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                                                                     EXHIBIT 4.2

                                                                  EXECUTION COPY

                               THL BEDDING COMPANY

                      to be merged ultimately with and into

                             SIMMONS HOLDINGS, INC.

                           and renamed Simmons Company

                    7.875% SENIOR SUBORDINATED NOTES DUE 2014

                      unconditionally guaranteed as to the
                         payment of principal, premium,
                             if any, and interest by
               the Guarantors listed on the signature pages hereto

                   EXCHANGE AND REGISTRATION RIGHTS AGREEMENT

                                                               December 19, 2003
Goldman, Sachs & Co.,
Deutsche Bank Securities,
UBS Securities LLC
   As representatives of the several Purchasers
   named in Schedule I to the Purchase Agreement
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

Ladies and Gentlemen:

         THL Bedding Company, a Delaware corporation (the "Company"), proposes
to issue and sell to the Purchasers (as defined herein) upon the terms set forth
in the Purchase Agreement (as defined herein) its 7.875% Senior Subordinated
Notes due 2014.

         Pursuant to the terms of stock purchase agreements, dated as of
November 17, 2003 and November 21, 2003, the Company proposes to acquire all the
issued and outstanding capital stock of Simmons Holdings, Inc., a Delaware
corporation ("Holdings") (the "Acquisition"). Following the consummation of the
Acquisition, (i) the Company's obligations under the Securities (as defined
herein) will be jointly and severally guaranteed on a senior subordinated basis
by the Guarantors listed on the signature pages hereto and (ii) the Company
shall be merged (the "First Merger") with and

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into Holdings, with Holdings being the surviving entity, and, concurrently with
the First Merger, Simmons Company, a Delaware corporation ("Old Simmons") shall
merge (the "Second Merger" and, together with the First Merger, the "Mergers")
with and into Holdings, with Holdings being the surviving entity and being
renamed "Simmons Company." Upon the effectiveness of the Mergers, Holdings shall
succeed to all the rights and obligations and own all the assets of the Company
and Old Simmons (collectively, the "Acquired Business"). For purposes of this
Agreement, the defined term "Company" shall mean THL Bedding Company as of the
date hereof and shall mean Holdings (as successor by merger to the Company) upon
effectiveness of the Mergers. The representations, warranties, agreements and
obligations of the Guarantors contained herein shall become binding on the
Guarantors at the Time of Delivery (as defined in the Purchase Agreement), at
which time the Guarantors will sign this Agreement.

         As an inducement to the Purchasers to enter into the Purchase Agreement
and in satisfaction of a condition to the obligations of the Purchasers
thereunder, the Company and the Guarantors agree with the Purchasers for the
benefit of holders (as defined herein) from time to time of the Registrable
Securities (as defined herein) as follows:

         1.    Certain Definitions. For purposes of this Exchange and
Registration Rights Agreement, the following terms shall have the following
respective meanings:

         "Base Interest" shall mean the interest that would otherwise accrue on
     the Securities under the terms thereof and the Indenture, without giving
     effect to the provisions of this Agreement.

         The term "broker-dealer" shall mean any broker or dealer registered
     with the Commission under the Exchange Act.

         "Closing Date" shall mean the date on which the Securities are
     initially issued.

         "Commission" shall mean the United States Securities and Exchange
     Commission, or any other federal agency at the time administering the
     Exchange Act or the Securities Act, whichever is the relevant statute for
     the particular purpose.

         "Effective Time," in the case of (i) an Exchange Registration, shall
     mean the time and date as of which the Commission declares the Exchange
     Registration Statement effective or as of which the Exchange Registration
     Statement otherwise becomes effective and (ii) a Shelf Registration, shall
     mean the time and date as of which the Commission declares the Shelf
     Registration Statement effective or as of which the Shelf Registration
     Statement otherwise becomes effective.

         "Electing Holder" shall mean any holder of Registrable Securities that
     has returned a completed and signed Notice and Questionnaire to the Company
     in accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

         "Exchange Act" shall mean the Securities Exchange Act of 1934, or any
     successor thereto, as the same shall be amended from time to time.

         "Exchange Offer" shall have the meaning assigned thereto in Section
     2(a) hereof.

         "Exchange Registration" shall have the meaning assigned thereto in
     Section 3(c) hereof.

         "Exchange Registration Statement" shall have the meaning assigned
     thereto in Section 2(a) hereof.

         "Exchange Securities" shall have the meaning assigned thereto in
     Section 2(a) hereof.

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         "Guarantor" shall have the meaning assigned thereto in the Indenture.

         The term "holder" shall mean each of the Purchasers and other persons
     who acquire Registrable Securities from time to time (including any
     successors or assigns), in each case for so long as such person owns any
     Registrable Securities.

         "Indenture" shall mean the Indenture, dated as of December 19, 2003,
     among the Company, the Guarantors and Wells Fargo Bank Minnesota, National
     Association, as Trustee, as the same shall be amended from time to time.

         "Notice and Questionnaire" means a Notice of Registration Statement and
     Selling Securityholder Questionnaire substantially in the form of Exhibit A
     hereto.

         The term "person" shall mean a corporation, association, partnership,
     organization, business, individual, government or political subdivision
     thereof or governmental agency.

         "Purchase Agreement" shall mean the Purchase Agreement, dated as of
     December 10, 2003 among the Purchasers, the Company, the Guarantors and THL
     Bedding Company, relating to the Securities.

         "Purchasers" shall mean the Purchasers named in Schedule I to the
     Purchase Agreement.

         "Registrable Securities" shall mean the Securities; provided, however,
     that a Security shall cease to be a Registrable Security when (i) in the
     circumstances contemplated by Section 2(a) hereof, the Security has been
     exchanged for an Exchange Security in an Exchange Offer as contemplated in
     Section 2(a) hereof (provided that any Exchange Security that, pursuant to
     the last two sentences of Section 2(a), is included in a prospectus for use
     in connection with resales by broker-dealers shall be deemed to be a
     Registrable Security with respect to Sections 5, 6 and 9 until resale of
     such Registrable Security has been effected within the 90-day period
     referred to in Section 2(a)); (ii) in the circumstances contemplated by
     Section 2(b) hereof, a Shelf Registration Statement registering such
     Security under the Securities Act has been declared or becomes effective
     and such Security has been sold or otherwise transferred by the holder
     thereof pursuant to and in a manner contemplated by such effective Shelf
     Registration Statement; (iii) such Security is sold pursuant to Rule 144
     under circumstances in which any legend borne by such Security relating to
     restrictions on transferability thereof, under the Securities Act or
     otherwise, is removed by the Company or pursuant to the Indenture; (iv)
     such Security is eligible to be sold pursuant to paragraph (k) of Rule 144;
     or (v) such Security shall cease to be outstanding.

         "Registration Default" shall have the meaning assigned thereto in
     Section 2(c) hereof.

         "Registration Expenses" shall have the meaning assigned thereto in
     Section 4 hereof.

         "Resale Period" shall have the meaning assigned thereto in Section 2(a)
     hereof.

         "Restricted Holder" shall mean (i) a holder that is an affiliate of the
     Company within the meaning of Rule 405, (ii) a holder who acquires Exchange
     Securities outside the ordinary course of such holder's business, (iii) a
     holder who has arrangements or understandings with any person to
     participate in the Exchange Offer for the purpose of distributing Exchange
     Securities and (iv) a holder that is a broker-dealer, but only with respect
     to Exchange

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     Securities received by such broker-dealer pursuant to an Exchange Offer in
     exchange for Registrable Securities acquired by the broker-dealer directly
     from the Company.

         "Rule 144," "Rule 405" and "Rule 415" shall mean, in each case, such
     rule promulgated under the Securities Act (or any successor provision), as
     the same shall be amended from time to time.

         "Securities" shall mean, collectively, the 7.875% Senior Subordinated
     Notes due 2014 of the Company to be issued and sold to the Purchasers, and
     securities issued in exchange therefor or in lieu thereof pursuant to the
     Indenture. Each Security is entitled to the benefit of the guarantee
     provided for in the Indenture (the "Guarantee") and, unless the context
     otherwise requires, any reference herein to a "Security," an "Exchange
     Security" or a "Registrable Security" shall include a reference to the
     related Guarantee.

         "Securities Act" shall mean the Securities Act of 1933, or any
     successor thereto, as the same shall be amended from time to time.

         "Shelf Registration" shall have the meaning assigned thereto in Section
     2(b) hereof.

         "Shelf Registration Statement" shall have the meaning assigned thereto
     in Section 2(b) hereof.

         "Special Interest" shall have the meaning assigned thereto in Section
     2(c) hereof.

         "Trust Indenture Act" shall mean the Trust Indenture Act of 1939, or
     any successor thereto, and the rules, regulations and forms promulgated
     thereunder, all as the same shall be amended from time to time.

            Unless the context otherwise requires, any reference herein to
a "Section" or "clause" refers to a Section or clause, as the case may be, of
this Exchange and Registration Rights Agreement, and the words "herein,"
"hereof" and "hereunder" and other words of similar import refer to this
Exchange and Registration Rights Agreement as a whole and not to any particular
Section or other subdivision.

            2.    Registration Under the Securities Act.

       (a) Except as set forth in Section 2(b) below, the Company and the
     Guarantors agree to file under the Securities Act no later than 90 days
     after the Closing Date, a registration statement relating to an offer to
     exchange (such registration statement, the "Exchange Registration
     Statement", and such offer, the "Exchange Offer") any and all of the
     Securities for a like aggregate principal amount of debt securities issued
     by the Company and guaranteed by the Guarantors, which debt securities and
     guarantees are substantially identical to the Securities and the related
     Guarantees, respectively (and are entitled to the benefits of a trust
     indenture which is substantially identical to the Indenture or is the
     Indenture and which has been qualified under the Trust Indenture Act),
     except that they have been registered pursuant to an effective registration
     statement under the Securities Act and do not contain provisions for the
     additional interest contemplated in Section 2(c) below (such new debt
     securities hereinafter called "Exchange Securities"). The Company and the
     Guarantors agree to use all commercially reasonable efforts to cause the
     Exchange Registration Statement to become effective under the Securities
     Act no later than 180 days after the Closing Date. The Exchange Offer will
     be registered under the Securities Act on the appropriate form and will
     comply with all applicable tender offer rules and regulations under the
     Exchange Act. The Company and the Guarantors further agree to use all

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     commercially reasonable efforts to issue, on or prior to 45 days after the
     Exchange Registration Statement was declared effective by the Commission,
     or longer if required by the Exchange Act, Exchange Securities for all
     Registrable Securities that have been properly tendered and not withdrawn
     on or prior to the expiration of the Exchange Offer. The Exchange Offer
     will be deemed to have been "completed" only if the debt securities and
     related guarantees received by holders other than Restricted Holders in the
     Exchange Offer for Registrable Securities are, upon receipt, transferable
     by each such holder without restriction under the Securities Act and the
     Exchange Act and without material restrictions under the blue sky or
     securities laws of a substantial majority of the States of the United
     States of America. The Exchange Offer shall be deemed to have been
     completed upon the earlier to occur of (i) the Company having exchanged the
     Exchange Securities for all outstanding Registrable Securities pursuant to
     the Exchange Offer and (ii) the Company having exchanged, pursuant to the
     Exchange Offer, Exchange Securities for all Registrable Securities that
     have been properly tendered and not withdrawn before the expiration of the
     Exchange Offer, which shall be on a date that is at least 30 days following
     the commencement of the Exchange Offer. The Company agrees (x) to include
     in the Exchange Registration Statement a prospectus for use in any resales
     by any holder of Exchange Securities that is a broker-dealer and (y) to
     keep such Exchange Registration Statement effective for a period (the
     "Resale Period") beginning when Exchange Securities are first issued in the
     Exchange Offer and ending upon the earlier of the expiration of the 180th
     day after the Exchange Offer has been completed or such time as such
     broker-dealers no longer own any Registrable Securities. With respect to
     such Exchange Registration Statement, such holders shall have the benefit
     of the rights of indemnification and contribution set forth in Sections
     6(a), (c), (d) and (e) hereof.

         (b) If (i) the Exchange Offer is not permitted by applicable law or
     Commission policy; or (ii) prior to the consummation of the Exchange Offer,
     existing Commission interpretations are changed such that the debt
     securities received by holders in the Exchange Offer would not be
     transferable without restriction under the Securities Act; or (iii) prior
     to the 20th business day following the consummation of the Exchange Offer,
     any holder notifies the Company in writing that it holds any Registrable
     Securities that have, or that are reasonably likely to be determined to
     have, the status of an unsold allotment in the initial distribution of the
     Registrable Securities, or any holder notifies the Company in writing that
     it believes that it is not entitled to participate in the Exchange Offer
     and such holder has not received a written opinion of counsel to the
     Company to the effect that such holder is legally permitted to participate
     in the Exchange Offer; the Company shall, in lieu of (or, in the case of
     clause (iii), in addition to) conducting the Exchange Offer contemplated by
     Section 2(a), file under the Securities Act no later than the later of 90
     days after the time such obligation to file arises, a "shelf" registration
     statement providing for the registration of, and the sale on a continuous
     or delayed basis by the holders of, all of the Registrable Securities,
     pursuant to Rule 415 or any similar rule that may be adopted by the
     Commission (such filing, the "Shelf Registration" and such registration
     statement, the "Shelf Registration Statement"). The Company and the
     Guarantors agree to use all commercially reasonable efforts (x) to cause
     the Shelf Registration Statement to become or be declared effective no
     later than 180 days after such Shelf Registration Statement is filed and to
     keep such Shelf Registration Statement continuously effective for a period
     ending on the earlier of the second anniversary of the Effective Time or
     such time as there are no longer any Registrable Securities outstanding,
     provided, however, that no holder shall be entitled to be named as a
     selling securityholder in the Shelf Registration Statement or to use the
     prospectus forming a part thereof for resales of Registrable Securities
     unless such holder is an Electing Holder, and (y) after the Effective Time
     of the Shelf Registration Statement, promptly upon the request of any
     holder of Registrable Securities that is not then an Electing Holder, to
     take any action

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     reasonably necessary to enable such holder to use the prospectus forming a
     part thereof for resales of Registrable Securities, including, without
     limitation, any action necessary to identify such holder as a selling
     securityholder in the Shelf Registration Statement, provided, however, that
     nothing in this Clause (y) shall relieve any such holder of the obligation
     to return a completed and signed Notice and Questionnaire to the Company in
     accordance with Section 3(d)(iii) hereof. The Company and the Guarantors
     further agree to supplement or make amendments to the Shelf Registration
     Statement, as and when required by the rules, regulations or instructions
     applicable to the registration form used by the Company and the Guarantors
     for such Shelf Registration Statement or by the Securities Act or rules and
     regulations thereunder for shelf registration, and the Company agrees to
     furnish to each Electing Holder copies of any such supplement or amendment
     prior to its being used or promptly following its filing with the
     Commission.

         (c) In the event that (i) the Company and the Guarantors have not filed
     the Exchange Registration Statement or Shelf Registration Statement on or
     before the date on which such registration statement is required to be
     filed pursuant to Section 2(a) or 2(b), respectively, or (ii) such Exchange
     Registration Statement or Shelf Registration Statement has not become
     effective or been declared effective by the Commission on or before the
     date on which such registration statement is required to become or be
     declared effective pursuant to Section 2(a) or 2(b), respectively, or (iii)
     the Exchange Offer has not been completed within 45 days after the initial
     effective date of the Exchange Registration Statement relating to the
     Exchange Offer (if the Exchange Offer is then required to be made) or (iv)
     any Exchange Registration Statement or Shelf Registration Statement
     required by Section 2(a) or 2(b) hereof is filed and declared effective but
     shall thereafter either be withdrawn by the Company or shall become subject
     to an effective stop order issued pursuant to Section 8(d) of the
     Securities Act suspending the effectiveness of such registration statement
     (except as specifically permitted herein) without being succeeded
     immediately by an additional registration statement filed and declared
     effective (each such event referred to in clauses (i) through (iv), a
     "Registration Default" and each period during which a Registration Default
     has occurred and is continuing, a "Registration Default Period"), then, as
     liquidated damages for such Registration Default, subject to the provisions
     of Section 9(b), special interest ("Special Interest"), in addition to the
     Base Interest, shall accrue at a per annum rate of 0.25% for the first 90
     days of the Registration Default Period, at a per annum rate of 0.50% for
     the second 90 days of the Registration Default Period, at a per annum rate
     of 0.75% for the third 90 days of the Registration Default Period and at a
     per annum rate of 1.0% thereafter for the remaining portion of the
     Registration Default Period.

         (d) The Company shall take, and shall cause each Guarantor to take, all
     commercially reasonable actions necessary or advisable to be taken by it to
     ensure that the transactions contemplated herein are effected as so
     contemplated, including all actions necessary or desirable to register the
     Guarantees under the registration statement contemplated in Section 2(a) or
     2(b) hereof, as applicable.

         (e) Any reference herein to a registration statement as of any time
     shall be deemed to include any document incorporated, or deemed to be
     incorporated, therein by reference as of such time and any reference herein
     to any post-effective amendment to a registration statement as of any time
     shall be deemed to include any document incorporated, or deemed to be
     incorporated, therein by reference as of such time.

         (f) Notwithstanding anything herein to the contrary, the Company may
     suspend the use of any prospectus for a period not to exceed 45 days in any
     twelve-month period if (i) such action is required by applicable law; or
     (ii) due to the existence of material non-public

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     information, disclosure of such material non-public information would be
     required to make the statements contained in the applicable registration
     statement not misleading (including for the avoidance of doubt, the
     pendency of an acquisition, disposition or public or private offering by
     the Company), and the Company has a bona fide business purpose for
     preserving as confidential such material non-public information to avoid
     premature public disclosure of a pending corporate transaction, including
     pending acquisitions or divestitures of assets, mergers and combinations
     and similar events; provided that (x) the Company promptly thereafter
     complies with the requirements of Section 3(c) and/or 3(d), as applicable,
     and (y) the Exchange Offer Registration Period and/or the Shelf
     Registration Period, as applicable, shall be extended by the number of days
     during which such Exchange Offer Registration Statement and/or Shelf
     Registration Statement was not effective or usable pursuant to the
     foregoing provisions.

            3.    Registration Procedures.

                  If the Company and the Guarantors file a registration
statement pursuant to Section 2(a) or Section 2(b), the following provisions
shall apply:

         (a) At or before the Effective Time of the Exchange Offer or the Shelf
     Registration, as the case may be, the Company shall qualify the Indenture
     under the Trust Indenture Act.

         (b) In the event that such qualification would require the appointment
     of a new trustee under the Indenture, the Company shall appoint a new
     trustee thereunder pursuant to the applicable provisions of the Indenture.

         (c) In connection with the Company's and the Guarantors' obligations
     with respect to the registration of Exchange Securities as contemplated by
     Section 2(a) (the "Exchange Registration"), if applicable, the Company and
     the Guarantors shall, as soon as practicable (or as otherwise specified):

              (i)    prepare and file with the Commission, no later than 90 days
       after the Closing Date, an Exchange Registration Statement on any form
       which may be utilized by the Company and the Guarantors and which shall
       permit the Exchange Offer and resales of Exchange Securities by
       broker-dealers during the Resale Period to be effected as contemplated by
       Section 2(a), and use all commercially reasonable efforts to cause such
       Exchange Registration Statement to become effective as soon as
       practicable thereafter, but no later than 180 days after the Closing
       Date;

              (ii)   as soon as practicable prepare and file with the Commission
       such amendments and supplements to such Exchange Registration Statement
       and the prospectus included therein as may be necessary to effect and
       maintain the effectiveness of such Exchange Registration Statement for
       the periods and purposes contemplated in Section 2(a) hereof and as may
       be required by the applicable rules and regulations of the Commission and
       the instructions applicable to the form of such Exchange Registration
       Statement, and promptly provide each broker-dealer holding Exchange
       Securities with such number of copies of the prospectus included therein
       (as then amended or supplemented), in conformity in all material respects
       with the requirements of the Securities Act and the Trust Indenture Act
       and the rules and regulations of the Commission thereunder, as such
       broker-dealer reasonably may request prior to the expiration of the
       Resale Period, for use in connection with resales of Exchange Securities;

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              (iii)  promptly notify each broker-dealer that has requested or
       received copies of the prospectus included in such registration
       statement, and confirm such advice in writing, (A) when such Exchange
       Registration Statement or the prospectus included therein or any
       prospectus amendment or supplement or post-effective amendment has been
       filed, and, with respect to such Exchange Registration Statement or any
       post-effective amendment, when the same has become effective, (B) of any
       comments by the Commission and by the blue sky or securities commissioner
       or regulator of any state with respect thereto or any request by the
       Commission for amendments or supplements to such Exchange Registration
       Statement or prospectus or for additional information, (C) of the
       issuance by the Commission of any stop order suspending the effectiveness
       of such Exchange Registration Statement or the initiation or threatening
       of any proceedings for that purpose, (D) if at any time the
       representations and warranties of the Company contemplated by Section 5
       cease to be true and correct in all material respects, (E) of the receipt
       by the Company of any notification with respect to the suspension of the
       qualification of the Exchange Securities for sale in any jurisdiction or
       the initiation or threatening of any proceeding for such purpose, or (F)
       at any time during the Resale Period when a prospectus is required to be
       delivered under the Securities Act, that such Exchange Registration
       Statement, prospectus, prospectus amendment or supplement or
       post-effective amendment does not conform in all material respects to the
       applicable requirements of the Securities Act and the Trust Indenture Act
       and the rules and regulations of the Commission thereunder or contains an
       untrue statement of a material fact or omits to state any material fact
       required to be stated therein or necessary to make the statements therein
       not misleading in light of the circumstances then existing

              (iv)   in the event that the Company and the Guarantors would be
       required, pursuant to Section 3(e)(iii)(F) above, to notify any
       broker-dealers holding Exchange Securities, as soon as practicable
       prepare and furnish to each such holder a reasonable number of copies of
       a prospectus supplemented or amended so that, as thereafter delivered to
       purchasers of such Exchange Securities during the Resale Period, such
       prospectus shall conform in all material respects to the applicable
       requirements of the Securities Act and the Trust Indenture Act and the
       rules and regulations of the Commission thereunder and shall not contain
       an untrue statement of a material fact or omit to state a material fact
       required to be stated therein or necessary to make the statements therein
       not misleading in light of the circumstances then existing;

              (v)    use all commercially reasonable efforts to obtain the
       withdrawal of any order suspending the effectiveness of such Exchange
       Registration Statement or any post-effective amendment thereto at the
       earliest practicable date;

              (vi)   use all commercially reasonable efforts to (A) register or
       qualify the Exchange Securities under the securities laws or blue sky
       laws of such jurisdictions as are contemplated by Section 2(a) no later
       than the commencement of the Exchange Offer, (B) keep such registrations
       or qualifications in effect and comply with such laws so as to permit the
       continuance of offers, sales and dealings therein in such jurisdictions
       until the expiration of the Resale Period and (C) take any and all other
       actions as may be reasonably necessary or advisable to enable each
       broker-dealer holding Exchange Securities to consummate the disposition
       thereof in such jurisdictions; provided, however, that neither the
       Company nor any of the Guarantors shall be required for any such purpose
       to (1) qualify as a foreign corporation in any

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       jurisdiction wherein it would not otherwise be required to qualify but
       for the requirements of this Section 3(c)(vi), (2) consent to general
       service of process in any such jurisdiction or (3) make any changes to
       its certificate of incorporation or by-laws or any agreement between it
       and its stockholders;

              (vii)  use all commercially reasonable efforts to obtain the
       consent or approval of each governmental agency or authority, whether
       federal, state or local, which may be required to effect the Exchange
       Registration, the Exchange Offer and the offering and sale of Exchange
       Securities by broker-dealers during the Resale Period;

              (viii) provide a CUSIP number for all Exchange Securities, not
       later than the applicable Effective Time; and

              (ix)   comply with all applicable rules and regulations of the
       Commission, and make generally available to its securityholders as soon
       as practicable but no later than eighteen months after the effective date
       of such Exchange Registration Statement, an earning statement of the
       Company and its subsidiaries complying with Section 11(a) of the
       Securities Act (including, at the option of the Company, Rule 158
       thereunder).

         (d) In connection with the Company's and the Guarantors' obligations
     with respect to the Shelf Registration, if applicable, the Company and the
     Guarantors shall, as soon as practicable (or as otherwise specified):

              (i)    prepare and file with the Commission, within the time
       periods specified in Section 2(b), a Shelf Registration Statement on any
       form which may be utilized by the Company and which shall register all of
       the Registrable Securities for resale by the holders thereof in
       accordance with such method or methods of disposition as may be specified
       by such of the holders as, from time to time, may be Electing Holders and
       use their best efforts to cause such Shelf Registration Statement to
       become effective within the time periods specified in Section 2(b);

              (ii)   not less than 30 calendar days prior to the Effective Time
       of the Shelf Registration Statement, mail the Notice and Questionnaire to
       the holders of Registrable Securities; no holder shall be entitled to be
       named as a selling securityholder in the Shelf Registration Statement as
       of the Effective Time, and no holder shall be entitled to use the
       prospectus forming a part thereof for resales of Registrable Securities
       at any time, unless such holder has returned a completed and signed
       Notice and Questionnaire to the Company by the deadline for response set
       forth therein, with responses reasonably satisfactory to the Company;
       provided, however, holders of Registrable Securities shall have at least
       28 calendar days from the date on which the Notice and Questionnaire is
       first mailed to such holders to return a completed and signed Notice and
       Questionnaire to the Company;

              (iii)  after the Effective Time of the Shelf Registration
       Statement, upon the request of any holder of Registrable Securities that
       is not then an Electing Holder, promptly send a Notice and Questionnaire
       to such holder; provided that the Company shall not be required to take
       any action to name such holder as a selling securityholder in the Shelf
       Registration Statement or to enable such holder to use the prospectus
       forming a part thereof for resales of Registrable Securities until the
       later of the 10th business day following receipt by the Company of the
       Notice and Questionnaire and the next update date as hereinafter
       specified. The update dates are the last business day of each February,
       April, June, August, October and

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       December, provided that the first update date shall not be earlier than
       the 45th day following the Effective Time of the Shelf Registration
       Statement;

              (iv)   as soon as practicable prepare and file with the Commission
       such amendments and supplements to such Shelf Registration Statement and
       the prospectus included therein as may be necessary to effect and
       maintain the effectiveness of such Shelf Registration Statement for the
       period specified in Section 2(b) hereof and as may be required by the
       applicable rules and regulations of the Commission and the instructions
       applicable to the form of such Shelf Registration Statement, and furnish
       to the Electing Holders copies of any such supplement or amendment
       simultaneously with or prior to its being used or filed with the
       Commission;

              (v)    comply with the provisions of the Securities Act with
       respect to the disposition of all of the Registrable Securities covered
       by such Shelf Registration Statement in accordance with the intended
       methods of disposition by the Electing Holders provided for in such Shelf
       Registration Statement;

              (vi)   provide (A) the Electing Holders, (B) the underwriters
       (which term, for purposes of this Exchange and Registration Rights
       Agreement, shall include a person deemed to be an underwriter within the
       meaning of Section 2(a)(11) of the Securities Act), if any, thereof, (C)
       any sales or placement agent therefor, (D) counsel for any such
       underwriter or agent and (E) not more than one counsel for all the
       Electing Holders, each prospectus included in such Shelf Registration
       Statement and each amendment or supplement thereto, which documents will
       be subject to the review of such Electing Holders, underwriters, sales or
       placement agents in connection with such sale, counsel and the
       Purchasers, for a period of at least five business days, and the Company
       will not file any such Registration Statement or prospectus or any
       amendment or supplement to any such Registration Statement or prospectus
       (including all such documents incorporated by reference) to which a
       Purchaser of Registrable Securities covered by such Registration
       Statement or the underwriters, if any, shall reasonably object in writing
       within five business days after the receipt thereof (such objection to be
       deemed timely made upon confirmation of telecopy transmission within such
       period). The objection of a Purchaser or underwriter, if any, shall be
       deemed to be reasonable if such Registration Statement, amendment,
       prospectus or supplement, as applicable, as proposed to be filed,
       contains an untrue statement of a material fact or omits to state a
       material fact necessary to make the statement therein not misleading;

              (vii)  for a reasonable period prior to the filing of such Shelf
       Registration Statement, and throughout the period specified in Section
       2(b), make available at reasonable times at the Company's principal place
       of business or such other reasonable place for inspection by the persons
       referred to in Section 3(d)(vi) who shall certify to the Company that
       they have a current intention to sell the Registrable Securities pursuant
       to the Shelf Registration such financial and other information and books
       and records of the Company, and cause the officers, employees, counsel
       and independent certified public accountants of the Company to respond to
       such inquiries, as shall be reasonably necessary, in the judgment of the
       respective counsel referred to in such Section, to conduct a reasonable
       investigation within the meaning of Section 11 of the Securities Act;
       provided, however, that each such party shall be required to maintain in
       confidence and not to disclose to any other person any information or
       records reasonably designated by the Company as being

                                       10

<PAGE>

       confidential (A) until such time as such information becomes a matter of
       public record (whether by virtue of its inclusion in such registration
       statement or otherwise), or (B) until such time as such person shall be
       required so to disclose such information pursuant to a subpoena or order
       of any court or other governmental agency or body having jurisdiction
       over the matter (subject to the requirements of such order, and only
       after such person shall have given the Company prompt prior written
       notice of such requirement), (C) until such time as such information is
       required to be set forth in such Shelf Registration Statement or the
       prospectus included therein or in an amendment to such Shelf Registration
       Statement or an amendment or supplement to such prospectus in order that
       such Shelf Registration Statement, prospectus, amendment or supplement,
       as the case may be, complies with applicable requirements of the federal
       securities laws and the rules and regulations of the Commission and does
       not contain an untrue statement of a material fact or omit to state
       therein a material fact required to be stated therein or necessary to
       make the statements therein not misleading in light of the circumstances
       then existing or (D) except that each such party may disclose to any and
       all persons, without limitation of any kind, the tax treatment and any
       facts that may be relevant to the tax structure of the matters covered by
       and relating to this Exchange and Registration Rights Agreement
       (including opinions or other tax analysis that are provided to such party
       relating to such tax treatment and tax structure); provided, however,
       that no such party shall disclose any other information that is not
       relevant to understanding the tax treatment and tax structure of the
       transaction (including the identity of any party and any information that
       could lead another to determine the identity of any party), or any other
       information to the extent that such disclosure could result in a
       violation of any federal or state securities law;

              (viii) promptly notify each of the Electing Holders, any sales or
       placement agent therefor and any underwriter thereof (which notification
       may be made through any managing underwriter that is a representative of
       such underwriter for such purpose) and confirm such advice in writing,
       (A) when such Shelf Registration Statement or the prospectus included
       therein or any prospectus amendment or supplement or post-effective
       amendment has been filed, and, with respect to such Shelf Registration
       Statement or any post-effective amendment, when the same has become
       effective, (B) of any comments by the Commission and by the blue sky or
       securities commissioner or regulator of any state with respect thereto or
       any request by the Commission for amendments or supplements to such Shelf
       Registration Statement or prospectus or for additional information, (C)
       of the issuance by the Commission of any stop order suspending the
       effectiveness of such Shelf Registration Statement or the initiation or
       threatening of any proceedings for that purpose, (D) if at any time the
       representations and warranties of the Company contemplated by Section
       3(d)(xvii) or Section 5 cease to be true and correct in all material
       respects, (E) of the receipt by the Company of any notification with
       respect to the suspension of the qualification of the Registrable
       Securities for sale in any jurisdiction or the initiation or threatening
       of any proceeding for such purpose, or (F) if at any time when a
       prospectus is required to be delivered under the Securities Act, that
       such Shelf Registration Statement, prospectus, prospectus amendment or
       supplement or post-effective amendment does not conform in all material
       respects to the applicable requirements of the Securities Act and the
       Trust Indenture Act and the rules and regulations of the Commission
       thereunder or contains an untrue statement of a material fact or omits to
       state any material fact required to be stated therein or necessary to
       make the statements therein not misleading in light of the circumstances
       then existing;

                                       11

<PAGE>

              (ix)   use all commercially reasonable efforts to obtain the
       withdrawal of any order suspending the effectiveness of such registration
       statement or any post-effective amendment thereto at the earliest
       practicable date;

              (x)    if requested by any managing underwriter or underwriters,
       any placement or sales agent or any Electing Holder, promptly incorporate
       in a prospectus supplement or post-effective amendment such information
       as is required by the applicable rules and regulations of the Commission
       and as such managing underwriter or underwriters, such agent or such
       Electing Holder specifies should be included therein relating to the
       terms of the sale of such Registrable Securities, including information
       with respect to the principal amount of Registrable Securities being sold
       by such Electing Holder or agent or to any underwriters, the name and
       description of such Electing Holder, agent or underwriter, the offering
       price of such Registrable Securities and any discount, commission or
       other compensation payable in respect thereof, the purchase price being
       paid therefor by such underwriters and with respect to any other terms of
       the offering of the Registrable Securities to be sold by such Electing
       Holder or agent or to such underwriters; and make all required filings of
       such prospectus supplement or post-effective amendment promptly after
       notification of the matters to be incorporated in such prospectus
       supplement or post-effective amendment;

              (xi)   furnish to each Electing Holder, each placement or sales
       agent, if any, therefor, each underwriter, if any, thereof and the
       respective counsel referred to in Section 3(d)(vi) an executed copy of
       such Shelf Registration Statement, each such amendment and supplement
       thereto (in each case including all exhibits thereto (in the case of an
       Electing Holder of Registrable Securities, upon request) and documents
       incorporated by reference therein) and such number of copies of such
       Shelf Registration Statement (excluding exhibits thereto and documents
       incorporated by reference therein unless specifically so requested by
       such Electing Holder, agent or underwriter, as the case may be) and of
       the prospectus included in such Shelf Registration Statement (including
       each preliminary prospectus and any summary prospectus), in conformity in
       all material respects with the applicable requirements of the Securities
       Act and the Trust Indenture Act and the rules and regulations of the
       Commission thereunder, and such other documents, as such Electing Holder,
       agent, if any, and underwriter, if any, may reasonably request in order
       to facilitate the offering and disposition of the Registrable Securities
       owned by such Electing Holder, offered or sold by such agent or
       underwritten by such underwriter and to permit such Electing Holder,
       agent and underwriter to satisfy the prospectus delivery requirements of
       the Securities Act; and the Company hereby consents to the use of such
       prospectus (including such preliminary and summary prospectus) and any
       amendment or supplement thereto by each such Electing Holder and by any
       such agent and underwriter, in each case in the form most recently
       provided to such person by the Company, in connection with the offering
       and sale of the Registrable Securities covered by the prospectus
       (including such preliminary and summary prospectus) or any supplement or
       amendment thereto;

              (xii)  use all commercially reasonable efforts to (A) register or
       qualify the Registrable Securities to be included in such Shelf
       Registration Statement under such securities laws or blue sky laws of
       such jurisdictions as any Electing Holder and each placement or sales
       agent, if any, therefor and underwriter, if any, thereof shall reasonably
       request, (B) keep such registrations or qualifications in effect and
       comply with such laws so as to permit the continuance of offers, sales
       and dealings therein

                                       12

<PAGE>

       in such jurisdictions during the period the Shelf Registration is
       required to remain effective under Section 2(b) above and for so long as
       may be necessary to enable any such Electing Holder, agent or underwriter
       to complete its distribution of Securities pursuant to such Shelf
       Registration Statement and (C) take any and all other actions as may be
       reasonably necessary or advisable to enable each such Electing Holder,
       agent, if any, and underwriter, if any, to consummate the disposition in
       such jurisdictions of such Registrable Securities; provided, however,
       that neither the Company nor any of the Guarantors shall be required for
       any such purpose to (1) qualify as a foreign corporation in any
       jurisdiction wherein it would not otherwise be required to qualify but
       for the requirements of this Section 3(d)(xii), (2) consent to general
       service of process in any such jurisdiction or (3) make any changes to
       its certificate of incorporation or by-laws or any agreement between it
       and its stockholders;

              (xiii) use all commercially reasonable efforts to obtain the
       consent or approval of each governmental agency or authority, whether
       federal, state or local, which may be required to effect the Shelf
       Registration or the offering or sale in connection therewith or to enable
       the selling holder or holders to offer, or to consummate the disposition
       of, their Registrable Securities;

              (xiv)  unless any Registrable Securities shall be in book-entry
       only form, cooperate with the Electing Holders and the managing
       underwriters, if any, to facilitate the timely preparation and delivery
       of certificates representing Registrable Securities to be sold, which
       certificates, if so required by any securities exchange upon which any
       Registrable Securities are listed, shall be penned, lithographed or
       engraved, or produced by any combination of such methods, on steel
       engraved borders, and which certificates shall not bear any restrictive
       legends; and, in the case of an underwritten offering, enable such
       Registrable Securities to be in such denominations and registered in such
       names as the managing underwriters may request at least two business days
       prior to any sale of the Registrable Securities;

              (xv)   provide a CUSIP number for all Registrable Securities, not
       later than the applicable Effective Time;

              (xvi)  enter into one or more underwriting agreements, engagement
       letters, agency agreements, "best efforts" underwriting agreements or
       similar agreements, as appropriate, including customary provisions
       relating to indemnification and contribution, and take such other actions
       in connection therewith as any Electing Holders aggregating at least 50%
       in aggregate principal amount of the Registrable Securities at the time
       outstanding shall request in order to expedite or facilitate the
       disposition of such Registrable Securities;

              (xvii) in the event an agreement of the type referred to in
       Section 3(d)(xvi) hereof is entered into, (A) make such representations
       and warranties to the Electing Holders and the placement or sales agent,
       if any, therefor and the underwriters, if any, thereof in form, substance
       and scope as are customarily made in connection with an offering of debt
       securities pursuant to any appropriate agreement or to a registration
       statement filed on the form applicable to the Shelf Registration; (B)
       obtain an opinion of counsel to the Company in customary form and
       covering such matters, of the type customarily covered by such an
       opinion, as the managing underwriters, if any, or as any Electing Holders
       of at least 20% in aggregate principal amount of the Registrable
       Securities at the time outstanding may reasonably request, addressed to
       such Electing Holder or Electing Holders and the placement or sales
       agent, if any, therefor

                                       13

<PAGE>

       and the underwriters, if any, thereof and dated the effective date of
       such Shelf Registration Statement (and if such Shelf Registration
       Statement contemplates an underwritten offering of a part or all of the
       Registrable Securities, dated the date of the closing under the
       underwriting agreement relating thereto) (it being agreed that the
       matters to be covered by such opinion shall include the due incorporation
       and good standing of the Company and the Guarantors; the due
       authorization, execution and delivery of the relevant agreement of the
       type referred to in Section 3(d)(xv) hereof; the due authorization,
       execution, authentication and issuance, and the validity and
       enforceability, of the Securities; the absence of material legal or
       governmental proceedings involving the Company; the absence of a breach
       by the Company or any Guarantor of, or a default under, material
       agreements binding upon the Company or any Guarantor; the absence of
       governmental approvals required to be obtained in connection with the
       Shelf Registration, the offering and sale of the Registrable Securities,
       this Exchange and Registration Rights Agreement or any agreement of the
       type referred to in Section 3(d)(xv) hereof, except such approvals as may
       be required under state securities or blue sky laws; the material
       compliance as to form of such Shelf Registration Statement and any
       documents incorporated by reference therein and of the Indenture with the
       requirements of the Securities Act and the Trust Indenture Act and the
       rules and regulations of the Commission thereunder, respectively; and, as
       of the date of the opinion and of the Shelf Registration Statement or
       most recent post-effective amendment thereto, as the case may be,
       including a statement to the effect that such counsel has participated in
       conferences with officers and other representatives of the Company and
       the Guarantors, representatives of the independent public accountants for
       the Company and the Guarantors, the Purchasers' representatives and the
       Purchasers' counsel in connection with the preparation of such
       Registration Statement and the related prospectus and have considered the
       matters required to be stated therein and the statements contained
       therein, although such counsel has not independently verified the
       accuracy, completeness or fairness of such statements; and that such
       counsel advises that, on the basis of the foregoing (relying as to
       materiality to a large extent upon facts provided to such counsel by
       officers and other representatives of the Company and the Guarantors and
       without independent check or verification), no facts came to such
       counsel's attention that caused such counsel to believe that the
       applicable Registration Statement, at the effective date of such
       Registration Statement or any post-effective amendment thereto became
       effective, contained an untrue statement of a material fact or omitted to
       state a material fact required to be stated therein or necessary to make
       the statements therein not misleading, or that the prospectus contained
       in such Registration Statement as of its effective date and, in the case
       of the opinion dated the date of the Exchange Offer, as of its effective
       date, contained an untrue statement of a material fact or omitted to
       state a material fact necessary in order to make the statements therein,
       in light of the circumstances under which they were made, not misleading.
       Without limiting the foregoing, such counsel may state further that such
       counsel assumes no responsibility for, and has not independently
       verified, the accuracy, completeness or fairness of the financial
       statements, notes and schedules and other financial data derived from
       financial statements included in any Registration Statement contemplated
       by this Agreement or the related Prospectus; (C) obtain a "cold comfort"
       letter or letters from the independent certified public accountants of
       the Company addressed to the selling Electing Holders, the placement or
       sales agent, if any, therefor or the underwriters, if any, thereof, dated
       (i) the effective date of such Shelf Registration Statement and (ii) the
       effective date of any prospectus supplement to the prospectus included in
       such Shelf Registration Statement or post-effective amendment to such
       Shelf Registration Statement which includes unaudited or audited
       financial statements as of a date or for a period subsequent to that of
       the latest such statements included in such prospectus (and, if such
       Shelf Registration Statement contemplates an underwritten offering
       pursuant to any prospectus supplement to the prospectus included in such
       Shelf Registration Statement or post-effective amendment to such Shelf
       Registration

                                       14

<PAGE>
       Statement which includes unaudited or audited financial statements as of
       a date or for a period subsequent to that of the latest such statements
       included in such prospectus (and, if such Shelf Registration Statement
       contemplates an underwritten offering pursuant to any prospectus
       supplement to the prospectus included in such Shelf Registration
       Statement or post-effective amendment to such Shelf Registration
       Statement which includes unaudited or audited financial statements as of
       a date or for a period subsequent to that of the latest statements
       included in such prospectus) and dated the date of the closing under the
       underwriting agreement relating thereto), such letter or letters to be in
       customary form and covering such matters of the type customarily covered
       by letters of such type; (D) deliver such documents and certificates,
       including officers' certificates, as may be reasonably requested by any
       Electing Holders of at least 20% in aggregate principal amount of the
       Registrable Securities at the time outstanding or the placement or sales
       agent, if any, therefor and the managing underwriters, if any, thereof to
       evidence the accuracy of the representations and warranties made pursuant
       to clause (A) above or those contained in Section 5(a) hereof and the
       compliance with or satisfaction of any agreements or conditions contained
       in the underwriting agreement or other agreement entered into by the
       Company or the Guarantors; and (E) undertake such obligations relating to
       expense reimbursement, indemnification and contribution as are provided
       in Section 6 hereof;

              (xviii) notify in writing each holder of Registrable Securities of
       any proposal by the Company to amend or waive any provision of this
       Exchange and Registration Rights Agreement pursuant to Section 9(h)
       hereof and of any amendment or waiver effected pursuant thereto, each of
       which notices shall contain the text of the amendment or waiver proposed
       or effected, as the case may be;

              (xix)  in the event that any broker-dealer registered under the
       Exchange Act shall underwrite any Registrable Securities or participate
       as a member of an underwriting syndicate or selling group or "assist in
       the distribution" (within the meaning of the Conduct Rules (the "Conduct
       Rules") of the National Association of Securities Dealers, Inc. ("NASD")
       or any successor thereto, as amended from time to time) thereof, whether
       as a holder of such Registrable Securities or as an underwriter, a
       placement or sales agent or a broker or dealer in respect thereof, or
       otherwise, assist such broker-dealer in complying with the requirements
       of such Conduct Rules, including by (A) if such Conduct Rules shall so
       require, engaging a "qualified independent underwriter" (as defined in
       such Conduct Rules) to participate in the preparation of the Shelf
       Registration Statement relating to such Registrable Securities, to
       exercise usual standards of due diligence in respect thereto and, if any
       portion of the offering contemplated by such Shelf Registration Statement
       is an underwritten offering or is made through a placement or sales
       agent, to recommend the yield of such Registrable Securities, (B)
       indemnifying any such qualified independent underwriter to the extent of
       the indemnification of underwriters provided in Section 6 hereof (or to
       such other customary extent as may be requested by such underwriter), and
       (C) providing such information to such broker-dealer as may be required
       in order for such broker-dealer to comply with the requirements of the
       Conduct Rules; and

              (xx)   comply with all applicable rules and regulations of the
       Commission, and make generally available to its securityholders as soon
       as practicable but in any event not later than eighteen months after the
       effective date of such Shelf Registration Statement, an earning statement
       of the Company and its subsidiaries

                                       15

<PAGE>

       complying with Section 11(a) of the Securities Act (including, at the
       option of the Company, Rule 158 thereunder).

         (e) In the event that the Company would be required, pursuant to
     Sections 3(c)(iii)(C-F), 3(d)(viii)(C-F) and 2(e) hereof, to notify the
     Electing Holders, the placement or sales agent, if any, therefor and the
     managing underwriters, if any, thereof, the Company shall as promptly as
     practicable prepare and furnish to each of the Electing Holders, to each
     placement or sales agent, if any, and to each such underwriter, if any, a
     reasonable number of copies of a prospectus supplemented or amended so
     that, as thereafter delivered to purchasers of Registrable Securities, such
     prospectus shall conform in all material respects to the applicable
     requirements of the Securities Act and the Trust Indenture Act and the
     rules and regulations of the Commission thereunder and shall not contain an
     untrue statement of a material fact or omit to state a material fact
     required to be stated therein or necessary to make the statements therein
     not misleading in light of the circumstances then existing. Each Electing
     Holder agrees that upon receipt of any notice from the Company pursuant to
     Sections 3(c)(iii)(C-F), 3(d)(viii)(C-F) and 2(e) hereof, such Electing
     Holder shall forthwith discontinue the disposition of Registrable
     Securities pursuant to the Shelf Registration Statement applicable to such
     Registrable Securities until such Electing Holder shall have received
     copies of such amended or supplemented prospectus, and if so directed by
     the Company, such Electing Holder shall deliver to the Company (at the
     Company's expense) all copies, other than permanent file copies, then in
     such Electing Holder's possession of the prospectus covering such
     Registrable Securities at the time of receipt of such notice.

         (f) In the event of a Shelf Registration, in addition to the
     information required to be provided by each Electing Holder in its Notice
     and Questionnaire, the Company may require such Electing Holder to furnish
     to the Company such additional information regarding such Electing Holder
     and such Electing Holder's intended method of distribution of Registrable
     Securities as may be required in order to comply with the Securities Act.
     Each such Electing Holder agrees to notify the Company as promptly as
     practicable of any inaccuracy or change in information previously furnished
     by such Electing Holder to the Company or of the occurrence of any event in
     either case as a result of which any prospectus relating to such Shelf
     Registration contains or would contain an untrue statement of a material
     fact regarding such Electing Holder or such Electing Holder's intended
     method of disposition of such Registrable Securities or omits to state any
     material fact regarding such Electing Holder or such Electing Holder's
     intended method of disposition of such Registrable Securities required to
     be stated therein or necessary to make the statements therein not
     misleading in light of the circumstances then existing, and promptly to
     furnish to the Company any additional information required to correct and
     update any previously furnished information or required so that such
     prospectus shall not contain, with respect to such Electing Holder or the
     disposition of such Registrable Securities, an untrue statement of a
     material fact or omit to state a material fact required to be stated
     therein or necessary to make the statements therein not misleading in light
     of the circumstances then existing.

         4.   Registration Expenses.

            The Company agrees to bear and to pay or cause to be paid promptly
all expenses incident to the Company's performance of or compliance with this
Exchange and Registration Rights Agreement, including (a) all Commission and any
NASD registration, filing and review fees and expenses including fees and
disbursements of counsel for the placement or sales agent or underwriters in
connection with such registration, filing and review, (b) all fees and expenses
in connection with the qualification of the Securities for offering and sale
under the State securities and blue sky laws referred to in Section 3(d)(xii)
hereof and determination of

                                       16

<PAGE>

their eligibility for investment under the laws of such jurisdictions as any
managing underwriters or the Electing Holders may designate, including
reasonable and documented fees and disbursements of counsel for the Electing
Holders or underwriters in connection with such qualification and determination,
(c) all expenses relating to the preparation, printing, production, distribution
and reproduction of each registration statement required to be filed hereunder,
each prospectus included therein or prepared for distribution pursuant hereto,
each amendment or supplement to the foregoing, the expenses of preparing the
Securities for delivery and the expenses of printing or producing any
underwriting agreements, agreements among underwriters, selling agreements and
blue sky or legal investment memoranda and all other documents in connection
with the offering, sale or delivery of Securities to be disposed of (including
certificates representing the Securities), (d) messenger, telephone and delivery
expenses relating to the offering, sale or delivery of Securities and the
preparation of documents referred in clause (c) above, (e) fees and expenses of
the Trustee under the Indenture, any agent of the Trustee and any counsel for
the Trustee and of any collateral agent or custodian, (f) internal expenses
(including all salaries and expenses of the Company's officers and employees
performing legal or accounting duties), (g) fees, disbursements and expenses of
counsel and independent certified public accountants of the Company (including
the expenses of any opinions or "cold comfort" letters required by or incident
to such performance and compliance), (h) fees, disbursements and expenses of any
"qualified independent underwriter" engaged pursuant to Section 3(d)(xix)
hereof, (i) reasonable and documented fees, disbursements and expenses of one
counsel for the Electing Holders retained in connection with a Shelf
Registration, as selected by the Electing Holders of at least a majority in
aggregate principal amount of the Registrable Securities held by Electing
Holders (which counsel shall be reasonably satisfactory to the Company), (j) any
fees charged by securities rating services for rating the Securities, and (k)
fees, expenses and disbursements of any other persons, including special
experts, retained by the Company in connection with such registration
(collectively, the "Registration Expenses"). To the extent that any Registration
Expenses are incurred, assumed or paid by any holder of Registrable Securities
or any placement or sales agent therefor or underwriter thereof, the Company
shall reimburse such person for the full amount of the reasonable Registration
Expenses so incurred, assumed or paid promptly after receipt of a request
therefor. Notwithstanding the foregoing, the holders of the Registrable
Securities being registered shall pay all agency fees and commissions and
underwriting discounts and commissions attributable to the sale of such
Registrable Securities and the fees and disbursements of any counsel or other
advisors or experts retained by such holders (severally or jointly), other than
the counsel and experts specifically referred to above.

         5.    Representations and Warranties.

            Each of the Company and the Guarantors, jointly and severally,
represents and warrants to, and agrees with, each Purchaser and each of the
holders from time to time of Registrable Securities that:

         (a) Each registration statement covering Registrable Securities and
     each prospectus (including any preliminary or summary prospectus) contained
     therein or furnished pursuant to Section 3(d) or Section 3(c) hereof and
     any further amendments or supplements to any such registration statement or
     prospectus, when it becomes effective or is filed with the Commission, as
     the case may be, and, in the case of an underwritten offering of
     Registrable Securities, at the time of the closing under the underwriting
     agreement relating thereto, will conform in all material respects to the
     requirements of the Securities Act and the Trust Indenture Act and the
     rules and regulations of the Commission thereunder and will not contain an
     untrue statement of a material fact or omit to state a material fact
     required to be stated therein or necessary to make the statements therein
     not misleading; and at all times

                                       17

<PAGE>

     subsequent to the Effective Time when a prospectus would be required to be
     delivered under the Securities Act, other than from (i) such time as a
     notice has been given to holders of Registrable Securities pursuant to
     Sections 3(c)(iii)(C-F), 3(d)(viii)(C-F) and 2(e) hereof until (ii) such
     time as the Company furnishes an amended or supplemented prospectus
     pursuant to Section 3(e) or Section 3(c)(iv) hereof, each such registration
     statement, and each prospectus (including any summary prospectus) contained
     therein or furnished pursuant to Section 3(d) or Section 3(c) hereof, as
     then amended or supplemented, will conform in all material respects to the
     requirements of the Securities Act and the Trust Indenture Act and the
     rules and regulations of the Commission thereunder and will not contain an
     untrue statement of a material fact or omit to state a material fact
     required to be stated therein or necessary to make the statements therein
     not misleading in the light of the circumstances then existing; provided,
     however, that this representation and warranty shall not apply to any
     statements or omissions made in reliance upon and in conformity with
     information furnished in writing to the Company by a holder of Registrable
     Securities expressly for use therein.

         (b) Any documents incorporated by reference in any prospectus referred
     to in Section 5(a) hereof, when they become or became effective or are or
     were filed with the Commission, as the case may be, will conform or
     conformed in all material respects to the requirements of the Securities
     Act or the Exchange Act, as applicable, and none of such documents will
     contain or contained an untrue statement of a material fact or will omit or
     omitted to state a material fact required to be stated therein or necessary
     to make the statements therein not misleading; provided, however, that this
     representation and warranty shall not apply to any statements or omissions
     made in reliance upon and in conformity with information furnished in
     writing to the Company by a holder of Registrable Securities expressly for
     use therein.

         (c) The compliance by the Company with all of the provisions of this
     Exchange and Registration Rights Agreement and the consummation of the
     transactions herein contemplated will not (i) conflict with or result in a
     breach or violation of any of the terms or provisions of, or constitute a
     default under, any indenture, mortgage, deed of trust, loan agreement or
     other agreement or instrument to which the Company or any of its
     subsidiaries is a party or by which the Company or any of its subsidiaries
     is bound or to which any of the property or assets of the Company or any of
     its subsidiaries is subject, (ii) result in any violation of the provisions
     of the Certificate of Incorporation, By-laws or equivalent organizational
     or governing documents of the Company or any of the Guarantors or (iii)
     result in any violation of any statute or any order, rule or regulation of
     any court or governmental agency or body having jurisdiction over the
     Company, a Guarantor or any of their respective subsidiaries or any of
     their properties, except, in the case of clause (i) or (iii), for such
     conflicts, breaches or violations that, individually or in the aggregate,
     could not reasonably be expected to have a Material Adverse Effect (as
     defined in the Purchase Agreement); and no consent, approval,
     authorization, order, registration or qualification of or with any such
     court or governmental agency or body is required for the consummation by
     the Company and the Guarantors of the transactions contemplated by this
     Exchange and Registration Rights Agreement, except the registration under
     the Securities Act of the Securities, qualification of the Indenture under
     the Trust Indenture Act and such consents, approvals, authorizations,
     registrations or qualifications as may be required under state securities
     or blue sky laws in connection with the purchase and distribution of the
     Securities by the Purchasers.

         (d) This Exchange and Registration Rights Agreement has been duly
     authorized, executed and delivered by the Company.

                                       18

<PAGE>

         6.    Indemnification.

         (a) Indemnification by the Company and the Guarantors. The Company and
     the Guarantors, jointly and severally, will indemnify and hold harmless
     each of the holders of Registrable Securities included in an Exchange
     Registration Statement, each of the Electing Holders of Registrable
     Securities included in a Shelf Registration Statement and each person who
     participates as a placement or sales agent or as an underwriter in any
     offering or sale of such Registrable Securities against any losses, claims,
     damages or liabilities, joint or several, to which such holder, agent or
     underwriter may become subject under the Securities Act or otherwise,
     insofar as such losses, claims, damages or liabilities (or actions in
     respect thereof) arise out of or are based upon an untrue statement or
     alleged untrue statement of a material fact contained in any Exchange
     Registration Statement or Shelf Registration Statement, as the case may be,
     under which such Registrable Securities were registered under the
     Securities Act, or any preliminary, final or summary prospectus contained
     therein or furnished by the Company to any such holder, Electing Holder,
     agent or underwriter, or any amendment or supplement thereto, or arise out
     of or are based upon the omission or alleged omission to state therein a
     material fact required to be stated therein or necessary to make the
     statements therein not misleading, and will reimburse such holder, such
     Electing Holder, such agent and such underwriter for any legal or other
     expenses reasonably incurred by them in connection with investigating or
     defending any such action or claim as such expenses are incurred; provided,
     however, that neither the Company nor any of the Guarantors shall be liable
     to any such person in any such case to the extent that any such loss,
     claim, damage or liability arises out of or is based upon an untrue
     statement or alleged untrue statement or omission or alleged omission made
     in such registration statement, or preliminary, final or summary
     prospectus, or amendment or supplement thereto, in reliance upon and in
     conformity with written information furnished to the Company by such person
     expressly for use therein.

         (b) Indemnification by the Holders and any Agents and Underwriters. The
     Company may require, as a condition to including any Registrable Securities
     in any registration statement filed pursuant to Section 2(b) hereof and to
     entering into any underwriting agreement with respect thereto, that the
     Company shall have received an undertaking reasonably satisfactory to it
     from the Electing Holder of such Registrable Securities and from each
     underwriter named in any such underwriting agreement, severally and not
     jointly, to (i) indemnify and hold harmless the Company, the Guarantors,
     and all other holders of Registrable Securities, against any losses,
     claims, damages or liabilities to which the Company, the Guarantors or such
     other holders of Registrable Securities may become subject, under the
     Securities Act or otherwise, insofar as such losses, claims, damages or
     liabilities (or actions in respect thereof) arise out of or are based upon
     an untrue statement or alleged untrue statement of a material fact
     contained in such registration statement, or any preliminary, final or
     summary prospectus contained therein or furnished by the Company to any
     such Electing Holder, agent or underwriter, or any amendment or supplement
     thereto, or arise out of or are based upon the omission or alleged omission
     to state therein a material fact required to be stated therein or necessary
     to make the statements therein not misleading, in each case to the extent,
     but only to the extent, that such untrue statement or alleged untrue
     statement or omission or alleged omission was made in reliance upon and in
     conformity with written information furnished to the Company by such
     Electing Holder or underwriter expressly for use therein, and (ii)
     reimburse the Company and the Guarantors for any legal or other expenses
     reasonably incurred by the Company and the Guarantors in connection with
     investigating or defending any such action or claim as such expenses are
     incurred; provided, however, that no such Electing Holder shall be required
     to undertake liability to any person under this Section 6(b) for any
     amounts in excess of the dollar amount

                                       19

<PAGE>

     of the proceeds to be received by such Electing Holder from the sale of
     such Electing Holder's Registrable Securities pursuant to such
     registration.

         (c) Notices of Claims, Etc. Promptly after receipt by an indemnified
     party under subsection (a) or (b) above of written notice of the
     commencement of any action, such indemnified party shall, if a claim in
     respect thereof is to be made against an indemnifying party pursuant to the
     indemnification provisions of or contemplated by this Section 6, notify
     such indemnifying party in writing of the commencement of such action; but
     the omission so to notify the indemnifying party shall not relieve it from
     any liability which it may have to any indemnified party otherwise than
     under the indemnification provisions of or contemplated by Section 6(a) or
     6(b) hereof. In case any such action shall be brought against any
     indemnified party and it shall notify an indemnifying party of the
     commencement thereof, such indemnifying party shall be entitled to
     participate therein and, to the extent that it shall wish, jointly with any
     other indemnifying party similarly notified, to assume the defense thereof,
     with counsel reasonably satisfactory to such indemnified party (who shall
     not, except with the consent of the indemnified party, be counsel to the
     indemnifying party), and, after notice from the indemnifying party to such
     indemnified party of its election so to assume the defense thereof, such
     indemnifying party shall not be liable to such indemnified party for any
     legal expenses of other counsel or any other expenses, in each case
     subsequently incurred by such indemnified party, in connection with the
     defense thereof other than reasonable costs of investigation. No
     indemnifying party shall, without the written consent of the indemnified
     party, effect the settlement or compromise of, or consent to the entry of
     any judgment with respect to, any pending or threatened action or claim in
     respect of which indemnification or contribution may be sought hereunder
     (whether or not the indemnified party is an actual or potential party to
     such action or claim) unless such settlement, compromise or judgment (i)
     includes an unconditional release of the indemnified party from all
     liability arising out of such action or claim and (ii) does not include a
     statement as to or an admission of fault, culpability or a failure to act
     by or on behalf of any indemnified party.

         (d) Contribution. If for any reason the indemnification provisions
     contemplated by Section 6(a) or Section 6(b) are unavailable to or
     insufficient to hold harmless an indemnified party in respect of any
     losses, claims, damages or liabilities (or actions in respect thereof)
     referred to therein, then each indemnifying party shall contribute to the
     amount paid or payable by such indemnified party as a result of such
     losses, claims, damages or liabilities (or actions in respect thereof) in
     such proportion as is appropriate to reflect the relative fault of the
     indemnifying party and the indemnified party in connection with the
     statements or omissions which resulted in such losses, claims, damages or
     liabilities (or actions in respect thereof), as well as any other relevant
     equitable considerations. The relative fault of such indemnifying party and
     indemnified party shall be determined by reference to, among other things,
     whether the untrue or alleged untrue statement of a material fact or
     omission or alleged omission to state a material fact relates to
     information supplied by such indemnifying party or by such indemnified
     party, and the parties' relative intent, knowledge, access to information
     and opportunity to correct or prevent such statement or omission. The
     parties hereto agree that it would not be just and equitable if
     contributions pursuant to this Section 6(d) were determined by pro rata
     allocation (even if the holders or any agents or underwriters or all of
     them were treated as one entity for such purpose) or by any other method of
     allocation which does not take account of the equitable considerations
     referred to in this Section 6(d). The amount paid or payable by an
     indemnified party as a result of the losses, claims, damages, or
     liabilities (or actions in respect thereof) referred to above shall be
     deemed to include any legal or other fees or expenses reasonably incurred
     by such indemnified party in connection with investigating or

                                       20

<PAGE>
     defending any such action or claim. Notwithstanding the provisions of this
     Section 6(d), no     holder shall be required to contribute any amount in
     excess of the amount by which the dollar amount of the proceeds received by
     such holder from the sale of any Registrable Securities (after deducting
     any fees, discounts and commissions applicable thereto) exceeds the amount
     of any damages which such holder has otherwise been required to pay by
     reason of such untrue or alleged untrue statement or omission or alleged
     omission, and no underwriter shall be required to contribute any amount in
     excess of the amount by which the total price at which the Registrable
     Securities underwritten by it and distributed to the public were offered to
     the public exceeds the amount of any damages which such underwriter has
     otherwise been required to pay by reason of such untrue or alleged untrue
     statement or omission or alleged omission. No person guilty of fraudulent
     misrepresentation (within the meaning of Section 11(f) of the Securities
     Act) shall be entitled to contribution from any person who was not guilty
     of such fraudulent misrepresentation. The holders' and any underwriters'
     obligations in this Section 6(d) to contribute shall be several in
     proportion to the principal amount of Registrable Securities registered or
     underwritten, as the case may be, by them and not joint.

         (e) The obligations of the Company and the Guarantors under this
     Section 6 shall be in addition to any liability which the Company or any of
     the Guarantors may otherwise have and shall extend, upon the same terms and
     conditions, to each officer, director and partner of each holder, agent and
     underwriter and each person, if any, who controls any holder, agent or
     underwriter within the meaning of the Securities Act; and the obligations
     of the holders and any agents or underwriters contemplated by this Section
     6 shall be in addition to any liability which the respective holder, agent
     or underwriter may otherwise have and shall extend, upon the same terms and
     conditions, to each officer and director of the Company or any of the
     Guarantors (including any person who, with his consent, is named in any
     registration statement as about to become a director of the Company or any
     of the Guarantors) and to each person, if any, who controls the Company
     within the meaning of the Securities Act.

         7.    Underwritten Offerings.

         (a) Selection of Underwriters. If any of the Registrable Securities
     covered by the Shelf Registration are to be sold pursuant to an
     underwritten offering, the managing underwriter or underwriters thereof
     shall be designated by Electing Holders holding at least a majority in
     aggregate principal amount of the Registrable Securities to be included in
     such offering, provided that such designated managing underwriter or
     underwriters is or are reasonably acceptable to the Company.

         (b) Participation by Holders. Each holder of Registrable Securities
     hereby agrees with each other such holder that no such holder may
     participate in any underwritten offering hereunder unless such holder (i)
     agrees to sell such holder's Registrable Securities on the basis provided
     in any underwriting arrangements approved by the persons entitled hereunder
     to approve such arrangements and (ii) completes and executes all
     questionnaires, powers of attorney, indemnities, underwriting agreements
     and other documents reasonably required under the terms of such
     underwriting arrangements.

         8.    Rule 144.

            The Company covenants to the holders of Registrable Securities that
to the extent it shall be required to do so under the Exchange Act, the Company
shall timely file the reports required to be filed by it under the Exchange Act
or the Securities Act (including the reports under Section 13 and 15(d) of the
Exchange Act referred to in subparagraph (c)(1) of Rule 144

                                       21

<PAGE>
adopted by the Commission under the Securities Act) and the rules and
regulations adopted by the Commission thereunder, and shall take such further
action as any holder of Registrable Securities may reasonably request, all to
the extent required from time to time to enable such holder to sell Registrable
Securities without registration under the Securities Act within the limitations
of the exemption provided by Rule 144. Upon the request of any holder of
Registrable Securities in connection with that holder's sale pursuant to Rule
144, the Company shall deliver to such holder a written statement as to whether
it has complied with such requirements.

         9.    Miscellaneous.

         (a) No Inconsistent Agreements. The Company represents, warrants,
     covenants and agrees that it has not granted, and shall not grant,
     registration rights with respect to Registrable Securities or any other
     securities which would be inconsistent with the terms contained in this
     Exchange and Registration Rights Agreement.

         (b) Specific Performance. The parties hereto acknowledge that there
     would be no adequate remedy at law if the Company fails to perform any of
     its obligations hereunder and that the Purchasers and the holders from time
     to time of the Registrable Securities may be irreparably harmed by any such
     failure, and accordingly agree that the Purchasers and such holders, in
     addition to any other remedy to which they may be entitled at law or in
     equity, shall be entitled to compel specific performance of the obligations
     of the Company under this Exchange and Registration Rights Agreement in
     accordance with the terms and conditions of this Exchange and Registration
     Rights Agreement, in any court of the United States or any State thereof
     having jurisdiction.

         (c) Notices. All notices, requests, claims, demands, waivers and other
     communications hereunder shall be in writing and shall be deemed to have
     been duly given when delivered by hand, if delivered personally or by
     courier, or three days after being deposited in the mail (registered or
     certified mail, postage prepaid, return receipt requested) as follows: If
     to the Company, to it at One Concourse Parkway, Suite 800, Atlanta GA,
     30328, Attention: General Counsel, facsimile number: (770) 392-2608 and to
     THL Bedding Company c/o Thomas H. Lee Partners, 75 State Street, Boston, MA
     02110, facsimile number: (617) 227-3514, Attention: Todd Abbrecht (with a
     copy to Weil, Gotshal & Manges LLP, 767 Fifth Avenue, New York, New York
     10153, facsimile number: (212) 310-8007, Attention: Rod Miller, Esq.); and
     if to a holder, to the address of such holder set forth in the security
     register or other records of the Company, or to such other address as the
     Company or any such holder may have furnished to the other in writing in
     accordance herewith, except that notices of change of address shall be
     effective only upon receipt.

         (d) Parties in Interest. All the terms and provisions of this Exchange
     and Registration Rights Agreement shall be binding upon, shall inure to the
     benefit of and shall be enforceable by the parties hereto and the holders
     from time to time of the Registrable Securities and the respective
     successors and assigns of the parties hereto and such holders. In the event
     that any transferee of any holder of Registrable Securities shall acquire
     Registrable Securities, in any manner, whether by gift, bequest, purchase,
     operation of law or otherwise, such transferee shall, without any further
     writing or action of any kind, be deemed a beneficiary hereof for all
     purposes and such Registrable Securities shall be held subject to all of
     the terms of this Exchange and Registration Rights Agreement, and by taking
     and holding such Registrable Securities such transferee shall be entitled
     to receive the benefits of, and be conclusively deemed to have agreed to be
     bound by all of the applicable terms and provisions of this Exchange and
     Registration Rights Agreement. If the

                                       22

<PAGE>
     Company shall so request, any such successor, assign or transferee shall
     agree in writing to acquire and hold the Registrable Securities subject to
     all of the applicable terms hereof.

         (e) Survival. The respective indemnities, agreements, representations,
     warranties and each other provision set forth in this Exchange and
     Registration Rights Agreement or made pursuant hereto shall remain in full
     force and effect regardless of any investigation (or statement as to the
     results thereof) made by or on behalf of any holder of Registrable
     Securities, any director, officer or partner of such holder, any agent or
     underwriter or any director, officer or partner thereof, or any controlling
     person of any of the foregoing, and shall survive delivery of and payment
     for the Registrable Securities pursuant to the Purchase Agreement and the
     transfer and registration of Registrable Securities by such holder and the
     consummation of an Exchange Offer.

         (f) GOVERNING LAW. THIS EXCHANGE AND REGISTRATION RIGHTS AGREEMENT
     SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF
     THE STATE OF NEW YORK.

         (g) Headings. The descriptive headings of the several Sections and
     paragraphs of this Exchange and Registration Rights Agreement are inserted
     for convenience only, do not constitute a part of this Exchange and
     Registration Rights Agreement and shall not affect in any way the meaning
     or interpretation of this Exchange and Registration Rights Agreement.

         (h) Entire Agreement; Amendments. This Exchange and Registration Rights
     Agreement and the other writings referred to herein (including the
     Indenture and the form of Securities) or delivered pursuant hereto which
     form a part hereof contain the entire understanding of the parties with
     respect to its subject matter. This Exchange and Registration Rights
     Agreement supersedes all prior agreements and understandings between the
     parties with respect to its subject matter. This Exchange and Registration
     Rights Agreement may be amended and the observance of any term of this
     Exchange and Registration Rights Agreement may be waived (either generally
     or in a particular instance and either retroactively or prospectively) only
     by a written instrument duly executed by the Company and the holders of at
     least a majority in aggregate principal amount of the Registrable
     Securities at the time outstanding. Each holder of any Registrable
     Securities at the time or thereafter outstanding shall be bound by any
     amendment or waiver effected pursuant to this Section 9(h), whether or not
     any notice, writing or marking indicating such amendment or waiver appears
     on such Registrable Securities or is delivered to such holder.

         (i) Inspection. For so long as this Exchange and Registration Rights
     Agreement shall be in effect, this Exchange and Registration Rights
     Agreement and a complete list of the names and addresses of all the holders
     of Registrable Securities shall be made available for inspection and
     copying on any business day by any holder of Registrable Securities for
     proper purposes only (which shall include any purpose related to the rights
     of the holders of Registrable Securities under the Securities, the
     Indenture and this Agreement) at the offices of the Company at the address
     thereof set forth in Section 9(c) above and at the office of the Trustee
     under the Indenture.

         (j) Counterparts. This agreement may be executed by the parties in
     counterparts, each of which shall be deemed to be an original, but all such
     respective counterparts shall together constitute one and the same
     instrument.

                                       23

<PAGE>

            If the foregoing is in accordance with your understanding, please
sign and return to us seven counterparts hereof, and upon the acceptance hereof
by you, on behalf of each of the Purchasers, this letter and such acceptance
hereof shall constitute a binding agreement between each of the Purchasers, the
Guarantors and the Company. It is understood that your acceptance of this letter
on behalf of each of the Purchasers is pursuant to the authority set forth in a
form of Agreement among Purchasers, the form of which shall be submitted to the
Company for examination upon request, but without warranty on your part as to
the authority of the signers thereof.

                                       24

<PAGE>

                               Very truly yours,

                               THL BEDDING COMPANY

                               By: ______________________________
                                   Name:
                                   TITLE:

                               SIMMONS COMPANY (AS SUCCESSOR BY MERGER TO THL
                               BEDDING COMPANY)

                               By: ______________________________
                                   Name:
                                   Title:

                               WINDSOR BEDDING CO., LLC

                               By: ______________________________
                                   Name:
                                   Title:

                               DREAMWELL, LTD.

                               By: ______________________________
                                   Name:
                                   Title:

                               GALLERY CORP.

                               By: ______________________________
                                   Name:
                                   Title:

                               SC HOLDINGS, INC.

                               By: ______________________________
                                   Name:
                                   Title:

<PAGE>

                               SIMMONS CAPITAL MANAGEMENT, LLC

                               By: ______________________________
                                   Name:
                                   Title:

                               SIMMONS CONTRACT SALES, LLC

                               By: ______________________________
                                   Name:
                                   Title:

                               SLEEP COUNTRY USA, INC.

                               By: ______________________________
                                   Name:
                                   Title:

                               THE SIMMONS MANUFACTURING CO., LLC

                               By: ______________________________
                                   Name:
                                   Title:

                               WORLD OF SLEEP OUTLETS, LLC

                               By: ______________________________
                                   Name:
                                   Title:

                         REGISTRATION RIGHTS AGREEMENT

<PAGE>

Accepted as of the date hereof:

GOLDMAN, SACHS & CO.
DEUTSCHE BANK SECURITIES
UBS SECURITIES LLC

BY: ___________________________________
            (Goldman, Sachs & Co.)

<PAGE>

                                                                       EXHIBIT A

                                 SIMMONS COMPANY

                         INSTRUCTION TO DTC PARTICIPANTS

                                (Date of Mailing)

                     URGENT - IMMEDIATE ATTENTION REQUESTED

                        DEADLINE FOR RESPONSE: [DATE] *

The Depository Trust Company ("DTC") has identified you as a DTC Participant
through which beneficial interests in the Simmons Company (the "Company") 7.875%
Senior Subordinated Notes due 2014(the "Securities") are held.

The Company is in the process of registering the Securities under the Securities
Act of 1933 for resale by the beneficial owners thereof. In order to have their
Securities included in the registration statement, beneficial owners must
complete and return the enclosed Notice of Registration Statement and Selling
Securityholder Questionnaire.

It is important that beneficial owners of the Securities receive a copy of the
enclosed materials as soon as possible as their rights to have the Securities
included in the registration statement depend upon their returning the Notice
and Questionnaire by [Deadline For Response]. Please forward a copy of the
enclosed documents to each beneficial owner that holds interests in the
Securities through you. If you require more copies of the enclosed materials or
have any questions pertaining to this matter, please contact Simmons Company,
One Concourse Parkway, Suite 800, Atlanta, GA 30328, Tel: (770) 512-7700.

----------
*Not less than 28 calendar days from date of mailing.

                                      A-1
<PAGE>

                                 SIMMONS COMPANY

                        Notice of Registration Statement
                                       and
                      Selling Securityholder Questionnaire

                                     (Date)

Reference is hereby made to the Exchange and Registration Rights Agreement (the
"Exchange and Registration Rights Agreement") among Simmons Company (the
"Company"), the Guarantors named therein and the Purchasers named therein.
Pursuant to the Exchange and Registration Rights Agreement, the Company has
filed with the United States Securities and Exchange Commission (the
"Commission") a registration statement on Form [__] (the "Shelf Registration
Statement") for the registration and resale under Rule 415 of the Securities Act
of 1933, as amended (the "Securities Act"), of the Company's 7.875% Senior
Subordinated Notes due 2014 (the "Securities"). A copy of the Exchange and
Registration Rights Agreement has been filed as an Exhibit to the Shelf
Registration Statement. All capitalized terms not otherwise defined herein shall
have the meanings ascribed thereto in the Exchange and Registration Rights
Agreement.

Each beneficial owner of Registrable Securities (as defined below) is entitled
to have the Registrable Securities beneficially owned by it included in the
Shelf Registration Statement. In order to have Registrable Securities included
in the Shelf Registration Statement, this Notice of Registration Statement and
Selling Securityholder Questionnaire ("Notice and Questionnaire") must be
completed, executed and delivered to the Company's counsel at the address set
forth herein for receipt ON OR BEFORE [Deadline for Response]. Beneficial owners
of Registrable Securities who do not complete, execute and return this Notice
and Questionnaire by such date (i) will not be named as selling securityholders
in the Shelf Registration Statement and (ii) may not use the Prospectus forming
a part thereof for resales of Registrable Securities.

Certain legal consequences arise from being named as a selling securityholder in
the Shelf Registration Statement and related Prospectus. Accordingly, holders
and beneficial owners of Registrable Securities are advised to consult their own
securities law counsel regarding the consequences of being named or not being
named as a selling securityholder in the Shelf Registration Statement and
related Prospectus.

The term "Registrable Securities" is defined in the Exchange and Registration
Rights Agreement.

                                      A-2

<PAGE>

                                    ELECTION

The undersigned holder (the "Selling Securityholder") of Registrable Securities
hereby elects to include in the Shelf Registration Statement the Registrable
Securities beneficially owned by it and listed below in Item (3). The
undersigned, by signing and returning this Notice and Questionnaire, agrees to
be bound with respect to such Registrable Securities by the terms and conditions
of this Notice and Questionnaire and the Exchange and Registration Rights
Agreement, including, without limitation, Section 6 of the Exchange and
Registration Rights Agreement, as if the undersigned Selling Securityholder were
an original party thereto.

Upon any sale of Registrable Securities pursuant to the Shelf Registration
Statement, the Selling Securityholder will be required to deliver to the Company
and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and
as Exhibit B to the Exchange and Registration Rights Agreement.

The Selling Securityholder hereby provides the following information to the
Company and represents and warrants that such information is accurate and
complete:

                                      A-3

<PAGE>

                                  QUESTIONNAIRE

(1)  (a)    Full Legal Name of Selling Securityholder:

     (b)    Full Legal Name of Registered Holder (if not the same as in (a)
            above) of Registrable Securities Listed in Item (3) below:

     (c)    Full Legal Name of DTC Participant (if applicable and if not the
            same as (b) above) Through Which Registrable Securities Listed in
            Item (3) below are Held:

(2)         Address for Notices to Selling Securityholder:

            _______________________

            _______________________

            _______________________

                         Telephone:      __________________________

                         Fax:            __________________________

                         Contact Person: __________________________

(3)         Beneficial Ownership of Securities:

            Except as set forth below in this Item (3), the undersigned does not
            beneficially own any Securities.

     (a)    Principal amount of Registrable Securities beneficially owned:______
            CUSIP No(s). of such Registrable Securities:________________________

     (b)    Principal amount of Securities other than Registrable Securities
            beneficially owned:_________________________________________________
            CUSIP No(s). of such other Securities:______________________________

     (c)    Principal amount of Registrable Securities which the undersigned
            wishes to be included in the Shelf Registration Statement: CUSIP
            No(s). of such Registrable Securities to be included in the Shelf
            Registration Statement:_____________________________________________

(4)         Beneficial Ownership of Other Securities of the Company:

            Except as set forth below in this Item (4), the undersigned Selling
            Securityholder is not the beneficial or registered owner of any
            other securities of the Company, other than the Securities listed
            above in Item (3).

            State any exceptions here:

(5)         Relationships with the Company:

                                      A-4

<PAGE>

            Except as set forth below, neither the Selling Securityholder nor
            any of its affiliates, officers, directors or principal equity
            holders (5% or more) has held any position or office or has had any
            other material relationship with the Company (or its predecessors or
            affiliates) during the past three years.

            State any exceptions here:


(6)         Indicate below if the undersigned is (a) a broker-dealer or (b) an
            affiliate of a broker-dealer. Except as set forth below, if the
            undersigned is an affiliate of a broker-dealer, the undersigned
            represents and warrants that it bought the Registrable Securities in
            the ordinary course of business and at the time of the purchase had
            no agreements or understandings, directly or indirectly, with any
            person to distribute the Registrable Securities:

            ____________________________________________________________________

            ____________________________________________________________________

            If you are (a) a broker-dealer or (b) an affiliate of a
            broker-dealer who did not buy Registrable Securities in the ordinary
            course of business and at the time of your purchase had an agreement
            or understanding, directly or indirectly, with any person to
            distribute the Registrable Securities, then you will be identified
            as an underwriter in the Shelf Registration Statement.

(7)         Plan of Distribution:

            Except as set forth below, the undersigned Selling Securityholder
            intends to distribute the Registrable Securities listed above in
            Item (3) only as follows (if at all): Such Registrable Securities
            may be sold from time to time directly by the undersigned Selling
            Securityholder or, alternatively, through underwriters,
            broker-dealers or agents. Such Registrable Securities may be sold in
            one or more transactions at fixed prices, at prevailing market
            prices at the time of sale, at varying prices determined at the time
            of sale, or at negotiated prices. Such sales may be effected in
            transactions (which may involve crosses or block transactions) (i)
            on any national securities exchange or quotation service on which
            the Registered Securities may be listed or quoted at the time of
            sale, (ii) in the over-the-counter market, (iii) in transactions
            otherwise than on such exchanges or services or in the
            over-the-counter market, or (iv) through the writing of options. In
            connection with sales of the Registrable Securities or otherwise,
            the Selling Securityholder may enter into hedging transactions with
            broker-dealers, which may in turn engage in short sales of the
            Registrable Securities in the course of hedging the positions they
            assume. The Selling Securityholder may also sell Registrable
            Securities short and deliver Registrable Securities to close out
            such short positions, or loan or pledge Registrable Securities to
            broker-dealers that in turn may sell such securities.

            State any exceptions here:

                                      A-5

<PAGE>

By signing below, the Selling Securityholder acknowledges that it understands
its obligation to comply, and agrees that it will comply, with the provisions of
the Exchange Act and the rules and regulations thereunder, particularly
Regulation M.

In the event that the Selling Securityholder transfers all or any portion of the
Registrable Securities listed in Item (3) above after the date on which such
information is provided to the Company, the Selling Securityholder agrees to
notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Exchange and
Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (7) above and
the inclusion of such information in the Shelf Registration Statement and
related Prospectus. The Selling Securityholder understands that such information
will be relied upon by the Company in connection with the preparation of the
Shelf Registration Statement and related Prospectus.

In accordance with the Selling Securityholder's obligation under Section 3(d) of
the Exchange and Registration Rights Agreement to provide such information as
may be required by law for inclusion in the Shelf Registration Statement, the
Selling Securityholder agrees to promptly notify the Company of any inaccuracies
or changes in the information provided herein which may occur subsequent to the
date hereof at any time while the Shelf Registration Statement remains in
effect. All notices hereunder and pursuant to the Exchange and Registration
Rights Agreement shall be made in writing, by hand-delivery, first-class mail,
or air courier guaranteeing overnight delivery as follows:

           (i) To the Company:

                                             Simmons Company

                                             One Concourse Parkway

                                             Suite 800

                                             Atlanta, GA  30328

                                             Attention: General Counsel

           (ii) With a copy to:

                                             Weil, Gotshal and Manges LLP

                                             767 Fifth Avenue

                                             New York, New York  10153

                                             Facsimile number:  (212) 310-8007

Once this Notice and Questionnaire is executed by the Selling Securityholder and
received by the Company's counsel, the terms of this Notice and Questionnaire,
and the representations and warranties contained herein, shall be binding on,
shall inure to the benefit of and shall be enforceable by the respective
successors, heirs, personal representatives, and assigns of the Company and the
Selling Securityholder (with respect to the Registrable Securities beneficially
owned by such Selling Securityholder and listed in Item (3) above. This
Agreement shall be governed in all respects by the laws of the State of New
York.

                                      A-6

<PAGE>

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by its
duly authorized agent.

Dated:_________________________


      __________________________________________________________________________
      Selling Securityholder
      (Print/type full legal name of beneficial owner of Registrable Securities)

      By:_______________________________________________________________________
      Name:
      Title:

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON
OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY'S COUNSEL AT:

                                    Weil, Gotshal and Manges LLP

                                    767 Fifth Avenue

                                    New York, New York  10153

                                    Attention:  Rod Miller, Esq.

                                      A-7

<PAGE>

                                                                       EXHIBIT B

              NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

[Name of Trustee]
Simmons Company
c/o [Name of Trustee]
[Address of Trustee]

Attention:  Trust Officer

         Re:      Simmons Company (the "Company")
                  7.875% Senior Subordinated Notes due 2014

Dear Sirs:

Please be advised that ______________________has transferred $__________________
aggregate principal amount of the above-referenced Notes pursuant to an
effective Registration Statement on Form [_______] (File No. 333- ________ )
filed by the Company.

We hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied and that the above-named
beneficial owner of the Notes is named as a "Selling Holder" in the Prospectus
dated [date] or in supplements thereto, and that the aggregate principal amount
of the Notes transferred are the Notes listed in such Prospectus opposite such
owner's name.

Dated:

                                                     Very truly yours,

                                                         _______________________
                                                         (Name)
                                                     By:
                                                         _______________________
                                                         (Authorized Signature)

                                      A-1