12 Counterpart Originals.

         The parties may sign any number of copies of this Indenture. Each
signed copy will be an original, but all of them together represent the same
agreement.

Section 13.13 Table of Contents, Headings, etc.

         The Table of Contents, Cross-Reference Table and Headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part of this Indenture and will in no
way modify or restrict any of the terms or provisions hereof.

                         [Signatures on following page]

                                       96
<PAGE>

                                   SIGNATURES

Dated as of December 19, 2003

                                       THL BEDDING COMPANY

                                       By: /s/ William S. Creekmuir
                                           -----------------------------
                                           Name: William S. Creekmuir
                                           Title:

                                    INDENTURE

<PAGE>

                                       SIMMONS COMPANY(as successor by merger to
                                       THL Bedding Company)

                                       BY: /s/ William S. Creekmuir
                                           -----------------------------
                                           Name: William S. Creekmuir
                                           Title:

                                    INDENTURE

<PAGE>

                                       DREAMWELL, LTD.

                                       By: /s/ William S. Creekmuir
                                           -----------------------------
                                           Name: William S. Creekmuir
                                           Title:

                                       GALLERY CORP.

                                       By: /s/ William S. Creekmuir
                                           -----------------------------
                                           Name: William S. Creekmuir
                                           Title:

                                       SIMMONS CAPITAL MANAGEMENT, LLC

                                       By: /s/ William S. Creekmuir
                                           -----------------------------
                                           Name: William S. Creekmuir
                                           Title:

                                       SIMMONS CONTRACT SALES, LLC

                                       By: /s/ William S. Creekmuir
                                           -----------------------------
                                           Name: William S. Creekmuir
                                           Title:

                                       THE SIMMONS MANUFACTURING CO., LLC

                                       By: /s/ William S. Creekmuir
                                           -----------------------------
                                           Name: William S. Creekmuir
                                           Title:

                                       SLEEP COUNTRY USA, INC.

                                       By: /s/ William S. Creekmuir
                                           -----------------------------
                                           Name: William S. Creekmuir
                                           Title:

                                    INDENTURE

<PAGE>

                                         WINDSOR BEDDING CO., LLC

                                         By: /s/ William S. Creekmuir
                                             -----------------------------
                                             Name: William S. Creekmuir
                                             Title:

                                         WORLD OF SLEEP OUTLETS, LLC

                                         By: /s/ William S. Creekmuir
                                             -----------------------------
                                             Name: William S. Creekmuir
                                             Title:

                                    INDENTURE

<PAGE>

                                       SIMMONS COMPANY

                                       By: /s/ William S. Creekmuir
                                           -----------------------------
                                           Name: William S. Creekmuir
                                           Title:

                                       SIMMONS HOLDINGS, INC.

                                       By: /s/ William S. Creekmuir
                                           -----------------------------
                                           Name: William S. Creekmuir
                                           Title:

                                    INDENTURE

<PAGE>

                                       WELLS FARGO BANK MINNESOTA, NATIONAL
                                       ASSOCIATION, as Trustee

                                       By: /s/ Joseph P. O'Donnell
                                           -----------------------------
                                           Name: Joseph P. O'Donnell
                                           Title: Assistant Vice President

                                    INDENTURE
<PAGE>

                                                                       EXHIBIT A

                                 [Face of Note]

                                                          CUSIP/CINS____________

                    7.875% Senior Subordinated Notes due 2014

No. ____                                                               $________

                                 SIMMONS COMPANY

promises to pay to______________________.or registered assigns,

the principal sum of ___________________________________________________ DOLLARS
on ________________, 20__________.

Interest Payment Dates: ___________________ and ______________

Record Dates: ___________________ and ____________________

Dated: ___________________, 200_______

                                        SIMMONS COMPANY

                                        By: ____________________________________
                                            Name:
                                            Title:

This is one of the Notes referred to
in the within-mentioned Indenture:

WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
as Trustee

By: __________________________________
           Authorized Signatory

                                      A-1

<PAGE>

                                 [Back of Note]
                    7.875% Senior Subordinated Notes due 2014

[Insert the Global Note Legend, if applicable pursuant to the provisions of the
Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions
of the Indenture]

         Capitalized terms used herein have the meanings assigned to them in the
Indenture referred to below unless otherwise indicated.

                  (1)INTEREST. Simmons Company, a Delaware corporation (the
         "Company"), promises to pay interest on the principal amount of this
         Note at 7.875% per annum from December 19, 2003 until maturity and
         shall pay the Special Interest, if any, payable pursuant to Section 2
         of the Registration Rights Agreement referred to below. The Company
         will pay interest and Special Interest, if any, semi-annually in
         arrears on January 15 and July 15 of each year, or if any such day is
         not a Business Day, on the next succeeding Business Day (each, an
         "Interest Payment Date"). Interest on the Notes will accrue from the
         most recent date to which interest has been paid or, if no interest has
         been paid, from the date of issuance; provided that if there is no
         existing Default in the payment of interest, and if this Note is
         authenticated between a record date referred to on the face hereof and
         the next succeeding Interest Payment Date, interest shall accrue from
         such next succeeding Interest Payment Date; provided further that the
         first Interest Payment Date shall be July 15, 2004. The Company will
         pay interest (including post-petition interest in any proceeding under
         any Bankruptcy Law) on overdue principal and premium, if any, from time
         to time on demand at a rate that is 1% per annum in excess of the rate
         then in effect; it will pay interest (including post-petition interest
         in any proceeding under any Bankruptcy Law) on overdue installments of
         interest and Special Interest, if any, (without regard to any
         applicable grace periods) from time to time on demand at the same rate
         to the extent lawful. Interest will be computed on the basis of a
         360-day year of twelve 30-day months.

                  (2) METHOD OF PAYMENT. The Company will pay interest on the
         Notes (except defaulted interest) and Special Interest, if any, to the
         Persons who are registered Holders of Notes at the close of business on
         the January 1 or July 1 next preceding the Interest Payment Date, even
         if such Notes are canceled after such record date and on or before such
         Interest Payment Date, except as provided in Section 2.12 of the
         Indenture with respect to defaulted interest. The Notes will be payable
         as to principal, premium and Special Interest, if any, and interest at
         the office or agency of the Company maintained for such purpose within
         or without the City and State of New York, or, at the option of the
         Company, payment of interest and Special Interest, if any, may be made
         by check mailed to the Holders at their addresses set forth in the
         register of Holders; provided that payment by wire transfer of
         immediately available funds will be required with respect to principal
         of and interest, premium and Special Interest, if any, on all Global
         Notes and all other Notes held by any Holder of at least $5.0 million
         in principal amount of Notes who has provided wire transfer
         instructions to the Company or the Paying Agent. Such payment will be
         in such coin or currency of the United States of America as at the time
         of payment is legal tender for payment of public and private debts.

                  (3) PAYING AGENT AND REGISTRAR. Initially, Wells Fargo Bank
         Minnesota, National Association, the Trustee under the Indenture, will
         act as Paying Agent and Registrar. The Company may change any Paying
         Agent or Registrar without notice to any Holder. The Company or any of
         its Subsidiaries may act in any such capacity.

                                      A-2

<PAGE>

                  (4) INDENTURE. The Company issued the Notes under an Indenture
         dated as of December 19, 2003 (the "Indenture") among the Company, the
         Guarantors and the Trustee. The terms of the Notes include those stated
         in the Indenture and those made part of the Indenture by reference to
         the TIA (15 U.S. Code Sections 77aaa-77bbbb). The Notes are subject to
         all such terms, and Holders are referred to the Indenture and such Act
         for a statement of such terms. To the extent any provision of this Note
         conflicts with the express provisions of the Indenture, the provisions
         of the Indenture shall govern and be controlling. The Notes are
         unsecured obligations of the Company The Company shall be entitled to
         issue Additional Notes pursuant to Section 2.13 of the Indenture.

                  (5) OPTIONAL REDEMPTION.

         (a) Except as set forth in subparagraph (b) of this Paragraph 5, the
Company will not have the option to redeem the Notes prior to January 15, 2009.
The Company is not prohibited, however, from acquiring the Notes by means other
than a redemption, whether pursuant to an issuer tender offer, open market
transactions or otherwise, so long as such acquisition does not otherwise
violate the terms of the Indenture. On or after January 15, 2009, the Company
will have the option to redeem the Notes, in whole or in part, upon not less
than 30 nor more than 60 days' notice, at the redemption prices (expressed as
percentages of principal amount) set forth below plus accrued and unpaid
interest and Special Interest, if any, thereon to the applicable redemption date
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date), if redeemed during
the twelve month period beginning on January 15 of the years indicated below:

<TABLE>
<CAPTION>
                                      Percentage
                                      ----------
<S>                                   <C>
2009 ........................          103.938%
2010 ........................          102.625%
2011 ........................          101.313%
2012 and thereafter .........          100.000%
</TABLE>

         (b) Notwithstanding the provisions of subparagraph (a) of this
Paragraph 5, at any time prior to January 15, 2007, the Company may redeem Notes
on any one or more occasions with the Net Cash Proceeds from one or more Equity
Offerings by the Company or any direct or indirect parent of the Company (so
long as such Net Cash Proceeds are contributed by such parent to the Company as
common equity) at a redemption price equal to 107.875% of the aggregate
principal amount thereof, plus accrued and unpaid interest and Special Interest,
if any, thereon to the applicable redemption date (subject to the right of
Holders of record on the relevant record date to receive interest due on the
relevant interest payment date); provided that at least 60% in aggregate
principal amount of the Notes issued under the Indenture remains outstanding
immediately after the occurrence of such redemption (excluding the Notes held by
the Company and its Subsidiaries) and that such redemption occurs within 90 days
of the date of the closing of such Equity Offering.

                  (6) MANDATORY REDEMPTION.

         The Company will not be required to make mandatory redemption or
sinking fund payments with respect to the Notes.

                  (7) REPURCHASE AT THE OPTION OF HOLDER.

                           (a) If there is a Change of Control and the Company
         does not at such time exercise its option, if available, to redeem the
         Notes pursuant to Section 3.07 of the Indenture, the

                                      A-3

<PAGE>

         Company will be required to make an offer (a "Change of Control Offer")
         to repurchase all or any part (equal to $1,000 or an integral multiple
         thereof) of each Holder's Notes at a purchase price equal to 101% of
         the aggregate principal amount thereof plus accrued and unpaid interest
         and Special Interest thereon, if any, to the date of purchase (subject
         to the right of Holders of record on the relevant record date to
         receive interest due on the relevant interest payment date) (the
         "Change of Control Payment"). Within 30 days following any Change of
         Control, the Company will mail a notice to each Holder setting forth
         the procedures governing the Change of Control Offer as required by the
         Indenture. Holders of Notes that are the subject of an offer to
         purchase will receive a Change of Control Offer from the Company prior
         to any related purchase date and may elect to have such Notes purchased
         by completing the form entitled "Option of Holder to Elect Purchase"
         attached to the Notes.

                           (b) If the Company or a Restricted Subsidiary
         consummates any Asset Sales, on the 366(th) day after an Asset Sale, if
         the aggregate amount of Excess Proceeds exceeds $15.0 million, the
         Company will make an Asset Sale Offer to all Holders of Notes and all
         holders of any other Indebtedness that is pari passu with the Notes
         containing provisions similar to those set forth in the Indenture with
         respect to offers to purchase or require prepayments or redemptions of
         such Indebtedness with the proceeds of sales of assets pursuant to
         Section 3.09 of the Indenture to purchase the maximum principal amount
         of Notes and other pari passu Indebtedness that may be purchased out of
         the Excess Proceeds at an offer price in cash in an amount equal to
         100% of the principal amount thereof plus accrued and unpaid interest
         and Special Interest thereon, if any, to the date fixed for the closing
         of such offer, in accordance with the procedures set forth in the
         Indenture. To the extent that the aggregate amount of Notes and other
         pari passu Indebtedness tendered pursuant to an Asset Sale Offer is
         less than the Excess Proceeds, the Company (or such Subsidiary) may use
         such deficiency for any purpose not otherwise prohibited by the
         Indenture. If the aggregate principal amount of Notes and other pari
         passu Indebtedness s urrendered by holders thereof exceeds the amount
         of Excess Proceeds, the Trustee shall select the Notes and other pari
         passu Indebtedness to be purchased on a pro rata basis. Holders of
         Notes that are the subject of an offer to purchase will receive an
         Asset Sale Offer from the Company prior to any related purchase date
         and may elect to have such Notes purchased by completing the form
         entitled "Option of Holder to Elect Purchase" attached to the Notes.

                  (8) NOTICE OF REDEMPTION. Notice of redemption will be mailed
         at least 30 days but not more than 60 days before the redemption date
         to each Holder whose Notes are to be redeemed at its registered
         address, except that redemption notices may be mailed more than 60 days
         prior to a redemption date if the notice is issued in connection with a
         defeasance of the Notes or a satisfaction or discharge of the
         Indenture. Notes in denominations larger than $1,000 may be redeemed in
         part but only in whole multiples of $1,000, unless all of the Notes
         held by a Holder are to be redeemed. On and after the redemption date
         interest ceases to accrue on Notes or portions thereof called for
         redemption.

                  (9) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in
         registered form without coupons in denominations of $1,000 and integral
         multiples of $1,000. The transfer of Notes may be registered and Notes
         may be exchanged as provided in the Indenture. The Registrar and the
         Trustee may require a Holder, among other things, to furnish
         appropriate endorsements and transfer documents and the Company may
         require a Holder to pay any taxes and fees required by law or permitted
         by the Indenture. The Company need not exchange or register the
         transfer of any Note or portion of a Note selected for redemption,
         except for the unredeemed portion of any Note being redeemed in part.
         Also, the Company need not exchange or register the transfer of any
         Notes for a period of 15 days before a selection of Notes to be
         redeemed or during the period between a record date and the
         corresponding Interest Payment Date.

                                      A-4

<PAGE>

                  (10) PERSONS DEEMED OWNERS. The registered Holder of a Note
         may be treated as its owner for all purposes.

                  (11) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
         exceptions, the Indenture, the Note Guarantees or the Notes may be
         amended or supplemented with the consent of the Holders of at least a
         majority in principal amount of the then outstanding Notes and
         Additional Notes, if any, voting as a single class, and any existing
         Default or Event of Default compliance with any provision of the
         Indenture, the Note Guarantees or the Notes may be waived with the
         consent of the Holders of a majority in principal amount of the then
         outstanding Notes and Additional Notes, if any, voting as a single
         class. Without the consent of any Holder of a Note, the Indenture, the
         Note Guarantees or the Notes may be amended or supplemented to cure any
         ambiguity, defect, omission, mistake or inconsistency, to provide for
         uncertificated Notes in addition to or in place of certificated Notes,
         to provide for the assumption of the Company's or any Guarantor's
         obligations to Holders of the Notes in case of a merger or
         consolidation, to make any change that would provide any additional
         rights or benefits to the Holders of the Notes or that does not
         adversely affect in any material respect the legal rights under the
         Indenture of any such Holder, to comply with the requirements of the
         SEC in order to effect or maintain the qualification of the Indenture
         under the TIA, to comply with the rules of any applicable securities
         depositary, to provide for a successor trustee in accordance with the
         terms of the Indenture, to make any change to Article 10 of the
         Indenture that limits or terminates the benefits available to any
         holder of the Company's Senior Debt (or any representative thereof), to
         conform the text of the Indenture, the Notes or the Note Guarantees to
         any provision of the "Description of Notes" section of the Company's
         Offering Circular to the extent that such provision in that
         "Description of Notes" was intended to be a verbatim recitation of a
         provision of the Indenture, the Note Guarantees or the Notes; to
         provide for the issuance of Additional Notes in accordance with the
         limitations set forth in the Indenture, to secure the Notes and the
         Note Guarantees, to add a Guarantor or to allow any Guarantor to
         execute a supplemental indenture to the Indenture and/or a Note
         Guarantee with respect to the Notes.

                  (12) DEFAULTS AND REMEDIES. Events of Default include: (i)
         default for 30 days in the payment when due of interest or Special
         Interest on the Notes; (ii) default in payment when due of principal
         for premium, if any, on the Notes when the same becomes due and
         payable at maturity, upon redemption (including in connection with an
         offer to purchase) or otherwise, (iii) failure by the Company or any of
         its Restricted Subsidiaries to comply with Section 5.01 of the
         Indenture; (iv) failure by the Company or any of its Restricted
         Subsidiaries for 30 days after written notice to comply with Sections
         4.10 and 4.15 of the Indenture (in each case, other than a failure to
         purchase the Notes, which is covered by clause (ii) above) and Sections
         4.07 and 4.09 of the Indenture; (v) failure by the Company or any of
         its Restricted Subsidiaries for 60 days after written notice to comply
         with certain other agreements in the Indenture, the Notes or the Note
         Guarantees; (vi) default under certain other agreements relating to
         Indebtedness of the Company, any of its Significant Subsidiaries or any
         group of Restricted Subsidiaries that, taken together, would constitute
         a Significant Subsidiary, where such default is caused by a failure to
         pay principal of such Indebtedness at its final stated maturity within
         any applicable grace period or which default results in the
         acceleration of such Indebtedness prior to its express maturity and
         such default continues for 10 days after written notice; (vii) certain
         final judgments for the payment of money that remain undischarged for a
         period of 60 days; (viii) certain events of bankruptcy or insolvency
         with respect to the Company or any of its Significant Subsidiaries or
         any group of Restricted Subsidiaries that, taken together, would
         constitute a Significant Subsidiary; and (ix) except as permitted by
         the Indenture, any Note Guarantee of a Guarantor that is a Significant
         Subsidiary or Note Guarantees of any group of Guarantors that, taken
         together, would constitute a Significant Subsidiary shall be held in
         any judicial proceeding to be

                                      A-5

<PAGE>

         unenforceable or invalid or shall cease for any reason to be in full
         force and effect or any Guarantor that is a Significant Subsidiary, any
         group of Guarantors that, taken together, would constitute a
         Significant Subsidiary, or any Person acting on behalf of any such
         Guarantor or group, shall deny or disaffirm its obligations under such
         Guarantor's Note Guarantee and such default continues for 10 days after
         written notice. If any Event of Default occurs and is continuing, the
         Trustee or the Holders of at least 25% in principal amount of the then
         outstanding Notes may declare all the Notes to be due and payable
         provided, that so long as any Indebtedness permitted to be incurred
         pursuant to the Credit Agreement is outstanding, such acceleration will
         not be effective until the earlier of (1) the acceleration of such
         Indebtedness under the Credit Agreement or (2) five Business Days after
         receipt by the Company of written notice of such acceleration.
         Notwithstanding the foregoing, in the case of an Event of Default
         arising from certain events of bankruptcy or insolvency with respect to
         the Company or any of its Significant Subsidiaries or any group of
         Restricted Subsidiaries that, taken together, would constitute a
         Significant Subsidiary, all outstanding Notes will become due and
         payable without further action or notice. A Default under clauses (iv),
         (v), (vi), (vii) or (ix) will not constitute an Event of Default until
         the Trustee notifies the Company or the Holders of at least 25% in
         aggregate principal amount of the outstanding Notes notify the Company
         and the Trustee of the Default and the Company or its Subsidiary, as
         applicable, does not cure such default within the time specified in
         clauses (iv), (v), (vi), (vii) or (ix) after receipt of such notice.
         Holders may not enforce the Indenture or the Notes except as provided
         in the Indenture. Subject to certain limitations, Holders of a majority
         in principal amount of the then outstanding Notes may direct the
         Trustee in its exercise of any trust or power. The Trustee may withhold
         from Holders of the Notes notice of any continuing Default or Event of
         Default (except a Default or Event of Default relating to the payment
         of principal or interest) if it determines that withholding notice is
         in their interest. The Holders of a majority in aggregate principal
         amount of the Notes then outstanding by notice to the Trustee may on
         behalf of the Holders of all of the Notes waive any existing Default or
         Event of Default and its consequences under the Indenture except a
         continuing Default or Event of Default in the payment of interest on,
         or the principal of, the Notes. The Company is required to deliver to
         the Trustee annually a statement regarding compliance with the
         Indenture, and the Company is required upon becoming aware of any
         Default or Event of Default, to deliver to the Trustee a statement
         specifying such Default or Event of Default.

                  (13) SUBORDINATION. Payment of principal, interest and premium
         and Special Interest, if any, on the Notes is subordinated to the prior
         payment of Senior Debt on the terms provided in the Indenture.

                  (14) TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its
         individual or any other capacity, may make loans to, accept deposits
         from, and perform services for the Company or its Affiliates, and may
         otherwise deal with the Company or its Affiliates, as if it were not
         the Trustee.

                  (15) NO RECOURSE AGAINST OTHERS. A director, officer,
         employee, incorporator or stockholder, of the Company or any of the
         Guarantors, as such, will not have any liability for any obligations of
         the Company or such Guarantor under the Notes, the Note Guarantees or
         the Indenture or for any claim based on, in respect of, or by reason
         of, such obligations or their creation. Each Holder by accepting a Note
         waives and releases all such liability. The waiver and release are part
         of the consideration for the issuance of the Notes.

                  (16) AUTHENTICATION. This Note will not be valid until
         authenticated by the manual signature of the Trustee or an
         authenticating agent.

                                      A-6

<PAGE>

                  (17) ABBREVIATIONS. Customary abbreviations may be used in the
         name of a Holder or an assignee, such as: TEN COM (= tenants in
         common), TEN ENT (= tenants by the entireties), JT TEN (=joint tenants
         with right of survivorship and not as tenants in common), CUST (=
         Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

                  (18) ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES
         AND RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to
         Holders of Notes under the Indenture, Holders of Restricted Global
         Notes and Restricted Definitive Notes will have all the rights set
         forth in the Registration Rights Agreement dated as of [ ], among the
         Company, the Guarantors and the other parties named on the signature
         pages thereof or, in the case of Additional Notes, Holders of
         Restricted Global Notes and Restricted Definitive Notes will have the
         rights set forth in one or more registration rights agreements, if any,
         among the Company, the Guarantors and the other parties thereto,
         relating to rights given by the Company and the Guarantors to the
         purchasers of any Additional Notes (collectively, the "Registration
         Rights Agreement").

                  (19) CUSIP NUMBERS. Pursuant to a recommendation promulgated
         by the Committee on Uniform Security Identification Procedures, the
         Company has caused CUSIP numbers to be printed on the Notes and the
         Trustee may use CUSIP numbers in notices of redemption as a convenience
         to Holders. No representation is made as to the accuracy of such
         numbers either as printed on the Notes or as contained in any notice of
         redemption and reliance may be placed only on the other identification
         numbers placed thereon.

         The Company will furnish to any Holder upon written request and without
 charge a copy of the Indenture and/or the Registration Rights Agreement.
 Requests may be made to:

Simmons Company
One Concourse Parkway, Suite 800
Atlanta, Georgia 30328
Attention: General Counsel

                                      A-7

<PAGE>

                                 ASSIGNMENT FORM

         To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to: __________________________________
                                                (Insert assignee's legal name)
________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
               (Print or type assignee's name, address and zip code)

and irrevocably appoint _____________________________________________________ to
transfer this Note on the books of the Company. The agent may substitute another
to act for him.

Date: ___________

                                       Your Signature: _________________________

                                              (Sign exactly as your name appears
                                               on the face of this Note)

Signature Guarantee*: ________________________

*        Participant in a recognized Signature Guarantee Medallion Program (or
other signature guarantor acceptable to the Trustee).

                                      A-8

<PAGE>

                              OPTION OF HOLDER TO ELECT PURCHASE

         If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box
below:

                  Section 4.10                      Section 4.15

         If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased:

                                  $___________

Date:

                                          Your Signature: ______________________

                                              (Sign exactly as your name appears
                                               on the face of this Note)

                                          Tax Identification No.: ______________

Signature Guarantee* : ___________________

*        Participant in a recognized Signature Guarantee Medallion Program (or
other signature guarantor acceptable to the Trustee).

                                      A-9

<PAGE>

              SCHEDULE OF EXCHANGES OF INTEESTS IN THE GLOBAL NOTE*

         The following exchanges of a part of this Global Note for an interest
in another Global Note or for a Definitive Note, or exchanges of a part of
another Global Note or Definitive Note for an interest in this Global Note, have
been made:

<TABLE>
<CAPTION>
                                                                          Principal Amount
                                                                        of this Global Note
                      Amount of decrease in   Amount of increase in        following such          Signature of authorized
                       Principal Amount of     Principal Amount of            decrease               officer of Trustee or
Date of Exchange        this Global Note        this Global Note            (or increase)                  Custodian
----------------        ----------------        ----------------            -------------                  ---------
<S>                   <C>                     <C>                       <C>                        <C>
</TABLE>

*    THIS schedule should be included only if the Note is issued in global form.

                                      A-10

<PAGE>

                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

Simmons Company
One Concourse Parkway, Suite 800
Atlanta, Georgia 30328

Wells Fargo Bank Minnesota, National Association
213 Court St., Suite 703
Middletown, CT 06457

         Re: 7.875% Senior Subordinated Notes due 2014

         Reference is hereby made to the Indenture, dated as of December 19,
2003 (the "Indenture"), among Simmons Company, a Delaware corporation, as issuer
(the "Company"), the Guarantors party thereto and Wells Fargo Bank Minnesota,
National Association, as trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.

         ______________, (the "Transferor") owns and proposes to transfer the
Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $ ___________ in such Note[s] or interests (the
"Transfer"),to ________________ (the "Transferee"),as further specified in Annex
A hereto. In connection with the Transfer, the Transferor hereby certifies that:

                             [CHECK ALL THAT APPLY]

         1. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN THE 144A GLOBAL NOTE OR A RESTRICTED DEFINITIVE NOTE PURSUANT TO RULE 144A.
The Transfer is being effected pursuant to and in accordance with Rule 144A
under the Securities Act of 1933, as amended (the "Securities Act"), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the
Transferor reasonably believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A, and such Transfer
is in compliance with any applicable blue sky securities laws of any state of
the United States. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the 144A Global Note and/or the Restricted
Definitive Note and in the Indenture and the Securities Act.

         2. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN THE REGULATION S GLOBAL NOTE OR A RESTRICTED DEFINITIVE NOTE PURSUANT TO
REGULATION S. The Transfer is being effected pursuant to and in accordance with
Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor
hereby further certifies that (i) the Transfer is not being made to a Person in
the United States and (x) at the time the buy order was originated, the
Transferee was outside the United States or such Transferor and any Person
acting on its behalf reasonably believed and believes that the Transferee was
outside the United States or (y) the transaction was executed in, on or through
the facilities of a designated offshore securities market and neither such
Transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling efforts
have been made in contravention of the requirements of Rule 903(b) or Rule
904(b) of Regulation S under the Securities Act, (iii) the transaction is not
part of a plan or scheme to evade the registration requirements of the
Securities Act and (iv) if the proposed transfer is being made prior to the
expiration of the Restricted Period, the transfer is not being made to a U.S.
Person or for the account or benefit of a

                                      B-1

<PAGE>

U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed
transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will be subject to the restrictions on
Transfer enumerated in the Private Placement Legend printed on the Regulation S
Global Note and/or the Restricted Definitive Note and in the Indenture and the
Securities Act.

         3. [ ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A
BENEFICIAL INTEREST IN THE IAI GLOBAL NOTE OR A RESTRICTED DEFINITIVE NOTE
PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR
REGULATION S. The Transfer is being effected in compliance with the transfer
restrictions applicable to beneficial interests in Restricted Global Notes and
Restricted Definitive Notes and pursuant to and in accordance with the
Securities Act and any applicable blue sky securities laws of any state of the
United States, and accordingly the Transferor hereby further certifies that
(check one):

                  (a)      [ ] such Transfer is being effected pursuant to and
         in accordance with Rule 144 under the Securities Act;

                                       or

                  (b)      [ ] such Transfer is being effected to the Company or
         a subsidiary thereof;

                                       or

                  (c)      [ ] such Transfer is being effected pursuant to an
         effective registration statement under the Securities Act and in
         compliance with the prospectus delivery requirements of the Securities
         Act;

                                       or

                  (d)      [ ] such Transfer is being effected to an
         Institutional Accredited Investor and pursuant to an exemption from the
         registration requirements of the Securities Act other than Rule 144A,
         Rule 144, Rule 903 or Rule 904, and the Transferor hereby further
         certifies that it has not engaged in any general solicitation within
         the meaning of Regulation D under the Securities Act and the Transfer
         complies with the transfer restrictions applicable to beneficial
         interests in a Restricted Global Note or Restricted Definitive Notes
         and the requirements of the exemption claimed, which certification is
         supported by (1) a certificate executed by the Transferee in the form
         of Exhibit D to the Indenture and (2) an Opinion of Counsel provided by
         the Transferor or the Transferee (a copy of which the Transferor has
         attached to this certification), to the effect that such Transfer is in
         compliance with the Securities Act. Upon consummation of the proposed
         transfer in accordance with the terms of the Indenture, the transferred
         beneficial interest or Definitive Note will be subject to the
         restrictions on transfer enumerated in the Private Placement Legend
         printed on the IAI Global Note and/or the Restricted Definitive Notes
         and in the Indenture and the Securities Act.

         4. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

         (a) [ ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or

                                      B-2

<PAGE>

Definitive Note will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture.

         (b) [ ] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer
is being effected pursuant to and in accordance with Rule 903 or Rule 904 under
the Securities Act and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any state of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will no longer be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted
Global Notes, on Restricted Definitive Notes and in the Indenture.

         (c) [ ] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The
Transfer is being effected pursuant to and in compliance with an exemption from
the registration requirements of the Securities Act other than Rule 144, Rule
903 or Rule 904 and in Compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes or Restricted Definitive Notes and in the Indenture.

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                        ________________________________________
                                              [Insert Name of Transferor]

                                        By: ____________________________________
                                            Name:
                                            Title:

         Dated: _______________

                                      B-3
<PAGE>
              ANNEX A TO CERTIFICATE OF TRANSFER

1. The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

         (a) [ ] a beneficial interest in the:

                  (i)   [ ] 144A Global Note (CUSIP_________), or

                  (ii)  [ ] Regulation S Global Note (CUSIP_________), or

                  (iii) [ ] IAI Global Note (CUSIP_________); or

         (b)      [ ] a Restricted Definitive Note.

2. After the Transfer the Transferee will hold:

                                   [CHECK ONE]

         (a) [ ] a beneficial interest in the:

                  (i)   [ ] 144A Global Note (CUSIP_________), or

                  (ii)  [ ] Regulation S Global Note (CUSIP_________), or

                  (iii) [ ] IAI Global Note (CUSIP_________); or

                  (iv)  [ ] Unrestricted Global Note (CUSIP_________); or

         (b) [ ] a Restricted Definitive Note; or

         (c) [ ] an Unrestricted Definitive Note,

         in accordance with the terms of the Indenture.

                                       B-4

<PAGE>

                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

Simmons Company
One Concourse Parkway, Suite 800
Atlanta, Georgia 30328

Wells Fargo Bank Minnesota, National Association
213 Court St., Suite 703
Middletown, CT 06457

         Re: 7.875% Senior Subordinated Notes due 2014

                            (CUSIP________________)

         Reference is hereby made to the Indenture, dated as of December 19,
2003 (the "Indenture"), among Simmons Company, a Delaware corporation, as issuer
(the "Company"), the Guarantors party thereto and Wells Fargo Bank Minnesota,
National Association, as trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.

         _________________________________, (the "Owner") owns and proposes to
exchange the Note[s] or interest in such Note[s] specified herein, in the
principal amount of $ ____________ in such Note[s] or interests (the
"Exchange"). In connection with the Exchange, the Owner hereby certifies that:

         1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A
RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN AN UNRESTRICTED GLOBAL NOTE

         (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the Securities Act of 1933, as
amended (the "Securities Act"), (iii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the beneficial interest in
an Unrestricted Global Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

         (b) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.

         (c) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the
Owner's Exchange of a Restricted Definitive Note for

                                       C-1

<PAGE>

a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies
(i) the beneficial interest is being acquired for the Owner's own account
without transfer, (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to Restricted Definitive Notes and pursuant to
and in accordance with the Securities Act, (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and (iv) the beneficial
interest is being acquired in compliance with any applicable blue sky securities
laws of any state of the United States.

         (d) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

         2. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN
RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN RESTRICTED GLOBAL NOTES

         (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner's own account
without transfer. Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the Restricted Definitive Note issued will continue
to be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Definitive Note and in the Indenture
and the Securities Act.

         (b) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange
of the Owner's Restricted Definitive Note for a beneficial interest in the
[CHECK ONE] [ ] 144A Global Note, [ ] Regulation S Global Note, [ ] IAI Global
Note with an equal principal amount, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner's own account without
transfer and (ii) such Exchange has been effected in compliance with the
transfer restrictions applicable to the Restricted Global Notes and pursuant to
and in accordance with the Securities Act, and in compliance with any applicable
blue sky securities laws of any state of the United States. Upon consummation of
the proposed Exchange in accordance with the terms of the Indenture, the
beneficial interest issued will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the relevant Restricted
Global Note and in the Indenture and the Securities Act.

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.

                                       _________________________________________
                                              [Insert Name of Transferor]

                                       By: _____________________________________

                                       C-2

<PAGE>

                                           Name:
                                           Title:

Dated: _______________________

                                       C-3

<PAGE>

                                                                       EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Simmons Company
One Concourse Parkway, Suite 800
Atlanta, Georgia 30328

Wells Fargo Bank Minnesota, National Association
213 Court St., Suite 703
Middletown, CT 06457

         Re: 7.875% Senior Subordinated Notes due 2014

         Reference is hereby made to the Indenture, dated as of December 19,
2003 (the "Indenture"), among Simmons Company, a Delaware corporation, as issuer
(the "Company"), the Guarantors party thereto and Wells Fargo Bank Minnesota,
National Association, as trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.

         In connection with our proposed purchase of $ _________________________
aggregate principal amount of:

         (a) [ ] a beneficial interest in a Global Note, or

         (b) [ ] a Definitive Note,

         we confirm that:

         1. We understand that any subsequent transfer of the Notes or any
interest therein is subject to certain restrictions and conditions set forth in
the Indenture and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Notes or any interest therein except in
compliance with, such restrictions and conditions and the Securities Act of
1933, as amended (the "Securities Act").

         2. We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Company or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (C) to an institutional "accredited investor" (as
defined below) that, prior to such transfer, furnishes (or has furnished on its
behalf by a U.S. broker-dealer) to you and to the Company a signed letter
substantially in the form of this letter and an Opinion of Counsel in form
reasonably acceptable to the Company to the effect that such transfer is in
compliance with the Securities Act, (D) outside the United States in accordance
with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the
provisions of Rule 144(k) under the Securities Act or (F) pursuant to an
effective registration statement under the Securities Act, and we further agree
to provide to any Person purchasing the Definitive Note or beneficial interest
in a Global Note from us in a transaction meeting the requirements of clauses
(A) through (E) of this paragraph a notice advising such purchaser that resales
thereof are restricted as stated herein.

                                       D-1

<PAGE>

         3. We understand that, on any proposed resale of the Notes or
beneficial interest therein, we will be required to furnish to you and the
Company such certifications, legal opinions and other information as you and the
Company may reasonably require to confirm that the proposed sale complies with
the foregoing restrictions. We further understand that the Notes purchased by us
will bear a legend to the foregoing effect.

         4. We are an institutional "accredited investor" (as defined in Rule
501(a)(l), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes, and we and
any accounts for which we are acting are each able to bear the economic risk of
our or its investment.

         5. We are acquiring the Notes or beneficial interest therein purchased
by us for our own account or for one or more accounts (each of which is an
institutional "accredited investor") as to each of which we exercise sole
investment discretion.

         You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.

                                    ____________________________________________
                                       [Insert Name of Accredited Investor]

                                    By:_________________________________________
                                      Name:
                                      Title:

Dated: _______________________

                                       D-2

<PAGE>

                                                                       EXHIBIT E

                         [FORM OF NOTATION OF GUARANTEE]

         For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture dated as of December 19, 20003 (the "Indenture")
among THL Bedding Company, a Delaware corporation, to be merged ultimately with
and into Simmons Company, a Delaware Corporation (the "Company"), Simmons
Company, a Delaware corporation, as in existence prior to the mergers, Simmons
Holdings, Inc., a Delaware corporation, as in existence prior to the mergers,
the Guarantors party thereto and Wells Fargo Bank Minnesota, National
Association, as trustee (the "Trustee"), (a) the due and punctual payment of the
principal of, premium and Special Interest, if any, and interest on, the Notes,
whether at maturity, by acceleration, redemption or otherwise, the due and
punctual payment of interest on overdue principal of and interest on the Notes,
if any, if lawful, and the due and punctual performance of all other obligations
of the Company to the Holders or the Trustee all in accordance with the terms of
the Indenture and (b) in case of any extension of time of payment or renewal of
any Notes or any of such other obligations, that the same will be promptly paid
in full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise. The
obligations of the Guarantors to the Holders of Notes and to the Trustee
pursuant to the Note Guarantee and the Indenture are expressly set forth in
Article 11 of the Indenture and reference is hereby made to the Indenture for
the precise terms of the Note Guarantee. Each Holder of a Note, by accepting the
same, (a) agrees to and shall be bound by such provisions (b) authorizes and
directs the Trustee, on behalf of such Holder, to take such action as may be
necessary or appropriate to effectuate the subordination as provided in the
Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such
purpose; provided, however, that the Indebtedness evidenced by this Note
Guarantee shall cease to be so subordinated and subject in right of payment upon
any defeasance of this Note in accordance with the provisions of the Indenture.

         Capitalized terms used but not defined herein have the meanings given
to them in the Indenture.

                                    [NAME OF GUARANTOR(S)]

                                    By:_________________________________________
                                    Name:
                                    Title:

                                      E-1

<PAGE>

                                                                       EXHIBIT F

                         [FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS]

         SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
200_, among _________________ (the "Guaranteeing Subsidiary"), a subsidiary of
Simmons Company (or its permitted successor), a Delaware corporation (the
"Company"),the Company, the other Guarantors (as defined in the Indenture
referred to herein) and Wells Fargo Bank Minnesota, National Association, as
trustee under the Indenture referred to below (the "Trustee").

                               W I T N E S S E T H

         WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "Indenture"),dated as of December 19,20003 providing
for the issuance of 7.875% Senior Subordinated Notes due 2014 (the "Notes");

         WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "Note Guarantee");and

         WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

         NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

         1.       CAPITALIZED TERMS. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.

         2.       AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby
agrees to provide an unconditional Guarantee on the terms and subject to the
conditions set forth in the Note Guarantee and in the indenture including but
not limited to Article 11 thereof.

         4.       NO RECOURSE AGAINST OTHERS. No past, present or future
director, officer, employee, incorporator, stockholder or agent of the
Guaranteeing Subsidiary, as such, shall have any liability for any obligations
of the Company or any Guaranteeing Subsidiary under the Notes, any Note
Guarantees, the Indenture or this Supplemental Indenture or for any claim based
on, in respect of, or by reason of, such obligations or their creation. Each
Holder of the Notes by accepting a Note waives and releases all such liability.
The waiver and release are part of the consideration for issuance of the Notes.
Such waiver may not be effective to waive liabilities under the federal
securities laws and it is the view of the SEC that such a waiver is against
public policy.

         5.       NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW
YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT
WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT
THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED
THEREBY.

                                      F-1

<PAGE>

         6.       COUNTERPARTS. The parties may sign any number of copies of
this Supplemental Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement.

         7.       EFFECT OF HEADINGS. The Section headings herein are for
convenience only and shall not affect the construction hereof.

         8.       THE TRUSTEE. The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made solely by the Guaranteeing Subsidiary and the
Company.

                         [Signatures on following page]

                                      F-2

<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all as of the date first above
written.

         Dated ___________, 20__

                                    [GUARANTEEING SUBSIDIARY]

                                    By:_________________________________________
                                    Name:
                                    Title:

                                    SIMMONS COMPANY

                                    By:_________________________________________
                                    Name:
                                    Title:

                                    [EXISTING GUARANTORS]

                                    By:_________________________________________
                                    Name:
                                    Title:

                                    WELLS FARGO BANK MINNESOTA, NATIONAL
                                    ASSOCIATION,
                                      as Trustee

                                    By: ________________________________________
                                        Authorized Signatory

                                      F-3