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                                                                   EXHIBIT 10.33

                          CREDIT AND GUARANTY AGREEMENT

                       dated as of December 19,2003

                                     among,

                              THL BEDDING COMPANY,
                                   as Company,

           THL-SC BEDDING COMPANY AND CERTAIN SUBSIDIARIES OF COMPANY,
                                 as Guarantors,

                    THE FINANCIAL INSTITUTIONS LISTED HEREIN,
                                   as Lenders,

                       GOLDMAN SACHS CREDIT PARTNERS L.P.,
     as Sole Bookrunner, a Joint Lead Arranger and as Co-Syndication Agent,

                               UBS SECURITIES LLC,
              as a Joint Lead Arranger and as Co-Syndication Agent,

                       DEUTSCHE BANK AG, NEW YORK BRANCH,
                             as Administrative Agent

                      GENERAL ELECTRIC CAPITAL CORPORATION,
                            as Co-Documentation Agent

                                       and

                        CIT LENDING SERVICES CORPORATION,
                            as Co-Documentation Agent

             $480,000,000 TERM LOAN AND REVOLVING CREDIT FACILITIES

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                                TABLE OF CONTENTS

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SECTION 1. DEFINITIONS; INTERPRETATION ..................................      2
   1.1   Defined Terms ..................................................      2
   1.2   Accounting Terns ...............................................     39
   1.3   Interpretation, etc ............................................     39

SECTION 2. CREDIT EXTENSIONS ............................................     40
   2.1   Tranche B Term Loans ...........................................     40
   2.2   Revolving Loans and Swing Line Loans ...........................     40
   2.3   Letters of Credit ..............................................     43
   2.4   Pro Rata Shares ................................................     48
   2.5   Use of Proceeds ................................................     48
   2.6   Notes; Register; Lenders' Books and Records ....................     49
   2.7   Interest Payments ..............................................     50
   2.8   Conversion; Continuation .......................................     51
   2.9   Post-Maturity Interest .........................................     52
   2.10  Fees ...........................................................     52
   2.11  Scheduled Payments .............................................     53
   2.12  Voluntary Prepayments/Commitment Reductions ....................     54
   2.13  Mandatory Prepayments/Commitment Reductions ....................     57
   2.14  Application of Prepayments and Reductions of Commitments .......     59
   2.15  Collateral Proceeds; Guaranty Payments .........................     60
   2.16  General Provisions Regarding Payments ..........................     60
   2.17  Ratable Sharing ................................................     61
   2.18  Making or Maintaining Eurodollar Rate Loans ....................     62
   2.19  Increased Costs; Capital Adequacy ..............................     64
   2.20  Taxes; Withholding, Etc ........................................     65
   2.21  Capital Adequacy Adjustment ....................................     68
   2.22  Obligation to Mitigate .........................................     68
   2.23  Defaulting Lenders .............................................     69
   2.24  Removal or Replacement of a Lender .............................     70
   2.25  Incremental Facilities .........................................     71

SECTION 3. CONDITIONS PRECEDENT .........................................     73
   3.1   Closing Date ...................................................     73
   3.2   Conditions to Each Credit Extension ............................     79

SECTION 4. REPRESENTATIONS AND WARRANTIES ...............................     80
   4.1   Organization and Powers ........................................     80
   4.2   Qualification and Good Standing ................................     80
   4.3   Subsidiaries ...................................................     81
   4.4   Authorization of Borrowing; No Conflict ........................     81
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   4.5   Governmental Consents ..........................................     81
   4.6   Binding Obligation .............................................     82
   4.7   Valid Issuance of the Senior Subordinated Notes ................     82
   4.8   Financial Condition ............................................     82
   4.9   No Material Adverse Change .....................................     82
   4.10  Litigation; Adverse Facts ......................................     82
   4.11  Payment of Taxes ...............................................     83
   4.12  Title to Properties; Real Property .............................     83
   4.13  Collateral .....................................................     83
   4.14  Environmental ..................................................     84
   4.15  No Defaults ....................................................     85
   4.16  Governmental Regulation ........................................     85
   4.17  Margin Stock ...................................................     85
   4.18  Employee Matters ...............................................     85
   4.19  Employee Benefit Plans .........................................     85
   4.20  [Reserved] .....................................................     86
   4.21  Solvency .......................................................     86
   4.22  Certain Related Agreements .....................................     86
   4.23  [Reserved] .....................................................     86
   4.24  Disclosure .....................................................     86
   4.25  Intellectual Property ..........................................     87

SECTION 5. AFFIRMATIVE COVENANTS ........................................     87
   5.1   Financial Statements and Other Reports .........................     87
   5.2   Legal Existence, etc ...........................................     91
   5.3   Payment of Taxes and Claims ....................................     91
   5.4   Maintenance of Properties ......................................     92
   5.5   Insurance ......................................................     92
   5.6   Inspection Rights; Lender Meeting ..............................     92
   5.7   Compliance with Laws, Etc ......................................     93
   5.8   Environmental Matters ..........................................     93
   5.9   Subsidiaries ...................................................     95
   5.10  Interest Rate Protection .......................................     96
   5.11  [Reserved] .....................................................     96
   5.12  Matters Relating to Additional Real Property Collateral ........     96
   5.13  Further Assurances .............................................     98
   5.14  Execution of Credit Documents ..................................     98

SECTION 6. NEGATIVE COVENANTS ...........................................     98
   6.1   Indebtedness ...................................................     98
   6.2   Liens ..........................................................    101
   6.3   Investments ....................................................    102
</TABLE>

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   6.4   [Reserved] .....................................................    105
   6.5   Restricted Junior Payments .....................................    105
   6.6   Financial Covenants ............................................    108
   6.7   Fundamental Changes; Asset Sales ...............................    110
   6.8   Consolidated Capital Expenditures ..............................    111
   6.9   Sales and Lease-Backs ..........................................    112
   6.10  Transactions with Shareholders and Affiliates ..................    112
   6.11  Amendments or Waivers of Certain Documents .....................    113
   6.12  Conduct of Company Business ....................................    113
   6.13  Special Covenants of Holdings ..................................    113
   6.14  Fiscal Year ....................................................    114
   6.15  Securities of Company and Subsidiaries; Restrictions on
         Subsidiaries ...................................................    114
   6.16  Designated Senior Debt .........................................    114

SECTION 7. GUARANTY .....................................................    115
   7.1   Guaranty of the Obligations ....................................    115
   7.2   Limitation on Amount Guarantied ................................    115
   7.3   Payment by Guarantors ..........................................    116
   7.4   Liability of Guarantors Absolute ...............................    116
   7.5   Waivers by Guarantors ..........................................    118
   7.6   Guarantors' Rights of Subrogation, Contribution. Etc ...........    119
   7.7   Subordination of Other Obligations .............................    120
   7.8   Continuing Guaranty ............................................    120
   7.9   Authority of Guarantors or Company .............................    120
   7.10  Financial Condition of Company and Guarantors ..................    120
   7.11  Bankruptcy, Etc ................................................    121
   7.12  Discharge of Guaranty Upon Sale of Guarantor ...................    121

SECTION 8. EVENTS OF DEFAULT ............................................    121
   8.1   Events of Default ..............................................    121
   8.2   Certain Option of Lenders ......................................    125
   8.3   Company's Right to Cure Financial Performance Covenants ........    126

SECTION 9. AGENTS .......................................................    126
   9.1   Appointment of Agents ..........................................    126
   9.2   Powers and Duties ..............................................    127
   9.3   General Immunity ...............................................    127
   9.4   Agent Entitled to Act as Lender ................................    128
   9.5   Lenders' Representations and Warranties ........................    128
   9.6   Right to Indemnity .............................................    129
   9.7   Successor Administrative Agent and Swing Line Lender ...........    129
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   9.8   Collateral Documents and Guaranties ............................    130

SECTION 10. MISCELLANEOUS ...............................................    132
   10.1  Notices ........................................................    132
   10.2  Expenses .......................................................    132
   10.3  Indemnity ......................................................    133
   10.4  Set-Off ........................................................    134
   10.5  Amendments and Waivers .........................................    135
   10.6  Successors and Assigns; Participations .........................    137
   10.7  Independence of Covenants ......................................    140
   10.8  Survival of Representations, Warranties and Agreements .........    140
   10.9  No Waiver; Remedies Cumulative .................................    140
   10.10 Marshalling; Payments Set Aside ................................    140
   10.11 Severability ...................................................    141
   10.12 Obligations Several; Independent Nature of Lenders' Rights .....    141
   10.13 Headings .......................................................    141
   10.14 APPLICABLE LAW .................................................    141
   10.15 CONSENT TO JURISDICTION AND SERVICE OF
         PROCESS ........................................................    141
   10.16 WAIVER OF JURY TRIAL ...........................................    142
   10.17 Confidentiality ................................................    142
   10.18 Counterparts; Effectiveness ....................................    143
   10.19 Maximum Amount .................................................    144
</TABLE>

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SCHEDULES:

   1.1(b)   Term Loan Amounts, Revolving Loan Commitments and Pro Rata Shares
   3.l(e)   Closing Date Mortgaged Property
   4.1      Subsidiaries of Holdings
   4.12     Real Property Assets
   6.1      Certain Existing Indebtedness
   6.2      Certain Existing Liens
   6.3      Certain Existing Investments

EXHIBITS:

   A-1      Funding Notice
   A-2      Conversion/Continuation Notice
   A-3      Request for Issuance
   B-1      Tranche B Term Loan Note
   B-2      New Term Loan Note
   B-3      Revolving Note
   B-4      Swing Line Note
   C        Compliance Certificate
   D-1      Opinion of Weil, Gotshal & Manges LLP
   D-2      Opinion of Skadden, Arps, Slate, Meagher & Flom LLP
   E        Assignment Agreement
   F        Certificate Re Non-Bank Status
   G        Solvency Certificate
   H        Closing Date Certificate
   I        Counterpart Agreement
   J        Pledge and Security Agreement
   K        Mortgage
   L        Certain Adjustments to EBITDA
   M        Joinder Agreement
   N        Assumption Agreement
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                          CREDIT AND GUARANTY AGREEMENT

         This CREDIT AND GUARANTY AGREEMENT dated as of December 19, 2003, is
entered into by and among THL BEDDING COMPANY, a Delaware corporation
("COMPANY"), THL-SC BEDDING COMPANY, a Delaware corporation ("HOLDINGS"),
CERTAIN SUBSIDIARIES OF COMPANY PARTY HERETO, as Guarantors, GOLDMAN SACHS
CREDIT PARTNERS L.P. ("GSCP"), as sole bookrunner, joint lead arranger and as
co-syndication agent, THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES
HERETO (together with each such institution's successors and permitted assigns,
each a "LENDER"), UBS SECURITIES LLC ("UBSS"), as joint lead arranger and
co-syndication agent, DEUTSCHE BANK AG, NEW YORK BRANCH ("DBNY"), as
administrative agent for Lenders (together with its permitted successors in such
capacity, "ADMINISTRATIVE AGENT") and as collateral agent for Lenders (together
with its permitted successors in such capacity, "COLLATERAL AGENT"), GENERAL
ELECTRIC CAPITAL CORPORATION ("GE CAPITAL") as Co-Documentation Agent, and CIT
LENDING SERVICES CORPORATION ("CIT") as Co-Documentation Agent.

                                    RECITALS

         WHEREAS, capitalized terms used herein having the meanings assigned to
those terms in Section 1.1;

         WHEREAS, the Equity Investors have formed Parent, Holdings and its
wholly-owned Subsidiary, Company, for the purpose of consummating the
transactions described below;

         WHEREAS, (i) Company intends to acquire (the "ACQUISITION") not less
than 84% of the outstanding capital stock of Simmons HoldCo, (ii) the Management
Investors intend to exchange certain of their outstanding common stock of
Simmons HoldCo (or options to acquire common stock) for common stock of Holdings
or Parent, (iii) Fenway will exchange all of its outstanding common stock of
Simmons HoldCo for 10% of common stock of Holdings or Parent, and (iv) Company
will make cash payments to Sellers;

         WHEREAS, Company has requested that Lenders extend certain credit
facilities in an aggregate principal amount of $480,000,000 the proceeds of
which will be used, together with (i) the net cash proceeds of the Equity
Financing contributed by Holdings to Company, (ii) not less than $200,000,000 in
cash proceeds of the Senior Subordinated Notes and (iii) not less than
$140,000,000 in cash proceeds of the Senior Unsecured Term Loans, to satisfy the
Acquisition Financing Requirements and to provide financing for the working
capital and general corporate requirements of Holdings and its Subsidiaries;

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         WHEREAS, concurrently with the consummation of the Acquisition, Company
will merge with and into Simmons HoldCo, with Simmons HoldCo being the surviving
corporation and, immediately following such merger, Simmons Company, a Delaware
corporation ("PRE-MERGER SIMMONS"), will merge with and into Simmons HoldCo with
Simmons HoldCo being the surviving corporation and changing its name to "Simmons
Company", such surviving company being referred to herein as
"SIMMONS" (collectively, the "MERGERS");

         WHEREAS, immediately following the consummation of the Mergers, all
references herein to "Company" shall be deemed to be references to Simmons, as
the surviving corporation;

         WHEREAS, Company desires to secure all of the Obligations by granting
to Collateral Agent, on behalf of the Secured Parties, a First Priority Lien on
certain of its real and substantially all of its personal property, including a
pledge of all of the capital stock of each of its Domestic Subsidiaries and 65%
of the capital stock of each of the Foreign Subsidiaries which is directly owned
by Company; and

         WHEREAS, Holdings and certain Subsidiaries of Company desire to
guarantee the Obligations and to secure their guaranties by granting to
Collateral Agent, on behalf of the Secured Parties, a First Priority Lien on
certain of their real and substantially all of their respective personal
property, including (i) a pledge of all of the capital stock of Company and (ii)
a pledge of all of the capital stock of each Domestic Subsidiary which is a
Subsidiary Guarantor and 65% of the capital stock of each Foreign Subsidiary
which is directly owned by a Subsidiary Guarantor.

         NOW, THEREFORE, in consideration of the premises and the agreements,
provisions and covenants herein contained, Holdings, Company, each of its
Subsidiaries party hereto, Lenders and Agents agree as follows:

SECTION 1. DEFINITIONS; INTERPRETATION

         1.1      DEFINED TERMS. The following terms used herein, including
(except to the extent specifically stated otherwise) the preamble, recitals,
exhibits and schedules hereto, shall have the following meanings:

         "ACQUISITION" has the meaning assigned to that term in the recitals to
this Agreement.

         "ACQUISITION FINANCING REQUIREMENTS" means the amounts necessary (i) to
pay the cash portion of the purchase price for the shares of Simmons HoldCo
stock to be paid in connection with the Acquisition, (ii) to refinance all
Indebtedness outstanding under Company's existing credit agreement, dated as of
October 29, 1998, as amended to date, among Simmons HoldCo, Pre-Merger Simmons,
the lenders party thereto and UBS A.G., Stamford Branch, as administrative
agent, (iii) to purchase and discharge the Existing Notes tendered pursuant to
the Tender Offer, (iv) to repay the Junior Note, (v) to pay all

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other amounts payable pursuant to the Stock Purchase Agreement and (v) to pay
Transaction Costs.

         "ADJUSTED EURODOLLAR RATE" means, for any Interest Rate Determination
Date with respect to an Interest Period for a Eurodollar Rate Loan, the rate per
annum obtained by dividing (i) the offered rate (rounded upward to the nearest
1/16 of one percent) appearing on the Dow Jones/Telerate Monitor on Telerate
Access Service Page 3750 (British Bankers Association Settlement Rate) (or if
such page or service is not available, any page reasonably determined by
Administrative Agent to be the successor thereto) at or about 10:00 a.m. (New
York time) on such Interest Rate Determination Date for U.S. dollar deposits of
amounts in same day funds comparable to the principal amount of the Eurodollar
Rate Loan for which the Adjusted Eurodollar Rate is then being determined with
maturities comparable to such Interest Period, by (ii) the difference of (1) a
percentage equal to 100%, minus (2) the stated maximum rate of all reserve
requirements (including any marginal, emergency, supplemental, special or other
reserves) applicable on such Interest Rate Determination Date to any member bank
of the Federal Reserve System in respect of "Eurocurrency liabilities" as
defined in Regulation D (or any successor category of liabilities under
Regulation D). If for any reason the portion of the Adjusted Eurodollar Rate
determined by reference to the mechanics of clause (i) of this definition is
unavailable, as determined by Administrative Agent, such portion of Adjusted
Eurodollar Rate for the applicable Interest Period shall mean the offered
quotation (rounded upward to the nearest 1/16 of one percent) to first class
banks in the London interbank market by DBNY for U.S. dollar deposits of amounts
in same day funds comparable to the principal amount of the Eurodollar Rate Loan
of DBNY for which the Adjusted Eurodollar Rate is then being determined with
maturities comparable to such Interest Period as of approximately 10:00 a.m.
(New York time) on such Interest Rate Determination Date.

         "ADJUSTED MAXIMUM AMOUNT" has the meaning assigned to that term in
Section 7.2(b).

         "ADMINISTRATIVE AGENT" has the meaning assigned to that term in the
preamble hereto.

         "ADVERSE PROCEEDING" means any action, suit, proceeding (whether
administrative, judicial or otherwise), governmental investigation or
arbitration (whether or not purportedly on behalf of Company or any of its
Subsidiaries) at law or in equity, or before or by any federal, state, municipal
or other governmental department, commission, board, bureau, agency or
instrumentality, domestic or foreign (including any Environmental Claims),
whether pending or, to the knowledge of Company or its Material Subsidiaries,
threatened in writing against or affecting Company or any of its Subsidiaries or
any property of Company or any of its Subsidiaries.

         "AFFECTED LENDER" has the meaning assigned to that term in Section
2.18(b).

         "AFFECTED LOANS" has the meaning assigned to that term in Section
2.18(b).

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         "AFFILIATE," as applied to any Person, means any other Person directly
or indirectly controlling, controlled by, or under common control with, that
Person. For the purposes of this definition, "CONTROL" (including, with
correlative meanings, the terms "CONTROLLING," "CONTROLLED BY" and "UNDER COMMON
CONTROL WITH"), as applied to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and
policies of that Person, whether through the ownership of voting securities or
by contract or otherwise. Notwithstanding the foregoing, neither any Agent or
any Lender shall be deemed to be an Affiliate of any Credit Parties or any
Affiliate thereof.

         "AGENT" means each of the Co-Syndication Agents, Joint Lead Arrangers,
Administrative Agent, Collateral Agent and Co-Documentation Agents.

         "AGGREGATE PAYMENTS" has the meaning assigned to that term in Section
7.2(b).

         "AGREEMENT" means this Credit and Guaranty Agreement, as it may be
amended, restated, supplemented or otherwise modified from time to time.

         "APPLICABLE COMMITMENT FEE PERCENTAGE" means (a) from the Closing Date
until the date of delivery of financial statements for the period ending on the
last day of the second complete Fiscal Quarter to end after the Closing Date,
0.50% per annum, and (b) thereafter, (A) 0.50% per annum and (B) 0.375% per
annum if and for so long as the Leverage Ratio in effect from time to time is
less than 4.50:1.00; provided, (A) no change in the Applicable Commitment Fee
Percentage shall be effective until three Business Days after the date on which
Administrative Agent receives the financial statements and a Compliance
Certificate pursuant to Section 5.1(d) calculating the Leverage Ratio, and (B)
the Applicable Commitment Fee Percentage shall be 0.50% per annum, in each case
for so long (but only for so long) as Company has not submitted to
Administrative Agent the information described in clause (A) when required under
Section 5.1(d).

         "APPLICABLE MARGIN" means (i) (a) from the Closing Date until the date
of delivery of financial statements for the period ending on the last day of the
second complete Fiscal Quarter to end after the Closing Date, 1.75% per annum
for Tranche B Term Loans which are Base Rate Loans and 2.75% per annum for
Tranche B Term Loans which are Eurodollar Rate Loans, and (b) thereafter (A)
1.75% per annum for Tranche B Term Loans which are Base Rate Loans and 2.75% for
Tranche B Term Loans which are Eurodollar Rate Loans or (B) 1.50% per annum for
Tranche B Term Loans which are Base Rate Loans and 2.50% per annum for Tranche B
Term Loans which are Eurodollar Rate Loans if and for so long as (y) the
Leverage Ratio in effect from time to time is less than 4.50:1.00 or (z) the
Loans are rated at least B1 or better by Moody's; (ii) for Swing Line Loans,
1.00% per annum, and (iii) for Revolving Loans, (a) from the Closing Date until
the date of delivery of financial statements for the period ending on the last
day of the second complete Fiscal Quarter to end after the Closing Date, 1.50%
per annum in the case of Revolving Loans which are Base Rate Loans, and 2.50%
per annum in the case of Revolving Loans which are Eurodollar Rate Loans, and
(b) thereafter, the applicable

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percentage per annum determined by reference to the Leverage Ratio in effect
from time to time as set forth below:

<TABLE>
<CAPTION>
                                        APPLICABLE MARGIN FOR        APPLICABLE MARGIN FOR
                                      REVOLVING LOANS WHICH ARE      REVOLVING LOANS WHICH
         LEVERAGE RATIO                   EURODOLLAR LOANS            ARE BASE RATE LOANS
         --------------                   ----------------            -------------------
<S>                                   <C>                            <C>
         > or = 5.00:1.00                       2.50%                        1.50%

<5.00:1.00 and > or = 4.50: 1.00                2.25%                        1.25%

<4.50:1.00 and > or = 4.00: 1.00                2.00%                        1.00%

<4.00:1.00 and > or = 3.50: 1.00                1.75%                        0.75%

           <3.50: 1.00                          1.50%                        0.50%
</TABLE>

;provided, (A) no change in the Applicable Margin shall be effective until three
Business Days after the date on which Administrative Agent receives the
financial statements and a Compliance Certificate pursuant to Section 5.1(d)
calculating the Leverage Ratio, and (B) the Applicable Margin for Tranche B Term
Loans and Revolving Loans shall be the applicable percentage per annum amount
set forth opposite the greatest Leverage Ratio above, in each case for so long
(but only for so long) as Company has not submitted to Administrative Agent the
information described in clause (A) when required under Section 5.1(D). The
Applicable Margin with respect to any Series of New Term Loans shall be set
forth in the Joinder Agreement for such Series.

         "ASSET SALE" means a sale, lease or sub-lease (as lessor or sublessor),
transfer, conveyance or disposition to any Person of all or any part of
Company's or any of its Subsidiaries' businesses, properties or assets,
including, without limitation, a sale, transfer or other disposition of any
Security of Company or any of its Subsidiaries.

         "ASSIGNMENT AGREEMENT" means an Assignment and Assumption Agreement in
the form of Exhibit E.

         "ASSUMPTION AGREEMENT" means an Assumption Agreement in the form of
Exhibit N.

         "AUTHORIZED OFFICERS" means, as applied to any Person, (i) its chairman
of the board (if an officer) or president or one of its board-elected vice
presidents, and (ii) its chief financial officer, treasurer or assistant
treasurer.

         "BANKRUPTCY CODE" means Title 11 of the United States Code entitled
"Bankruptcy", as now and hereafter in effect, or any successor statute.

         "BASE RATE" means, at any time, the higher of (i) the Prime Rate, and
(ii) the rate equal to the sum of (a) 0.50%, plus (b) the Federal Funds
Effective Rate.

         "BASE RATE LOAN" means a Loan bearing interest at a rate determined by
reference to the Base Rate.

         "BENEFICIARY" means Administrative Agent, each of the other Agents,
each of the Lenders, and each Lender Counterparty.

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         "BUSINESS DAY" means any day excluding Saturday, Sunday and any day
which is a legal holiday under the laws of the State of New York or is a day on
which banking institutions located in such state are authorized or required by
law or other governmental action to close, and with respect to all notices,
determinations, fundings and payments in connection with the Adjusted Eurodollar
Rate or any Eurodollar Rate Loans, that is also a day for trading by and between
banks in Dollar deposits in the London interbank market.

         "CAPITAL LEASE" means, as applied to any Person, any lease of any
 property (whether real, personal or mixed) by that Person as lessee that, in
 conformity with GAAP, is accounted for as a capital lease on the balance sheet
 of that Person.

         "CAPTIVE INSURANCE SUBSIDIARY" has the meaning assigned to that term in
Section 6.3(i).

         "CASH" means money, currency or a credit balance in any demand or
deposit account.

         "CASH EQUIVALENTS" means, as at any date of determination, (i)
marketable securities (a) issued or directly and unconditionally guaranteed as
to interest and principal by the United States Government or (b) issued by any
agency or instrumentality of the United States the obligations of which are
backed by the full faith and credit of the United States, in each case maturing
within one year after such date; (ii) marketable general obligations issued by
any state of the United States of America or any political subdivision of any
such state or any public instrumentality thereof, in each case maturing within
one year after such date and having, at the time of the acquisition thereof, a
rating of "A" or better from either Standard & Poor's Ratings Group ("S&P") or
Moody's; (iii) Commercial paper maturing no more than one year from the date of
creation thereof and having, at the time of the acquisition thereof, a rating of
at least A-1 from S&P or at least P-1 from Moody's; (iv) certificates of
deposit, time deposits, eurodollar time deposits or bankers' acceptances
maturing within one year after such date and issued or accepted by any Lender or
by any commercial bank organized under the laws of the United States of America
or any state thereof or the District of Columbia that has capital and surplus in
excess of $500,000,000; (v) repurchase obligations for underlying securities of
the types described in clauses (i), (ii) and (iv) above entered into with any
financial institution meeting the qualifications specified in clause (iv) above;
and (vi) shares of any money market mutual fund that invests substantially all
of its assets in the types of investments referred to in clauses (i) through
(iv) above or in Dollars.

         "CERTIFICATES OF MERGER" means (i) the Certificate of Ownership and
Merger dated as of December 19, 2003 by and between Company and Simmons HoldCo
and (ii) the Certificate of Ownership and Merger dated as of December 19, 2003
by and between Simmons HoldCo and Pre-Merger Simmons, in the form delivered to
Administrative Agent prior to or concurrently with the execution of this
Agreement.

         "CERTIFICATE RE NON-BANK STATUS" means a certificate in the form of
Exhibit F.

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         "CFO CERTIFICATION" means, with respect to the financial statements for
which such certification is required, the certification of the chief financial
officer of Company that such financial statements fairly present, in all
material respects, the financial condition of Company and its Subsidiaries as at
the dates indicated and the results of their operations and their cash flows for
the periods indicated, subject to (in the case of unaudited financial
statements) changes resulting from audit and normal year-end adjustments and, in
the case of monthly financial statements, the absence of footnotes.

         "CHANGE OF CONTROL" means the earlier to occur of (a) the Equity
Investors shall cease to have the power, directly or indirectly, to vote or
direct the voting of equity Securities having a majority of the ordinary voting
power for the election of directors of Holdings; provided, that the occurrence
of the foregoing event shall not be deemed a Change of Control if,

         (i)      any time prior to the consummation of an initial public
                  offering of either Parent or Holdings, and for any reason
                  whatsoever, (A) the Equity Investors otherwise have the right
                  to designate (and does so designate) a majority of the board
                  of directors of Holdings or (B) the Equity Investors own of
                  record and beneficially, directly or indirectly, an amount of
                  common stock of Holdings equal to an amount of more than fifty
                  percent (50%) of the amount of common stock of Holdings owned,
                  directly or indirectly, by the Equity Investors of record and
                  beneficially as of the Closing Date and such ownership by the
                  Equity Investors represents the largest single block of voting
                  securities of Holdings held by any Person or related group for
                  purposes of Section 13(d) of the Securities and Exchange Act
                  of 1934, as amended, or

         (ii)     at any time after the consummation of an initial public
                  offering of either Parent or Holdings, and for any reason
                  whatsoever, (A) no "person" or "group" (as such terms are used
                  in sections 13(d) and 14(d) of the Securities Exchange Act of
                  1934, as amended, but excluding any employee benefit plan of
                  such Person and its Subsidiaries, and any person or entity
                  acting in its capacity as trustee, agent or other fiduciary or
                  administrator of any such plan), excluding the Equity
                  Investors, shall become the "beneficial owner" (as defined in
                  Rules 13(d)-3 and 13(d)-5 under such Act), directly or
                  indirectly, of more than the greater of (x) thirty-five
                  percent (35%) of the then outstanding voting stock of Holdings
                  or (y) the percentage of the then outstanding voting stock of
                  Holdings owned beneficially, directly or indirectly, by the
                  Equity Investors, (B) during any period of twelve (12)
                  consecutive months, the board of directors of Holdings shall
                  consist of a majority of the Continuing Directors or (C) the
                  Equity Investors have the power, directly or indirectly, to
                  vote or direct the voting of at least thirty percent (30%) of
                  the voting of securities having a majority of the ordinary
                  voting power for the election of directors of Holdings; or

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         (b)      any "Change of Control" (or any comparable term) in any
document pertaining to the Subordinated Indebtedness with an aggregate
outstanding principal amount in excess of $20,000,000; or

         (c)      Holdings shall cease to own 100% of the equity Securities of
Company.

         "CIT" has the meaning assigned to that term in the preamble hereto.

         "CLASS" means (i) with respect to Lenders, each following class of
Lenders: (a) Lenders having Tranche B Term Loan Exposure, (b) Lenders having
Revolving Credit Exposure (including Swing Line Lender), and (c) Lenders having
New Term Loan Exposure of each Series, and (ii) with respect to Loans, each of
the following class of Loans: (a) Tranche B Term Loans, (b) Revolving Loans
(including Swing Line Loans) and (c) each Series of New Term Loans.

         "CLOSING DATE" means the date on or before December 19, 2003 on which
the Tranche B Term Loans are made.

         "CLOSING DATE CERTIFICATE" means a certificate in the form of Exhibit
H.

         "CLOSING DATE MORTGAGED PROPERTY" has the meaning assigned to that term
in Section 3.1(e).

         "CO-DOCUMENTATION AGENTS" means each of, GE Capital and CIT in its
capacity as a co-documentation agent.

         "COLLATERAL" means all of the properties and assets (including capital
stock) in which Liens are purported to be granted by the Collateral Documents.

         "COLLATERAL AGENT" has the meaning assigned to that term in the
preamble hereto.

         "COLLATERAL DOCUMENTS" means the Pledge and Security Agreement, the
Mortgages and any other documents, instruments or agreements delivered by any
Credit Party pursuant to this Agreement or any of the other Credit Documents in
order to grant or perfect Liens on any assets of such Credit Party as security
for the Obligations.

         "COLLATERAL QUESTIONNAIRE" means a certificate of an Authorized Officer
in a form reasonably satisfactory to Collateral Agent that provides information
with respect to the personal or mixed property of each Credit Party.

         "COMMERCIAL LETTER OF CREDIT" means any letter of credit or similar
instrument issued for the purpose of providing the primary payment mechanism in
connection with the purchase of any materials, goods or services by Company or
any of its Subsidiaries in the ordinary course of business of Company or such
Subsidiary.

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         "COMMITMENTS" means, collectively, the Swing Line Loan Commitments, the
Revolving Loan Commitments, the New Revolving Loan Commitments and the New Term
Loan Commitments.

         "COMPANY" has the meaning assigned to that term in the preamble hereto.

         "COMPLIANCE CERTIFICATE" means a certificate executed by an Authorized
Officer in the form of Exhibit C.

         "CONSOLIDATED ADJUSTED EBITDA" means, for any period, without
duplication, the sum of the amounts for such period of (i) Consolidated Net
Income, plus to the extent the following amounts were deducted in calculating
Consolidated Net Income: (ii) Consolidated Interest Expense, plus (iii)
provisions for taxes based on income, plus (iv) total depreciation expense, plus
(v) total amortization expense, plus (vi) Management Fees, plus (vii) ESOP
expenses, plus (viii) the aggregate amount of the fees, costs and cash expenses
paid by Company in connection with the consummation of the Acquisition
(including, without limitation, bonus and option payments) for such period, plus
(ix) other non-cash items reducing Consolidated Net Income (including, without
limitation, non-cash purchase accounting adjustments and debt extinguishment
costs but excluding accruals of expenses and the establishment of reserves in
the ordinary course of business), plus (x) the Cure Amount, if any, received by
Company in respect of such period, plus (xi) any extraordinary, unusual or
non-recurring gains or losses or charges or credits, including, but not limited
to, any expenses relating to the Acquisition, the Mergers and the Related
Agreements, plus (xii) any reasonable expenses or charges related to any
issuance of Securities, Investments permitted under Section 6.3, Permitted
Acquisitions, recapitalizations, Asset Sales permitted by Section 6.7 or
Indebtedness permitted to be incurred under Section 6.1, less other non-cash
items increasing Consolidated Net Income (other than accruals of revenue or
reversals of reserves in the ordinary course of business), all of the foregoing
as determined on a consolidated basis for Company and its Subsidiaries in
conformity with GAAP; provided, that for the periods set forth on Exhibit-L,
Consolidated Adjusted EBITDA shall be the amount set forth opposite such period
on Exhibit L.

         "CONSOLIDATED CAPITAL EXPENDITURES" means, for any period, the sum of
(i) the aggregate of all expenditures (whether paid in cash or other
consideration or accrued as a liability and including that portion of Capital
Leases which is capitalized on the consolidated balance sheet of Company and its
Subsidiaries) by Company and its Subsidiaries during that period that, in
conformity with GAAP, are included in "additions to property, plant or
equipment" or comparable items reflected in the consolidated statement of cash
flows of Company and its Subsidiaries; provided, however, that Consolidated
Capital Expenditures shall not include (i) any expenditures by Company or any of
its Subsidiaries during that period in connection with a Permitted Acquisition
or, (ii) capital expenditures arising from deployment of any Proposed
Reinvestment Proceeds or the Net Cash Proceeds of any issuance of Securities not
otherwise required to repay the Loans pursuant to Section 2.13(b) or (iii) any
expenditures made with respect to the

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original acquisition of any property that has been transferred pursuant to a
Permitted Sale/Lease-Back Transaction permitted by Section 6.9.

         "CONSOLIDATED CASH INTEREST EXPENSE" means, for any period,
Consolidated Interest Expense for such period; provided, however, any (i)
interest expense not payable in Cash (including amortization of discount and
amortization of debt issuance costs), but excluding, however, any amounts
referred to in Section 2.10 payable on or before the Closing Date and (ii) any
costs associated with mark-to-market changes in Interest Rate Agreements and any
other charges or payments related to any Interest Rate Agreements, in each case,
shall be excluded from the calculation of Consolidated Cash Interest Expense.

         "CONSOLIDATED CURRENT ASSETS" means, as at any date of determination,
the total assets of Company and its Subsidiaries on a consolidated basis that
may properly be classified as current assets in conformity with GAAP, excluding
(i) Cash and Cash Equivalents, (ii) assets (other than inventory) that are held
for sale and (iii) assets pertaining to the Retail Business (including inventory
pertaining to the Retail Business) that are held for sale.

         "CONSOLIDATED CURRENT LIABILITIES" means, as at any date of
determination, the total liabilities of Company and its Subsidiaries on a
consolidated basis that may properly be classified as current liabilities in
conformity with GAAP, excluding any current liabilities with respect to
long-term Indebtedness, excluding liabilities associated with the Retail
Business that are held for sale.

         "CONSOLIDATED EXCESS CASH FLOW" means, for any period, an amount (if
positive) equal to the difference of (a) the sum, without duplication, of the
amounts for such period of (i) Consolidated Adjusted EBITDA, plus (ii) the
Consolidated Working Capital Adjustment (excluding any non-cash adjustments to
Consolidated Working Capital Adjustment), minus (b) the sum, without
duplication, of the amounts for such period of (i) voluntary prepayments
(including repurchases of Term Loans made pursuant to Section 2.12), mandatory
prepayments pursuant to Section 2.13(dl and scheduled repayments of Consolidated
Total Debt (excluding repayments of Revolving Loans or Swing Line Loans except
to the extent the Revolving Loan Commitments are permanently reduced in
connection with such repayments), plus (ii) Consolidated Capital Expenditures
(net of any proceeds of any related financings with respect to such
expenditures), plus (iii) Consolidated Cash Interest Expense (without giving
effect to the proviso set forth in the definition thereof), plus (iv) the
provision for current taxes based on income of Company and its Subsidiaries and
payable in cash with respect to such period, plus (v) Management Fees actually
paid in cash during such period, plus (vi) the cash portion of any purchase
price payments made during such period by Company or any of its Subsidiaries in
connection with any Permitted Acquisition or Investments (net of the proceeds of
any related debt or equity financings with respect to such Investments), plus
(vii) the cash portion of any purchase price payments made during such period by
Company or any of its Subsidiaries in connection with the acquisition of any
Intellectual Property (net of any proceeds of any related financings with
respect to such expenditures),

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plus (viii) the cash portion of any Restricted Junior Payments made by Company
during such period pursuant to Section 6.5 (net of any proceeds of any related
financings with respect to such Restricted Junior Payments), plus (ix) cash
expenses and charges added to Consolidated Net Income for purposes of
determining Consolidated Adjusted EBITDA pursuant to clauses (xi) and (xii)
thereof plus, (x) the Cure Amount, if any.

         "CONSOLIDATED INTEREST EXPENSE" means, for any period, total interest
expense (including that portion attributable to Capital Leases in accordance
with GAAP and capitalized interest) of Company and its Subsidiaries on a
consolidated basis with respect to all outstanding Indebtedness of Company and
its Subsidiaries, including all commissions, discounts and other fees and
charges owed with respect to letters of credit and bankers' acceptance
financing, but excluding net costs under Interest Rate Agreements. For purposes
of greater clarity, it is understood that "Consolidated Interest Expense"
excludes interest income.

         "CONSOLIDATED NET INCOME" means, for any period, the net income (or
loss) of Company and its Subsidiaries on a consolidated basis for such period
determined in conformity with GAAP; provided, there shall be excluded the sum of
(i) the income (or loss) of any Person (other than a Subsidiary of Company) in
which any other Person (other than Company or any of its Subsidiaries) has a
joint interest, except to the extent of the amount of dividends or other
distributions actually paid to Company or any of its Subsidiaries by such
Person during such period; plus (ii) the income (or loss) of any Person accrued
prior to the date it becomes a Subsidiary of Company or is merged into or
consolidated with Company or any of its Subsidiaries or that Person's assets are
acquired by Company or any of its Subsidiaries; plus (iii) the income of any
Subsidiary of Company to the extent that the declaration or payment of dividends
or similar distributions by that Subsidiary of that income is not at the time
permitted by operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule or governmental regulation
applicable to that Subsidiary; plus (iv) any after-tax gains or losses
attributable to Asset Sales or returned surplus assets of any Pension Plan; plus
(v) (to the extent not included in clauses (i) through (iv) above) any net
non-cash extraordinary gains or net non-cash extraordinary losses; plus (vi) for
purposes of Section 6.5 only, any goodwill impairment charges; plus (vii) for
purposes of Section 6.6 only, any gains, losses or charges associated with
Interest Rate Agreements.

         "CONSOLIDATED TOTAL DEBT" means, as at any date of determination, the
aggregate stated balance sheet amount of all Indebtedness of the type specified
in clauses (a) or (b) of the definition thereof of Company and its Subsidiaries,
determined on a consolidated basis in accordance with GAAP.

         "CONSOLIDATED WORKING CAPITAL" means, as at any date of determination,
the excess of Consolidated Current Assets less Consolidated Current Liabilities.

         "CONSOLIDATED WORKING CAPITAL ADJUSTMENT" means, for any period on a
consolidated basis, the amount (which may be a negative number) by which
Consolidated Working Capital as of the beginning of such period exceeds (or is
less than) Consolidated

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Working Capital as of the end of such period, excluding any pro forma effects of
changes in the classification of assets held for sale.

         "CONTINGENT OBLIGATION" means, as to any Person, without duplication,
any obligation, contingent or otherwise, of such Person guaranteeing or having
the economic effect of guaranteeing any Indebtedness or other obligation payable
or performable by another Person (the "PRIMARY OBLIGOR") in any manner, whether
directly or indirectly, and including any obligation of such Person, direct or
indirect, (i) to purchase or pay (or advance or supply funds for the purchase or
payment of) such Indebtedness or other obligation, (ii) to purchase or lease
property, securities or services for the purpose of assuring the obligee in
respect of such Indebtedness or other obligation of the payment or performance
of such Indebtedness or other obligation, (iii) to maintain working capital,
equity capital or any other financial statement condition or liquidity or level
of income or cash flow of the primary obligor so as to enable the primary
obligor to pay such Indebtedness or other obligation, or (iv) entered into for
the purpose of assuring in any other manner the obligee in respect of such
Indebtedness or other obligation of the payment or performance thereof or to
protect such obligee against loss in respect thereof (in whole or in part). The
amount of any Contingent Obligation shall be deemed to be an amount equal to the
stated or determinable amount of the related primary obligation, or portion
thereof, in respect of which such Contingent Obligation is made or, if not
stated or determinable, the maximum reasonably anticipated liability in respect
thereof as determined by such Person in good faith.

         "CONTINUING DIRECTORS" shall mean the directors of Holdings on the
Closing Date, after giving effect to the Acquisition and the other transactions
contemplated hereby, and each other director, if, in each case, such other
directors' nomination for election to the board of directors of Holdings is
recommended by a majority of the then Continuing Directors or such other
director receives the vote of the Equity Investors in his or her election by the
stockholders of Holdings.

         "CONTRACTUAL OBLIGATION" means, as applied to any Person, any provision
of any equity Security issued by that Person or of any material indenture,
mortgage, deed of trust, contract, undertaking, agreement or other instrument to
which that Person is a party or by which it or any of its properties is bound or
to which it or any of its properties is subject.

         "CONTRIBUTING GUARANTORS" has the meaning assigned to that term in
Section 7.2(b).

         "CONVERSION/CONTINUATION NOTICE" means a notice in the form of Exhibit
A-2.

         "CO-OP SUBSIDIARY" means a Subsidiary formed by The Simmons
Manufacturing Co., LLC, Simmons Caribbean Bedding, Inc. (or another Subsidiary
of Company) and a third Person formed to operate as a "T corporation" under the
Internal Revenue Code.

         "CO-SYNDICATION AGENT" means each of GSCP and UBSS in its capacity as a
co-syndication agent.

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         "COUNTERPART AGREEMENT" means a counterpart agreement in the form of
Exhibit I.

         "CREDIT DOCUMENT" means any of this Agreement, the Notes, the
Assumption Agreement, any documents or certificates executed by Company in favor
of Issuing Bank relating to the Letters of Credit, the Collateral Documents and
all other documents, instruments or agreements executed and delivered by a
Credit Party for the benefit of Agents, Issuing Bank or any Lender in
connection herewith (in each case, as such other documents, instruments or
agreements may be amended, restated, supplemented or otherwise modified from
time to time).

         "CREDIT EXTENSION" means the making of a Loan or the issuing of a
Letter of Credit.

         "CREDIT EXTENSION DATE" means the date of a Credit Extension.

         "CREDIT PARTY" means Holdings, Company and the Subsidiary Guarantors.

         "CURE AMOUNT" has the meaning assigned to that term in Section 8.3.

         "CURE RIGHT" has the meaning assigned to that term in Section 8.3.

         "CURRENCY AGREEMENT" means any foreign exchange contract, currency swap
agreement, futures contract, option contract, synthetic cap or other similar
agreement or arrangement to which Company or any of its Subsidiaries is a party
and which is designed to hedge against fluctuations in currency values and not
for speculative purposes.

         "DBNY" has the meaning assigned to that term in the preamble hereto.

         "DEFAULT" means a condition or event that, after notice or lapse of
time or both, would constitute an Event of Default.

         "DEFAULT EXCESS" means, with respect to any Defaulting Lender, the
excess, if any, of such Defaulting Lender's Pro Rata Share of the aggregate
outstanding principal amount of Revolving Loans of all Lenders (calculated as if
all Defaulting Lenders (other than such Defaulting Lender) had funded all of
their respective Defaulted Revolving Loans) over the aggregate outstanding
principal amount of all Revolving Loans of such Defaulting Lender.

         "DEFAULTING LENDER" has the meaning assigned to that term in Section
2.23.

         "DEFAULT PERIOD" means, with respect to any Defaulting Lender, the
period commencing on the date of the applicable Funding Default and ending on
the earliest of the following dates: (i) the date on which all Commitments are
cancelled or terminated and/or the Obligations are declared or become
immediately due and payable, (ii) the date on which (a) the Default Excess with
respect to such Defaulting Lender shall have been reduced to zero (whether by
the funding by such Defaulting Lender of any Defaulted

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Revolving Loans of such Defaulting Lender or by the non-pro rata application of
any voluntary or mandatory prepayments of the Revolving Loans in accordance with
the terms of Section 2.12 or Section 2.13 or by a combination thereof) and (b)
such Defaulting Lender shall have delivered to Company and Administrative Agent
a written reaffirmation of its intention to honor its obligations hereunder with
respect to its Commitment, and (iii) the date on which Company, Administrative
Agent and Requisite Lenders waive all Funding Defaults of such Defaulting Lender
in writing.

         "DEFAULTED REVOLVING LOAN" has the meaning assigned to that term in
Section 2.23.

         "DOLLARS" and the sign "$" mean the lawful money of the United States
of America.

         "DOMESTIC SUBSIDIARY" means any Subsidiary of Company organized under
the laws of any jurisdiction within the United States of America (but excluding
any Foreign Subsidiary).

         "ELIGIBLE ASSETS" has the meaning assigned to that term in Section
2.13(a).

         "ELIGIBLE ASSIGNEE" means (i) a commercial bank, savings and loan
association or savings bank or any other entity which is an "accredited
investor" (as defined in Regulation D under the Securities Act) which extends
credit or buys loans as one of its businesses including insurance companies,
mutual funds and lease financing companies and any investment fund that invests
in commercial loans; and (ii) any Lender, any Affiliate of any Lender and, with
respect to any Lender that is an investment fund that invests in commercial
loans, any other investment fund that invests in commercial loans and that is
managed or advised (other than any fund that is managed or advised by Highland
Capital Management, L.P. or any of its Affiliates or Subsidiaries) by the same
investment advisor as such Lender or by an Affiliate of such investment advisor;
provided, Eligible Assignee shall not include (a) any Affiliate of Company or
Holdings or (b) Highland Capital Management, L.P. or any of its Affiliates or
Subsidiaries.

         "EMPLOYEE BENEFIT PLAN" means any "employee benefit plan" as defined in
Section 3(3) of ERISA which is (currently or hereafter) or within the prior 6
years was maintained or contributed to by Company, any of its Subsidiaries or
any of their respective ERISA Affiliates.

         "ENVIRONMENTAL CLAIM" means any investigation, notice, notice of
violation, claim, action, suit, proceeding, demand, abatement order or other
order or directive (conditional or otherwise), by any governmental authority or
any other Person, arising (i) pursuant to or in connection with any actual or
alleged violation of any Environmental Law; (ii) in connection with any
Hazardous Material or any actual or alleged Hazardous Materials Activity; or
(iii) in connection with any actual or alleged damage, injury, threat or harm to
health, safety, natural resources or the environment.

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         "ENVIRONMENTAL LAWS" means any and all federal or state (or any
subdivision of either of them), statutes, ordinances, orders, rules,
regulations, guidance documents, judgments, Governmental Authorizations, or any
other requirements of governmental authorities relating to (i) environmental
matters, including those relating to any Hazardous Materials Activity; (ii) the
generation, use, storage, transportation or disposal of Hazardous Materials; or
(iii) occupational safety and health, industrial hygiene, land use or the
protection of human, plant or animal health or welfare, in any manner applicable
to Company or any of its Subsidiaries or any Facility.

         "EQUITY FINANCING" means the issuance of Securities by Holdings or
Parent to the Equity Investors in connection with the Acquisition.

         "EQUITY INVESTORS" means Sponsor and the Management Investors.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any successor thereto.

         "ERISA AFFILIATE" means, as applied to any Person, (i) any corporation
which is a member of a controlled group of corporations within the meaning of
Section 414(b) of the Internal Revenue Code of which that Person is a member;
(ii) any trade or business (whether or not incorporated) which is a member of a
group of trades or businesses under common control within the meaning of Section
414(c) of the Internal Revenue Code of which that Person is a member; and (iii)
any member of an affiliated service group within the meaning of Section 414(m)
or (o) of the Internal Revenue Code of which that Person, any corporation
described in clause (i) above or any trade or business described in clause (ii)
above is a member. Any former ERISA Affiliate of Company or any of its
Subsidiaries shall continue to be considered an ERISA Affiliate of Company or
such Subsidiary within the meaning of this definition with respect to the period
such entity was an ERISA Affiliate of Company or such Subsidiary and with
respect to liabilities arising after such period for which Company or such
Subsidiary could be liable under the Internal Revenue Code or ERISA.

         "ERISA EVENT" means (i) a "reportable event" within the meaning of
Section 4043 of ERISA and the regulations issued thereunder with respect to any
Pension Plan (excluding those for which the provision for 30-day notice to the
PBGC has been waived by regulation); (ii) the failure to meet the minimum
funding standard of Section 412 of the Internal Revenue Code with respect to any
Pension Plan (whether or not waived in accordance with Section 412(d) of the
Internal Revenue Code) or the failure to make by its due date a required
installment under Section 412(m) of the Internal Revenue Code with respect to
any Pension Plan or the failure to make any required contribution to a
Multiemployer Plan; (iii) the filing by the administrator of any Pension Plan
pursuant to Section 4041(a)(2) of ERISA of a notice of intent to terminate such
plan in a distress termination described in Section 4041 (c) of ERISA; (iv)
the withdrawal by Company, any of its Subsidiaries or any of their respective
ERISA Affiliates from any Pension Plan with two or more contributing sponsors or
the termination of any such Pension Plan resulting in liability pursuant to
Section 4063 or 4064 of ERISA; (v) the institution by the

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PBGC of proceedings to terminate any Pension Plan, or the occurrence of any
event or condition which might constitute grounds under ERISA for the
termination of, or the appointment of a trustee to administer, any Pension Plan;
(vi) the imposition of liability on Company, any of its Subsidiaries or any of
their respective ERISA Affiliates pursuant to Section 4062(e) or 4069 of ERISA
or by reason of the application of Section 4212(c) of ERISA; (vii) the
withdrawal of Company, any of its Subsidiaries or any of their respective ERISA
Affiliates in a complete or partial withdrawal (within the meaning of Sections
4203 and 4205 of ERISA) from any Multiemployer Plan that could reasonably be
expected to result in material liability therefor, or the receipt by Company,
any of its Subsidiaries or any of their respective ERISA Affiliates of notice
from any Multiemployer Plan that it is in reorganization or insolvency pursuant
to Section 4241 or 4245 of ERISA, or that it intends to terminate or has
terminated under Section 4041A or 4042 of ERISA; (viii) the occurrence of an act
or omission which could give rise to the imposition on Company, any of its
Subsidiaries or any of their respective ERISA Affiliates of material fines,
penalties, taxes or related charges under Chapter 43 of the Internal Revenue
Code or under Section 406, 409, Section 502(c), (i) or (l), or Section 4071 of
ERISA in respect of any Employee Benefit Plan; (ix) the assertion of a material
claim (other than routine claims for benefits) against any Employee Benefit Plan
other than a Multiemployer Plan or the assets thereof, or against Company, any
of its Subsidiaries or any of their respective ERISA Affiliates in connection
with any Employee Benefit Plan; (x) receipt from the Internal Revenue Service of
notice of the failure of any Pension Plan (or any other Employee Benefit Plan
intended to be qualified under Section 401(a) of the Internal Revenue Code) to
qualify under Section 401(a) of the Internal Revenue Code, or the failure of any
trust forming part of any Pension Plan to qualify for exemption from taxation
under Section 501(a) of the Internal Revenue Code; or (xi) the imposition of a
Lien pursuant to Section 401(a)(29) or 412(n) of the Internal Revenue Code or
pursuant to ERISA with respect to any Pension Plan.

         "ESOP" means the Simmons Company Employee Stock Ownership Plan, as
amended and restated effective January 17, 1989 whereby the Simmons Company
Employee Stock Ownership Trust is the record and beneficial owner of the shares
of Simmons HoldCo equity Securities pursuant to the terms thereof.

         "EURODOLLAR RATE LOAN" means a Loan bearing interest at a rate
determined by reference to the Adjusted Eurodollar Rate.

         "EVENT OF DEFAULT" means each of the events set forth in Section 8.1.

         "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
from time to time, and any successor statute.

         "EXISTING INDENTURE" means that certain Indenture regarding the
Existing Notes dated as of March 16, 1999 by and between Company and SunTrust
Bank, Atlanta, as trustee, as in effect on the Closing Date.

         "EXISTING NOTES" means the 10-1/4% Series B Senior Subordinated Notes
due 2009 of Pre-Merger Simmons.

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         "FACILITIES" means any real property (including all buildings, fixtures
or other improvements located thereon) now, hereafter or (except with respect to
Section 5 and Section 6) heretofore owned, leased, operated or used by Company
or any of its Subsidiaries or any of their respective predecessors or
Affiliates.

         "FAIR SHARE" has the meaning assigned to that term in Section 7.2(b).

         "FAIR SHARE SHORTFALL" has the meaning assigned to that term in Section
7.2(b).

         "FEDERAL FUNDS EFFECTIVE RATE" means, for any period, a fluctuating
interest rate equal for each day during such period to the weighted average of
the rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published for such day (or,
if such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York, or, if such rate is not so published for any
day which is a Business Day, the average of the quotations for such day on such
transactions received by Administrative Agent from three Federal funds brokers
of recognized standing selected by Administrative Agent.

         "FENWAY" means Fenway Partners Capital Fund II, L.P., a Delaware
limited partnership, FPIP, LLC, a Delaware limited liability company and FPIP
Trust, LLC, a Delaware limited liability company.

         "FINANCIAL PERFORMANCE COVENANTS" means the covenants of Company set
forth in Section 6.6.

         "FINANCIAL PLAN" has the meaning assigned to that term in Section
5.1(k).

         "FIRST PRIORITY" means, with respect to any Lien purported to be
created in any Collateral pursuant to any Collateral Document, that (i) such
Lien has priority over any other Lien on such Collateral (other than Permitted
Encumbrances and Liens permitted pursuant to Section 6.2 and (ii) such Lien is
the only Lien (other than Permitted Encumbrances and Liens permitted pursuant to
Section 6.2 to which such Collateral is subject.

         "FISCAL QUARTER" means a fiscal quarter of any Fiscal Year.

         "FISCAL YEAR" means the fiscal year of Company and its Subsidiaries
ending on the last Saturday of each calendar year or, at the option of Company,
December 31 of each calendar year.

         "FLOOD HAZARD PROPERTY" means any Real Estate Asset subject to a
Mortgage in favor of Collateral Agent, for the benefit of the Lenders, and
located in an area designated by the Federal Emergency Management Agency as
having special flood or mud slide hazards.

         "FLOOR PLAN SALES" means sales by Company or any of is Subsidiaries of
(i) inventory (other than inventory classified as floor sample inventory) to any
Person for a

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discount not to exceed 2.5% and (ii) with respect to inventory classified as
floor sample inventory, for a discount not to exceed 5.0%; provided that the
discounts set forth in clauses (i) and (ii) above may be increased by an
additional 0.05% (up to a maximum amount of 10.0%) for every 0.50% increase to
the Base Rate above 7.50% per annum.

         "FOREIGN SUBSIDIARY" means any Subsidiary of Company organized under
the laws of any jurisdiction outside the United States of America (and including
any Subsidiary of a Foreign Subsidiary that is organized under the laws of any
jurisdiction within the United States of America).

         "FRAUDULENT TRANSFER LAWS" has the meaning assigned to that term in
Section 7.2(a).

         "FUNDING AND PAYMENT OFFICE" means (i) the office of Administrative
Agent located at the address set forth on the Administrative Agent's signature
page hereto, or (ii) such other office of Administrative Agent as may from time
to time hereafter be designated as such in a written notice delivered by
Administrative Agent to Company and each Lender.

         "FUNDING DEFAULT" shall have the meaning assigned to that term in
Section 2.23.

         "FUNDING GUARANTOR" has the meaning assigned to that term in Section
7.2(b).

         "FUNDING NOTICE" means a notice substantially in the form of Exhibit
A-1.

         "GAAP" means United States of America generally accepted accounting
principles in effect as of the date of determination thereof.

         "GE CAPITAL" has the meaning assigned to that term in the preamble
hereto.

         "GOVERNMENTAL ACT" means any act or omission, whether rightful or
wrongful, of any present or future de jure or de facto government or
governmental authority.

         "GOVERNMENTAL AUTHORIZATION" means any permit, license, authorization,
plan, directive, consent order or consent decree of or from any federal, state
or local governmental authority, agency or court.

         "GSCP" has the meaning assigned to that term in the preamble hereto.

         "GUARANTEED OBLIGATIONS" has the meaning assigned to that term in
Section 7.1.

         "GUARANTOR" means Holdings and each Subsidiary Guarantor.

         "GUARANTY" means the Guaranty of each Guarantor set forth in Section 7.

"HAZARDOUS MATERIALS" means any chemical, material or substance, exposure to
which is prohibited, limited or regulated by any governmental authority or which
may or could pose a hazard to the health and safety of the owners, occupants or
any persons in

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the vicinity of any Facility, or to the indoor or outdoor environment as defined
as such by, or regulated as such under, any Environmental Law including
Hazardous Substances, Oils, Pollutants or Contaminants as defined in the
National Oil and Hazardous Substances Pollution Contingency Plan, 40 C.F.R.
Section 300.5.

         "HAZARDOUS MATERIALS ACTIVITY" means any past, current, proposed or
threatened activity, event or occurrence involving any Hazardous Materials,
including the use, manufacture, possession, storage, holding, presence,
existence, location, Release, threatened Release, discharge, placement,
generation, transportation, processing, construction, treatment, abatement,
removal, remediation, disposal, disposition or handling of any Hazardous
Materials, and any corrective action or response action with respect to any of
the foregoing.

         "HEDGE AGREEMENT" means an Interest Rate Agreement or a Currency
Agreement designed to hedge against fluctuations in interest rates or currency
values, respectively and not for speculative purposes.

         "HISTORICAL FINANCIAL STATEMENTS" means (i) the audited financial
statements of Pre-Merger Simmons and its Subsidiaries for the Fiscal Year ended
December 28, 2002, consisting of a consolidated balance sheet and the related
consolidated statements of operations, changes in stockholders' deficit and cash
flows for such Fiscal Year filed under form 8-K-A on September 16, 2003; and
(ii) unaudited financial statements of Pre-Merger Simmons and its Subsidiaries
for the third Fiscal Quarter of 2003, consisting of a consolidated balance sheet
and the related consolidated statements of operations, changes in stockholders'
deficit and cash flows for the period ending on such date, all in reasonable
detail and certified by the chief financial officer of Company that they fairly
present, in all material respects, the financial condition of Company and its
Subsidiaries as at the dates indicated and the results of their operations and
their cash flows for the periods indicated, subject to changes resulting from
audit and normal year-end adjustments and the absence of footnotes, in the case
of such unaudited financial statements.

         "HOLDINGS" has the meaning assigned to that term in the preamble
hereto.

         "INCREASED AMOUNT DATE" has the meaning assigned to that term in
Section 2.25(a).

         "INDEBTEDNESS", as applied to any Person, means, without duplication
(a) all indebtedness for borrowed money, (b) that portion of obligations with
respect to Capital Leases that is properly classified as a liability on a
balance sheet in conformity with GAAP, (c) notes payable and drafts accepted
representing extensions of credit whether or not representing obligations for
borrowed money, (d) any obligation owed for all or any part of the deferred
purchase price of property or services (excluding any such obligations incurred
under ERISA or any deferred compensation plan), which purchase price is (i) due
more than six months from the date of incurrence of the obligation in respect
thereof (other than trade payables which are due more than six months from the
date of incurrence in the ordinary course of business) or (ii) evidenced by a
note or

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similar written debt instrument, (e) all indebtedness secured by any Lien on any
property or asset owned by that Person regardless of whether the indebtedness
secured thereby shall have been assumed by that Person or is nonrecourse to the
credit of that Person, (f) the face amount of any letter of credit issued for
the account of that Person or as to which that Person is otherwise liable for
reimbursement of drawings; (g) all obligations of such Person in respect of any
exchange traded or over the counter derivative transaction, including, without
limitation, any Interest Rate Agreement and Currency Agreement, whether entered
into for hedging or speculative purposes; and (h) Contingent Obligations of such
Person in respect of any of the foregoing; provided, in no event shall
obligations under any Interest Rate Agreement and any Currency Agreement be
deemed "Indebtedness" for any purpose under Section 6.6. The amount of
Indebtedness of any Person for purposes of clause (e) shall be deemed to be the
lesser of (X) the aggregate unpaid principal amount of such Indebtedness and (Y)
the fair market value of the property encumbered thereby as determined by such
Person in good faith.

         "INDEMNIFIED LIABILITIES" means, collectively, any and all liabilities,
obligations, losses, damages (including natural resource damages), penalties,
actions, judgments, suits, claims (including Environmental Claims), costs
(including the costs of any investigation, study, sampling, testing, abatement,
cleanup, removal, remediation or other response action necessary to remove,
remediate, clean up or abate any Hazardous Materials Activity), expenses and
disbursements of any kind or nature whatsoever (including the reasonable fees
and disbursements of counsel for Indemnitees in connection with any
investigative, administrative or judicial proceeding commenced or threatened by
any Person, whether or not any such Indemnitee shall be designated as a party or
a potential party thereto, and any fees or expenses incurred by Indemnitees in
enforcing this indemnity), whether direct or indirect and whether based on any
federal, state or foreign laws, statutes, rules or regulations (including
securities and commercial laws, statutes, rules or regulations and Environmental
Laws), on common law or equitable cause or on contract or otherwise, that may be
imposed on, incurred by, or asserted against any such Indemnitee, in any manner
relating to or arising out of (i) this Agreement or the other Credit Documents
or the transactions contemplated hereby or thereby (including Lenders' agreement
to make Credit Extensions or the use or intended use of the proceeds thereof or
the use or intended use of any thereof, or any enforcement of any of the Credit
Documents (including any sale of, collection from, or other realization upon any
of the Collateral or the enforcement of the Guaranty)); (ii) the statements
contained in the commitment letter delivered by any Lender to Company with
respect thereto; or (iii) any Environmental Claim or any Hazardous Materials
Activity relating to or arising from, directly or indirectly, any past or
present activity, operation, land ownership, or practice of Company or any of
its Subsidiaries.

         "INDEMNITEE" has the meaning assigned to that term in Section 10.3.

         "INSTALLMENT" has the meaning assigned to that term in Section 2.11.

         "INSTALLMENT DATE" has the meaning assigned to that term in Section
2.11.

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         "INTELLECTUAL PROPERTY" means all patents, trademarks, servicemarks,
tradenames, copyrights, mask works, trade secrets, technology, know-how and
processes and rights of publicity used in or necessary for the conduct of the
business of Company and its Subsidiaries as currently conducted that are
material to the condition (financial or otherwise), business or operations of
Company and its Subsidiaries, individually or in the aggregate.

         "INTEREST PAYMENT DATE" means with respect to (i) any Base Rate Loan,
each March 30, June 30, September 30 and December 30 of each year, commencing on
the first such date to occur after the Closing Date; and (ii) any Eurodollar
Rate Loan, the last day of each Interest Period applicable to such Loan;
provided, in the case of each Interest Period of longer than three months
"INTEREST PAYMENT DATE" shall also include each date that is three months, or an
integral multiple thereof, after the commencement of such Interest Period.

         "INTEREST PERIOD" means, in connection with a Eurodollar Rate Loan, an
interest period of one-, two-, three-, six-, nine- or twelve-months, as selected
by Company in the applicable Notice, (i) initially, commencing on the Credit
Extension Date or the date of any conversion or continuation thereof, as the
case may be (permitted pursuant to Section 2.8); and (ii) thereafter,
commencing on the day on which the immediately preceding Interest Period
expires; provided, (a) if an Interest Period would otherwise expire on a day
that is not a Business Day, such Interest Period shall expire on the next
succeeding Business Day unless no further Business Day occurs in such month, in
which case such Interest Period shall expire on the immediately preceding
Business Day; (b) any Interest Period that begins on the last Business Day of a
calendar month (or on a day for which there is no numerically corresponding day
in the calendar month at the end of such Interest Period) shall end on the last
Business Day of a calendar month; (c) no Interest Period with respect to any
portion of any Class of Term Loans shall extend beyond the such Class's Tranche
B Term Loan Maturity Date or New Term Loan Maturity Date, respectively; and (d)
no Interest Period with respect to any portion of the Revolving Loans shall
extend beyond the Revolving Loan Commitment Termination Date.

         "INTEREST RATE AGREEMENT" means any interest rate swap agreement,
interest rate cap agreement, interest rate collar agreement or other similar
agreement or arrangement to which Company or any of its Subsidiaries is a party
and which is designed to hedge against fluctuations in interest rates and not
for speculative purposes.

         "INTEREST RATE DETERMINATION DATE" means, with respect to any Interest
Period, the second Business Day prior to the first day of such Interest Period.

         "INTERNAL REVENUE CODE" means the Internal Revenue Code of 1986, as
amended to the date hereof and from time to time hereafter, and any successor
statute.

         "INVESTMENT" means (a) any direct or indirect purchase or other
acquisition by Company or any of its Subsidiaries of, or of a beneficial
interest in, any of the Securities of any other Person (including any Subsidiary
of Company); (b) any direct or indirect loan, advance (other than advances to
employees for moving, entertainment and travel

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expenses, drawing accounts and similar expenditures in the ordinary course of
business) or capital contribution by Company or any of its Subsidiaries to any
other Person, including a 11 indebtedness and accounts receivable from that
other Person that are not current assets or did not arise from sales to that
other Person in the ordinary course of business; (c) Interest Rate Agreements
or Currency Agreements not constituting Hedge Agreements; or (d) the purchase or
other acquisition (in one transaction or a series of transactions) of all or
substantially all of the property and assets or business of another Person or
assets constituting a business unit, line of business or division of any
other Person. The amount of any Investment shall be the original cost of such
Investment plus the cost of all additions thereto, without any adjustments for
increases or decreases in value, or write-ups, write-downs or write-offs with
respect to such Investment.

         "ISSUING BANK" means, with respect to any Letter of Credit, the Lender
or any of its Subsidiaries or Affiliates, which issues such Letter of Credit.

         "JOINDER AGREEMENT" means a Joinder Agreement substantially in the form
of Exhibit M.

         "JOINT LEAD ARRANGER" means each of GSCP and UBSS, in its capacity as
joint lead arranger.

         "JOINT VENTURE" means a joint venture, partnership or other similar
arrangement, whether in corporate, partnership or other legal form; provided, in
no event shall any Subsidiary of any Person be considered to be a Joint Venture.

         "JUNIOR NOTE" means the Junior Subordinated Note issued by Simmons
HoldCo on October 29, 1998 in the original principal amount of $10,000,000.

         "LENDER "has the meaning assigned to that term in the preamble hereto;
provided, the term "Lenders" shall include Swing Line Lender unless the context
otherwise requires.

         "LENDER COUNTERPARTY" means each Lender, Joint Lead Arranger or any of
their respective Affiliates counterparty to a Hedge Agreement.

         "LETTER OF CREDIT" or "LETTERS OF CREDIT" means Commercial Letters of
Credit and Standby Letters of Credit issued or to be issued by Issuing Bank for
the account of Company pursuant to Section 2.3.

         "LETTER OF CREDIT SUBLIMIT" means the lesser of (i) $40,000,000 and
(ii) the aggregate amount of the Revolving Loan Commitments then in effect.

         "LETTER OF CREDIT USAGE" means, as at any date of determination, the
sum of (i) the maximum aggregate amount which is, or at any time thereafter may
become, available for drawing under all Letters of Credit then outstanding, plus
(ii) the aggregate amount of all drawings under Letters of Credit honored by
Issuing Rank and not theretofore reimbursed by or on behalf of Company.

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         "LEVERAGE RATIO" means the ratio, as of any date of determination, of
(i) Consolidated Total Debt as of such date minus, Cash and Cash Equivalents of
Company and its Subsidiaries as of such date not in excess of $30,000,000 to
(ii) Consolidated Adjusted EBITDA for the most recent four-Fiscal Quarter period
ended on or prior to such date.

         "LIEN" means any lien, mortgage, pledge, assignment, security interest,
charge or encumbrance of any kind (including any conditional sale or other title
retention agreement, any lease in the nature thereof, and any agreement to give
any security interest) and any option, trust or other preferential arrangement
having the practical effect of any of the foregoing.

         "LOAN" means a Tranche B Term Loan, a Revolving Loan, a Swing Line Loan
or a New Term Loan.

         "MANAGEMENT AGREEMENT" means that certain Management Agreement dated as
of the Closing Date by and among Company and THL Managers V, LLC, a Delaware
limited liability company, as the same may be amended, restated, supplemented or
otherwise modified from time to time in a manner not prohibited by this
Agreement.

         "MANAGEMENT FEES" means the fees payable pursuant to the Management
Agreement.

         "MANAGEMENT INVESTORS" means the management officers and employees of
Parent and its Subsidiaries who are investors in Parent or Holdings on the
Closing Date.

         "MARGIN STOCK" has the meaning assigned to that term in Regulation U of
the Board of Governors of the Federal Reserve System as in effect from time to
time.

         "MATERIAL ADVERSE EFFECT" means (i) a material adverse effect upon the
business, operations, properties, assets or condition (financial or otherwise)
of Company and its Subsidiaries, taken as a whole, or (ii) the impairment (other
than as a result of circumstances covered by clause (i) above) of the ability of
Company or any of its Subsidiaries to perform, or Administrative Agent or
Lenders to enforce, the Obligations in any material respect.

         "MATERIAL SUBSIDIARY" means each Subsidiary of Company now existing or
hereafter acquired or formed by Company or its Subsidiaries which, on a
consolidated basis for such Subsidiary and its Subsidiaries, (i) for the most
recent Fiscal Year accounted for more than 5% of the consolidated revenues of
Company and its Subsidiaries or (ii) as at the end of such Fiscal Year, was the
owner of more than 5% of the consolidated assets of Company and its
Subsidiaries.

         "MAXIMUM AMOUNT" has the meaning assigned to that term in
Section 10.19.

         "MAXIMUM CONSOLIDATED CAPITAL EXPENDITURES AMOUNT" has the meaning
assigned to that term in Section 6.8.

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         "MD&A" means, with respect to financial statements to which it
pertains, management's discussion and analysis of Company's and its
Subsidiaries' financial performance for the period covered by such financial
statements as compared to projected financial performance for such period.

         "MERGERS" has the meaning assigned to that term in the recitals to this
Agreement.

         "MONTHLY REPORTS" has the meaning assigned to that term in Section
5.l(a).

         "MOODY'S" means Moody's Investors Service, Inc.

         "MORTGAGE' 'means (i) a security instrument (whether designated as a
deed of trust or a mortgage or by any similar title) executed and delivered by
any Credit Party, substantially in the form of Exhibit K annexed hereto or in
such other form as may be approved by Collateral Agent in its sole discretion,
in each case with such changes thereto as may be recommended by Collateral
Agent's local counsel based on local laws or customary local mortgage or deed of
trust practices, or (ii) at Collateral Agent's option, in the case of an
Additional Mortgaged Property (as defined in Section 5.12), an amendment to an
existing Mortgage, in form satisfactory to Administrative Agent, adding such
Additional Mortgaged Property to the Real Property Assets encumbered by such
existing Mortgage, in either case as such security instrument or amendment may
be amended, restated, supplemented or otherwise modified from time to time.
"MORTGAGES" means all such instruments, collectively.

         "MORTGAGE POLICY" means a Closing Date Mortgage Policy (as defined in
Section 3.l(e)) or an Additional Mortgage Policy (as defined in Section 5.12).

         "MORTGAGED PROPERTY" means a Closing Date Mortgaged Property (as
defined in Section 3.l(e)) or an Additional Mortgaged Property (as defined in
Section 5.12).

         "MULTIEMPLOYER PLAN" means any Employee Benefit Plan which is a
"multiemployer plan" as defined in Section 3(37) of ERISA.

         "NATIONAL FLOOD INSURANCE PROGRAM" means the National Flood Insurance
Program under the National Flood Insurance Act of 1968 and the Flood Disaster
Protection Act of 1973.

         "NET ASSET SALE PROCEEDS" means, with respect to any Asset Sale, an
amount equal to the difference of (i) Cash payments (including any Cash received
by way of deferred payment pursuant to, or by monetization of, a note receivable
or otherwise, but only as and when so received) received from such Asset Sale,
minus (ii) any bona fide direct costs incurred in connection with such Asset
Sale, including (a) income taxes reasonably estimated to be actually payable
within two years of the date of such Asset Sale as a result of any gain
recognized in connection with such Asset Sale, (b) payment of the outstanding
principal amount of, premium or penalty, if any, and interest on any
Indebtedness (other than the Loans) that is secured by a Lien on the stock or
assets in question and that is repaid as a result of such Asset Sale, (c) the
out-of-pocket expenses

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incurred by such Person in connection with such Asset Sale and (d) any reserve
for adjustment in respect of (x) the sale price of such asset or assets
established in accordance with GAAP and (y) any liabilities associated with such
asset or assets and retained by such Person after such sale or other disposition
thereof, including, without limitation, pension and other post-employment
benefit liabilities and liabilities related to environmental matters or against
any indemnification obligations associated with such transaction.

         "NET INSURANCE/CONDEMNATION PROCEEDS" means the difference of (i) any
Cash payments or proceeds received by Company or any of its Subsidiaries (a)
under any business interruption or casualty insurance policy in respect of a
covered loss thereunder or (b) as a result of the taking of any assets of
Company or any of its Subsidiaries by any Person pursuant to the power of
eminent domain, condemnation or otherwise, or pursuant to a sale of any such
assets to a purchaser with such power under threat of such a taking, minus, in
each case, (ii)(a) any actual and reasonable documented costs incurred by
Company or any of its Subsidiaries in connection with the adjustment or
settlement of any claims of Company or such Subsidiary in respect thereof, (b)
income taxes reasonably estimated to be actually payable within two years of the
date of such event giving rise to such Net Insurance/Condemnation Proceeds as a
result of any gain recognized in connection with such event, (c) payment of the
outstanding principal amount of, premium or penalty, if any, and interest on any
Indebtedness (other than the Loans) that is secured by a Lien on the assets in
question and that is repaid as a result of such casualty or condemnation, (d)
the out-of-pocket expenses incurred by such Person in connection with such
casualty or condemnation and (e) any reserve for adjustment in respect of (x)
the sale price of such asset or assets established in accordance with GAAP and
(y) any liabilities associated with such asset or assets and retained by such
Person after such sale or other disposition thereof, including, without
limitation, liabilities related to environmental matters or against any
indemnification obligations associated with such transaction, provided, however,
that the receipt by Company and its Subsidiaries from the Closing Date through
the date of determination of up to an aggregate of $10,000,000 in Net
Insurance/Condemnation Proceeds in respect of business interruption insurance
described in clause (a) above shall not be "Net Insurance/Condemnation Proceeds"
for purposes of Section 2.13(a).

         "NEW REVOLVING LOAN" has the meaning assigned to that term in Section
2.25(b).

         "NEW REVOLVING LOAN COMMITMENTS" has the meaning assigned to that term
in Section 2.25(a).

         "NEW REVOLVING LOAN LENDER" has the meaning assigned to that term in
Section 2.25(a).

         "NEW TERM LOAN COMMITMENTS has the meaning assigned to that term in
Section 2.25(a).

         "NEW TERM LOAN EXPOSURE" means, with respect to any Lender as of any
date of determination, the outstanding principal amount of the New Term Loans of
such Lender.

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         "NEW TERM LOAN LENDER" has the meaning assigned to that term in Section
2.25(a).

         "NEW TERM LOAN MATURITY DATE" means the date that New Term Loans of a
Series shall become due and payable in full hereunder, as specified in the
applicable Joinder Agreement, including by acceleration or otherwise.

         "NEW TERM LOAN NOTE" means a promissory note substantially in the form
of Exhibit B-2, as it may be amended, restated, supplemented or otherwise
modified.

         "NEW TERM LOANS" has the meaning assigned to that term in Section
2.25(c).

         "NON-GUARANTOR SUBSIDIARY" means (i) each of the Subsidiaries
identified as a Non-Guarantor Subsidiary on Schedule 4.1 annexed hereto and (ii)
each Person that becomes a Subsidiary of Company after the date hereof and in
accordance with Section 5.9, and is not required to become a Subsidiary
Guarantor; provided, however, that any such Domestic Subsidiary shall cease to
be a Non-Guarantor Subsidiary if (x) it is or at any time becomes a Material
Subsidiary or (y) it otherwise ceases to be a Non-Guarantor Subsidiary pursuant
to Section 5.9. Notwithstanding the foregoing, each of Co-op Subsidiary and any
Captive Insurance Subsidiary shall always be a Non-Guarantor Subsidiary.

         "NOTE" means a Tranche B Term Loan Note, a New Term Loan Note, a
Revolving Note or a Swing Line Note.

         "NOTICE" means a Funding Notice, a Request for Issuance or a
Conversion/Continuation Notice.

         "OBLIGATION" means, with respect to any Credit Party, obligations of
such Credit Party, whether now existing or hereafter made, incurred or created,
whether absolute or contingent, liquidated or unliquidated, whether due or not
due, and however arising under or in connection with this Agreement and any
other Credit Documents, including those arising under successive borrowing
transactions hereunder which shall either continue the Obligations of such
Credit Party from time to time or renew them after they have been satisfied and
including interest which, but for the filing of a petition in bankruptcy with
respect to such Credit Party, would have accrued on any Obligation, whether or
not a claim is allowed against such Credit Party for such interest in the
related bankruptcy proceeding.

         "OFFER "has the meaning assigned to that term in Section 2.12.

         "OFFER LOANS" has the meaning assigned to that term in Section 2.12.

         "OPERATING LEASE" means, as applied to any Person, any lease (including
leases that may be terminated by the lessee at any time but excluding any such
lease under which that Person is the lessor) of any property (whether real,
personal or mixed) that is not a Capital Lease.

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         "PARENT" means THL Bedding Holding Company, a Delaware corporation.

         "PBGC" means the Pension Benefit Guaranty Corporation or any successor
thereto.

         "PENSION PLAN" means any Employee Benefit Plan, other than a
Multiemployer Plan, which is subject to Title IV of ERISA.

         "PERMITTED ACQUISITION" means an acquisition of Securities or assets
made pursuant to Section 6.3(e).

         "PERMITTED CURE SECURITY" means Securities of Holdings (or of Parent,
the proceeds of which have been contributed to Holdings) having no mandatory
redemption, repurchase, repayment or similar requirements prior to the date
which occurs six (6) months after the Tranche B Term Loan Maturity Date and upon
which all dividends or distributions, at the election of Holdings (or Parent, as
the case may be), may be payable in additional shares of such Security.

         "PERMITTED ENCUMBRANCES" means the following types of Liens (excluding
any such Lien imposed by ERISA):

         (a)      Liens for taxes, assessments or governmental charges or claims
the payment of which is not, at the time, required by Section 5.3;

         (b)      statutory Liens of landlords, statutory Liens of banks and
rights of set-off, statutory Liens of carriers, warehousemen, mechanics,
repairmen, workmen and materialmen, and other Liens imposed by law, in each case
incurred in the ordinary course of business which are not, at the time, required
to be paid by Section 5.3;

         (c)      Liens incurred or deposits made in the ordinary course of
business in connection with workers' compensation, unemployment insurance, old
age pensions and other types of social security, or to secure the performance of
tenders, statutory obligations, surety, stay, customs and appeal bonds, bids,
leases, government contracts, insurance premiums, deductibles or co-insured
amounts, trade contracts, performance and return-of-money bonds and other
similar obligations (exclusive of obligations for the payment of borrowed
money);

         (d)      any attachment or judgment Lien not constituting an Event of
Default under Section 8.1(h);

         (e)      leases, subleases, licenses or sublicenses granted to third
parties and not interfering in any material respect with the ordinary conduct of
the business of Company or any of its Subsidiaries;

         (f)      easements, rights-of-way, restrictions, encroachments,
protrusions, and other minor defects or irregularities in title, in each case
which do not and will not

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interfere in any material respect with the ordinary conduct of the business of
Company or any of its Subsidiaries;

         (g)      any (i) interest or title of a lessor, sublessor, licensor or
sublicensor, (ii) restriction, Lien or encumbrance that the interest or title of
such lessor or sublessor, licensor, sublicensor may be subject to, or (iii)
subordination of the interest of the lessee, sublessee, licensee or sublicensee
under such lease or license to any restriction, Lien or encumbrance referred to
in the preceding clause (ii);

         (h)      Liens arising from filing UCC financing statements relating to
operating leases and in connection with consignment arrangements;

         (i)      Liens in favor of customs and revenue authorities arising as a
matter of law to secure payment of customs duties in connection with the
importation of goods;

         (j)      any zoning or similar law or right reserved to or vested in
any governmental office or agency to control or regulate the use of any real
property;

         (k)      Liens securing obligations (other than obligations
representing Indebtedness for borrowed money) under operating, reciprocal
easement or similar agreements entered into in the ordinary course of business
of Company and its Subsidiaries; and

         (l)      licenses of patents, trademarks and other intellectual
property rights granted by Company or any of its Subsidiaries in the ordinary
course of business and not interfering in any material respect with the ordinary
conduct of the business of Company or such Subsidiary.

         "PERMITTED LIENS" means each of the Liens permitted pursuant to Section
6.2.

         "PERMITTED REFINANCING INDEBTEDNESS" means any Indebtedness of Holdings
or any Subsidiary of Holdings issued in exchange for, or the net proceeds of
which are used to extend, refinance, renew, replace, defease or refund
(collectively, to "REFINANCE") any Indebtedness of such Person; provided that
(a) the principal amount (or accreted value, if applicable) thereof does not
exceed the principal amount (or accreted value, if applicable) of the
Indebtedness so modified, refinanced, refunded, renewed, replaced, defeased or
extended except by an amount equal to a reasonable premium or other reasonable
amount paid, and fees and expenses reasonably incurred, in connection with such
modification, refinancing, refunding, renewal, replacement, defeasance or
extension and by an amount equal to any existing commitments unutilized
thereunder or as otherwise permitted pursuant to Section 6.1, (b) such
modification, refinancing, refunding, renewal or extension providing for a final
maturity date of such Indebtedness equal to or later than the final maturity
date of, and has a weighted average life equal to or greater than the weighted
average life of, the Indebtedness being modified, refinanced, refunded, renewed
or extended, (c) if the Indebtedness being modified, refinanced, refunded,
renewed, replaced, defeased or extended is subordinated in right of payment to
the Obligations, such modification, refinancing, refunding, renewal, replacement
or extension is

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subordinated in right of payment to the Obligations on terms not materially less
favorable to the Lenders as those contained in the documentation governing the
Indebtedness being modified, refinanced, refunded, renewed, replaced, defeased
or extended, taken as a whole, (d) the terms, conditions (including, if
applicable, as to collateral) and interest rates of any such modified,
refinanced, refunded, renewed, defeased, replaced or extended Indebtedness are
not materially less favorable to the Credit Parties or the Lenders than the
terms and conditions of the Indebtedness being modified, refinanced, refunded,
renewed, defeased, replaced or extended, taken as a whole, (e) such
modification, refinancing, refunding, renewal, replacement or extension is
incurred only by the Person who is the obligor on the Indebtedness being
modified, refinanced, refunded, renewed, defeased, replaced or extended;
provided, that such Indebtedness may include any new or additional obligors so
long as (i) such new or additional obligors are Credit Parties or simultaneously
with the incurrence of such Permitted Refinancing Indebtedness become Credit
Parties pursuant to Section 5.9, and (ii) with respect to Indebtedness being
refinanced with Permitted Refinancing Indebtedness that is Subordinated
Indebtedness, the obligations of such new or additional obligors shall be
subordinated in right of payment to the Obligations on terms not materially less
favorable to the Lenders as those contained in the Senior Subordinated Note
Indenture, taken as a whole, and (f) at the time thereof and after giving effect
thereto, no Default or Event of Default shall have occurred and be continuing.

         "PERMITTED SALE/LEASE-BACK TRANSACTION" has the meaning assigned to
that term in Section 6.9.

         "PERMITTED SUBORDINATED INDEBTEDNESS" means any unsecured Indebtedness
of Company that (a) is expressly subordinated to the prior payment in full in
cash of the Obligations on terms and conditions not materially less favorable to
the Lenders than the terms and conditions of the Senior Subordinated Notes or
any Permitted Refinancing Indebtedness pertaining thereto, taken as a whole, (b)
will not mature prior to the date that is six (6) months after the Tranche B
Term Loan Maturity Date, (c) has no scheduled amortization or payments of
principal prior to the date that is six (6) months after the Tranche B Term Loan
Maturity Date, and (d) has covenant, default and remedy provisions not
materially more restrictive, or mandatory prepayment, repurchase, defeasance or
redemption provisions no more onerous or expansive in scope, than those
contained in the Senior Subordinated Notes Indenture or any Permitted
Refinancing Indebtedness pertaining thereto, taken as a whole; provided any such
Indebtedness shall constitute Permitted Subordinated Indebtedness only if (i)
both before and after giving effect to the issuance or incurrence thereof, no
Default or Event of Default shall have occurred and be continuing, and (ii) the
chief financial officer of Company shall have delivered an officer's certificate
demonstrating compliance with the covenants set forth in Section 6.6 on a Pro
Forma Basis as of the most recently ended Fiscal Quarter in form and substance
reasonably satisfactory to the Administrative Agent, it being understood that
any capitalized or paid-in-kind interest or accreted principal on such
Indebtedness shall not constitute an issuance or incurrence of Indebtedness for
purposes of this proviso.

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         "PERSON" means and includes natural persons, corporations, limited
partnerships, general partnerships, limited liability companies, limited
liability partnerships, joint stock companies, Joint Ventures, associations,
companies, trusts, banks, trust companies, land trusts, business trusts or other
organizations, whether or not legal entities, and governments (whether federal,
state or local, domestic or foreign, and including political subdivisions
thereof) and agencies or other administrative or regulatory bodies thereof.

         "PF ASSET SALE" means any Asset Sale pertaining to (x) an entire line
of business of Company or its Subsidiaries or (y) all of the equity Securities
or all or substantially all of the assets of any Subsidiary of Company.

         "PLEDGE AND SECURITY AGREEMENT" means the Pledge and Security Agreement
entered into by and among Company, Guarantors and Collateral Agent dated as of
the date hereof, substantially in the form of Exhibit J annexed hereto, as such
Pledge and Security Agreement may hereafter be amended, restated, supplemented
or otherwise modified from time to time.

         "PLEDGED COLLATERAL" means the "Pledged Collateral" as defined in the
Pledge and Security Agreement.

         "PRE-MERGER SIMMONS" has the meaning assigned to that term in the
recitals.

         "PRIME RATE" means the rate that the Administrative Agent announces
from time to time as its prime lending rate, as in effect from time to time. The
Prime Rate is a reference rate and does not necessarily represent the lowest or
best rate actually charged to any customer. The Administrative Agent or any
other Lender may make commercial loans or other loans at rates of interest at,
above or below the Prime Rate.

         "PRO FORMA BASIS" shall mean for purposes of this Agreement (but not
for determining the Applicable Commitment Fee Percentage or the Applicable
Margin) as to any Person, for any Permitted Acquisition, PF Asset Sale or
incurrence of Indebtedness which occurs subsequent to the commencement of a
period for which the financial effect of such events is being calculated (each,
a "REFERENT EVENT"), and giving effect to the Referent Event for which such
calculation is being made, such calculation as will give pro forma effect to
such events as if same had occurred at the beginning of such period of
calculation; and

                           (a)      for purposes of the foregoing calculation,
         each Referent Event shall be assumed to have occurred on the first day
         of the four consecutive Fiscal Quarter period last ended on or before
         the occurrence of the Referent Event for which such pro forma effect is
         being determined (the "REFERENCE PERIOD"); and

                           (b)      (x) all Indebtedness (including Indebtedness
         incurred or assumed in connection with the Referent Event, whether
         incurred under this Agreement or otherwise, but including, with respect
         to revolving Indebtedness the average amount of such Indebtedness
         outstanding during the Reference Period)

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         incurred or permanently repaid in connection with the Referent Event
         shall be deemed to have been incurred or repaid at the beginning of
         such Reference Period and (y) interest expense of such Person
         attributable to interest on any Indebtedness, for which pro forma
         effect is being given as provided in preceding clause (x), bearing
         floating interest rates shall be computed on a pro forma basis as if
         the rates which would have been in effect during the period for which
         pro forma effect is being given had been actually in effect during such
         periods.

         Calculations made pursuant to the definition of Pro Forma Basis shall
be determined in good faith by an Authorized Officer of Company and may include
adjustments, in the reasonable determination of Company as set forth in an
officer's certificate, to (i) reflect operating expense reductions reasonably
expected to result from any acquisition, merger or PF Asset Sale to the extent
(x) determined on a basis consistent with Article 11 of Regulation S-X
promulgated under the Securities Act or (y) reasonably acceptable to two of the
three persons constituting the Administrative Agent and the Co-Syndication
Agents and (ii) eliminate the effect of any extraordinary accounting event with
respect to any acquired person or assets on Consolidated Net Income.

         "PRO RATA SHARE" means (i) with respect to all payments, computations
and other matters relating to the Tranche B Term Loan of any Lender, the
percentage obtained by dividing (a) the Tranche B Term Loan Exposure of such
Lender by (b) the aggregate Tranche B Term Loan Exposure of all Lenders, (ii)
with respect to all payments, computations and other matters relating to the
Revolving Loan Commitment or Revolving Loans of any Lender or any Letters of
Credit issued or participations therein purchased by any Lender or any
participations in any Swing Line Loans purchased by any Lender, the percentage
obtained by dividing (a) the Revolving Credit Exposure of that Lender by (b) the
aggregate Revolving Credit Exposure of all Lenders, (iii) with respect to all
payments, computations, and other matters relating to New Term Loan Commitments
or New Term Loans of a particular Series, the percentage obtained by dividing
(a) the New Term Loan Exposure of that Lender with respect to that Series by (b)
the aggregate New Term Loan Exposure of all Lenders with respect to that Series,
and (iv) for all other purposes with respect to each Lender, the percentage
obtained by dividing (a) the sum of the Tranche B Term Loan Exposure of that
Lender, plus, the Revolving Credit Exposure of that Lender, plus, the New Term
Loan Exposure of that Lender by (b) the sum of the aggregate Tranche B Term Loan
Exposure of all Lenders, plus the aggregate Revolving Credit Exposure of all
Lenders, plus the aggregate New Term Loan Exposure of all Lenders in any such
case as the applicable percentage may be adjusted by assignments permitted
pursuant to Section 10.6. The initial Pro Rata Share of each Lender for purposes
of each of clauses (i) and (ii) of the preceding sentence is set forth opposite
the name of that Lender in Schedule 1.1(b) annexed hereto.

         "PROJECTIONS" has the meaning assigned to that term in Section 4.24.

         "PROPOSED REINVESTMENT PROCEEDS" has the meaning assigned to that term
in Section 2.13(a).

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         "RCRA" means the Resource Conservation and Recovery Act and any state
equivalents, as any of the same may be amended from time to time, and any
successors thereto.

         "REAL PROPERTY ASSET" means, at any time of determination, any interest
then owned in fee simple by any Credit Party in any real property.

         "REFINANCED TERM LOAN" has the meaning assigned to that term in Section
10.5(f).

         "REFUNDED SWING LINE LOAN" has the meaning assigned to that term in
Section 2.2(e).

         "REFUNDING NOTICE" has the meaning assigned to that term in Section
2.2(e).

         "REGISTER" has the meaning assigned to that term in Section 2.6.

         "REGULATION D" means Regulation D of the Board of Governors of the
Federal Reserve System, as in effect from time to time.

         "REIMBURSEMENT DATE" has the meaning assigned to that term in Section
2.3(d).

         "RELATED AGREEMENTS" means, collectively, the Stock Purchase Agreement,
the Stockholders Agreement, the Certificates of Merger, the Management
Agreement, the Senior Subordinated Note Documents, the Tender Offer Documents,
the Senior Unsecured Term Loan Agreement, and all documents relating to any of
the foregoing.

         "RELEASE" means any release, spill, emission, leaking, pumping,
pouring, injection, escaping, deposit, disposal, discharge, dispersal, dumping,
leaching or migration of any Hazardous Material into the indoor or outdoor
environment (including the abandonment or disposal of any barrels, containers or
other closed receptacles containing any Hazardous Material), including the
movement of any Hazardous Material through the air, soil, surface water or
groundwater.

         "REPLACEMENT TERM LOANS" has the meaning assigned to that term in
Section 10.5(f).

         "REQUEST FOR ISSUANCE" means a notice in the form of Exhibit A-3.

         "REQUISITE CLASS LENDERS" means, at any time of determination (i) for
the Class of Lenders having Tranche B Term Loan Exposure, Lenders having or
holding more than 50% of the sum of the aggregate Tranche B Term Loan Exposure
of all Lenders, (ii) for the Class of Lenders having Revolving Credit Exposure,
Lenders having or holding more than 50% of the sum of the aggregate Revolving
Credit Exposure of all Lenders, and (iii) for each class of Lender having New
Term Loan Exposure, Lenders having or holding more than 50% of the aggregate New
Term Loan Exposure of that class.

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         "REQUISITE LENDERS" means Lenders having or holding more than 50% of
the sum of (i) the aggregate Tranche B Term Loan Exposure of all Lenders, plus
(ii) the aggregate Revolving Credit Exposure of all Lenders, plus (iii) the
aggregate New Term Loan Exposure of all Lenders.

         "RESPONSIBLE OFFICER" means, as to any Person, any of the chairman of
the board, the president, the chief executive officer, the chief financial
officer, any senior or executive vice president, the general counsel, the
treasurer or assistant treasurer, secretary or assistant secretary, the
principal financial officer or principal accounting officer, of such Person.

         "RESTRICTED JUNIOR PAYMENT" means (i) any dividend or other
distribution, direct or indirect, on account of any equity Securities of
Holdings or its Subsidiaries now or hereafter outstanding, except a dividend or
other distribution payable solely in shares of equity Securities, (ii) any
redemption, retirement, sinking fund or similar payment, purchase or other
acquisition for value, direct or indirect, of any equity Securities of Holdings
or its Subsidiaries now or hereafter outstanding, (iii) any payment made to
retire, or to obtain the surrender of, any outstanding warrants, options or
other rights to acquire equity Securities of Holdings or its Subsidiaries now or
hereafter outstanding, and (iv) any payment or prepayment of principal of,
premium, if any, or interest on, or redemption, purchase, repurchase,
retirement, defeasance (including in-substance or legal defeasance), sinking
fund or similar payment with respect to, any Subordinated Indebtedness or the
Existing Notes.

         "RETAIL BUSINESS" means, the assets owned by, or the equity Securities
of collectively, SC Holdings, Inc., a Delaware corporation and Gallery Corp., a
Delaware corporation and each of their respective Subsidiaries.

         "REVOLVING CREDIT EXPOSURE" means, with respect to any Lender as of any
date of determination (i) prior to the termination of the Revolving Loan
Commitments, such Lender's Revolving Loan Commitment; and (ii) after the
termination of the Revolving Loan Commitments, the sum of (a) the aggregate
outstanding principal amount of the Revolving Loans of such Lender, plus (b) in
the case of Issuing Bank, the aggregate Letter of Credit Usage in respect of all
Letters of Credit (net of any participations purchased by Lenders in such
Letters of Credit or any unreimbursed drawing thereunder), plus (c) the
aggregate amount of all participations purchased by such Lender in any
outstanding Letters of Credit or any unreimbursed drawing under any Letter of
Credit, plus (d) in the case of Swing Line Lender, the aggregate outstanding
principal amount of all Swing Line Loans (net of any participation therein
purchased by other Lenders), plus (e) the aggregate amount of all participations
purchased by such Lender in any outstanding Swing Line Loans.

         "REVOLVING LOAN" means a Loan made by a Lender to Company pursuant to
its Revolving Loan Commitment.

         "REVOLVING LOAN COMMITMENT" means the commitment of a Lender to make
Revolving Loans to Company pursuant to Section 2.2(a)(i) and/or Section 2.25 and

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"REVOLVING LOAN COMMITMENTS" means such commitments of all Lenders in the
aggregate. The amount of each Lender's Revolving Loan Commitment is initially as
set forth opposite the name of that Lender in Schedule l.l(b) annexed hereto,
and may be adjusted or reduced pursuant to the terms and conditions hereof. As
of the Closing Date, the aggregate amount of the Revolving Loan Commitments
shall be $75,000,000.

         "REVOLVING LOAN COMMITMENT PERIOD" means the period from the Closing
Date to but excluding the Revolving Loan Commitment Termination Date.

         "REVOLVING LOAN COMMITMENT TERMINATION DATE" means the earliest to
occur of (i) the sixth anniversary of the Closing Date, (ii) the date the
Revolving Loan Commitments are permanently reduced to zero pursuant to Section
2.12(b), Section 2.13 or Section 2.14, and (iii) the date of the termination of
the Revolving Loan Commitments pursuant to Section 8.1.

         "REVOLVING LOAN LENDER" means a Lender having a Revolving Loan
Commitment.

         "REVOLVING NOTE" means a promissory note in the form of Exhibit B-3, as
it may be amended, restated, supplemented or otherwise modified from time to
time.

         "SECURED PARTIES" has the meaning assigned to that term in the Pledge
and Security Agreement.

         "SECURED OBLIGATIONS" has the meaning assigned to that term in the
Pledge and Security Agreement.

         "SECURITIES" means, with respect to any Person, any stock, shares,
partnership or other similar interests, voting trust certificates, certificates
of interest or participation in any profit-sharing agreement or arrangement,
options, warrants, bonds, debentures, notes, or other evidences of indebtedness,
secured or unsecured, convertible, subordinated or otherwise, or in general any
instruments commonly known as "securities" or any certificates of interest,
shares or participations in temporary or interim certificates for the purchase
or acquisition of, or any right to subscribe to, purchase or acquire, any of the
foregoing of such Person.

         "SECURITIES ACT" means the Securities Act of 1933, as amended from time
to time, and any successor statute.

         "SELLERS" means collectively, Simmons Holdings, LLC, a Delaware limited
liability company, Fenway, the Management Investors and the ESOP.

         "SENIOR UNSECURED TERM LOAN AGREEMENT" means the Senior Unsecured Term
Loan and Guaranty Agreement dated as of the Closing Date among Company,
Holdings, GSCP, as sole bookrunner, joint lead arranger and co-syndication
agent, UBSS as joint lead arranger and co-syndication agent, DENY, as
administrative agent and the other agents and lenders party thereto as it may be
amended, modified, renewed, refunded,

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replaced or refinanced or otherwise restructured in whole or in part from time
to time whether by the same or any other agent, lender or group of lenders.

         "SENIOR UNSECURED TERM LOANS" means the Senior Unsecured Term Loan and
Guaranty Agreement of Company due 2012 in an aggregate principal amount of
$140,000,000 made on the Closing Date under the Senior Unsecured Term Loan
Agreement.

         "SENIOR SUBORDINATED NOTE DOCUMENTS" means the Senior Subordinated Note
Indenture, the Senior Subordinated Notes and each other document executed in
connection with the Senior Subordinated Notes, as each such document may be
amended, restated, supplemented or otherwise modified from time to time to the
extent permitted under Section 6.11.

         "SENIOR SUBORDINATED NOTE INDENTURE" means the indenture dated December
19, 2003 pursuant to which the Senior Subordinated Notes are issued, as such
indenture may thereafter be amended, restated, supplemented or otherwise
modified from time to time to the extent permitted under Section 6.11 or
replaced pursuant to a refinancing permitted under Section 6.1.

         "SENIOR SUBORDINATED NOTES" means the Senior Subordinated Notes of
Company in the aggregate principal amount not to exceed $200,000,000 and issued
pursuant to the Senior Subordinated Note Indenture, with such changes thereto
when executed as are permitted under Section 6.11, which principal amount may be
increased by amounts permitted to be incurred pursuant to Section 6.1 and as
such notes may thereafter be amended, restated, supplemented or otherwise
modified from time to time to the extent permitted under Section 6.11 or
refinanced to the extent permitted under Section 6.1.

         "SERIES" has the meaning assigned to that term in Section 2.25.

         "SIMMONS" has the meaning assigned to that term in the recitals hereto.

         "SIMMONS HOLDCO" means Simmons Holdings, Inc., a Delaware corporation.

         "SOLVENCY CERTIFICATE" means a certificate in the form of Exhibit G.

         "SOLVENT" means, with respect to any Person, that as of the date of
determination both (i) (a) the then fair saleable value of the property of such
Person is (1) greater than the total amount of liabilities (including contingent
liabilities) of such Person and (2) not less than the amount that will be
required to pay the probable liabilities on such Person's then existing debts as
they become absolute and matured considering all financing alternatives and
potential asset sales reasonably available to such Person; (b) such Person's
capital is not unreasonably small in relation to its business or any
contemplated or undertaken transaction; and (c) such Person does not intend to
incur, or believe (nor should it reasonably believe) that it will incur, debts
beyond its ability to pay such debts as they become due; and (ii) such Person is
"solvent" within the meaning given that term and similar terms under applicable
laws relating to fraudulent transfers and conveyances.

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For purposes of this definition, the amount of any contingent liability at any
time shall be computed as the amount that, in light of all of the facts and
circumstances existing at such time, represents the amount that can reasonably
be expected to become an actual or matured liability.

         "SPONSOR" means Thomas H. Lee Partners, L.P. and its Affiliates.

         "STANDBY LETTER OF CREDIT" means any standby letter of credit or
similar instrument issued for the purpose of supporting (i) workers'
compensation liabilities of Company or any of its Subsidiaries, (ii) the
obligations of third party insurers of Company or any of its Subsidiaries
arising by virtue of the laws of any jurisdiction requiring third party
insurers, (iii) performance, payment, deposit or surety obligations of Company
or any of its Subsidiaries, in any case if required by law or governmental rule
or regulation or in accordance with custom and practice in the industry, and
(iv) such other obligations of Company and its Subsidiaries as may be reasonably
acceptable to Administrative Agent.

         "STOCK PURCHASE AGREEMENT" means that certain Stock Purchase Agreement
dated as of November 17, 2003, by and among Simmons Holdings, Inc., THL Bedding
Company, and the Sellers.

         "SUBORDINATED INDEBTEDNESS" means (i) the Indebtedness of Company under
the Senior Subordinated Note Documents; and (ii) any other Permitted
Subordinated Indebtedness and, in each case, any Permitted Refinancing
Indebtedness with respect thereto.

         "SUBSIDIARY" means, with respect to any Person, any corporation,
partnership, limited liability company, association, joint venture or other
business entity of which more than 50% of the total voting power of shares of
stock or other ownership interests entitled (without regard to the occurrence of
any contingency) to vote in the election of the Person or Persons (whether
directors, managers, trustees or other Persons performing similar functions)
having the power to direct or cause the direction of the management and policies
thereof is at the time owned or controlled, directly or indirectly, by that
Person or one or more of the other Subsidiaries of that Person or a combination
thereof.

         "SUBSIDIARY GUARANTOR" means any Domestic Subsidiary of Company that is
a party hereto as of the Closing Date or pursuant to the Assumption Agreement
and is not identified as a Non-Guarantor Subsidiary on Schedule 4.1 or becomes a
party to the Guaranty at any time after the Closing Date pursuant to Section
5.9.

         "SUPPLEMENTAL COLLATERAL AGENT" has the meaning assigned to that term
in Section 9.8(c).

         "SWING LINE LENDER" means Deutsche Bank A.G., Cayman Islands branch, in
its capacity as Swing Line Lender hereunder, together with its permitted
successors and assigns in such capacity.

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         "SWING LINE LOAN" means a Loan made by Swing Line Lender to Company
pursuant to Section 2.2(a)(ii).

         "SWING LINE LOAN COMMITMENT" means the commitment of Swing Line Lender
to make Swing Line Loans to Company pursuant to Section 2.2(a)(ii).

         "SWING LINE NOTE" means a promissory note substantially in the form of
Exhibit B-4, as it may be amended, restated, supplemented or otherwise modified
from time to time.

         "SWING LINE SUBLIMIT" means the lesser of (i) $10,000,000, and (ii) the
aggregate amount of Revolving Loan Commitments then in effect.

         "TAX" means any present or future tax, levy, impost, duty, charge, fee,
deduction or withholding of any nature and whatever called, by a governmental
authority, on whomsoever and wherever imposed, levied, collected, withheld or
assessed; provided, "TAX ON THE OVERALL NET INCOME" of a Person shall be
construed as a reference to a tax imposed by the jurisdiction in which that
Person is organized or in which that Person's principal office (and/or, in the
case of a Lender, its lending office) is located or in which that Person
(and/or, in the case of a Lender, its lending office) is deemed to be doing
business, on all or part of the net income, profits or gains (whether worldwide,
or only insofar as such income, profits or gains are considered to arise in or
to relate to a particular jurisdiction, or otherwise, including, franchise taxes
or taxes substantially similar to franchise taxes) of that Person (and/or, in
the case of a Lender, its lending office).

         "TENDER OFFER" means the offer by Company to purchase at least 50% of
the outstanding Existing Notes pursuant to the Tender Offer Documents.

         "TENDER OFFER DOCUMENTS" means the Offer to Purchase and Consent
Solicitation Statement and the Consent of Company dated November 18, 2003.

         "TERM LOAN" means a Tranche B Term Loan or a New Term Loan.

         "TERMINATION DATE" means the date upon which all of the Commitments of
the Lenders hereunder have terminated, any Loan or any other non-contingent
Obligation which is accrued has been paid or satisfied in full in Cash and no
Letters of Credit are then outstanding.

         "TITLE COMPANY" means, collectively, First American Title Insurance
Company and/or one or more other title insurance companies reasonably
satisfactory to the Agents.

         "TOTAL LEVERAGE RATIO" means the ratio, as of any date of determination
of (i) Consolidated Total Debt as of such date plus (a) any outstanding
Indebtedness incurred by Holdings pursuant to Section 6.1(p) minus (b) Cash and
Cash Equivalents of Company and its Subsidiaries as of such date not in excess
of $30,000,000 to (ii)

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Consolidated Adjusted EBITDA for the most recent four-Fiscal Quarter period
ended on or prior to such date.

         "TOTAL UTILIZATION OF REVOLVING LOAN COMMITMENTS" means, as at any date
of determination, the sum of (i) the aggregate principal amount of all
outstanding Revolving Loans (other than Revolving Loans made for the purpose of
repaying any Refunded Swing Line Loans or reimbursing Issuing Bank for any
amount drawn under any Letter of Credit but not yet so applied), plus (ii) the
aggregate principal amount of all outstanding Swing Line Loans, plus (iii) the
Letter of Credit Usage.

         "TRANCHE B TERM LOAN" means a Loan made by a Lender to Company pursuant
to Section 2.1.

         "TRANCHE B TERM LOAN AMOUNT" means the amount of the Tranche B Term
Loan to be lent by a Lender to Company. The Tranche B Term Loan Amount of each
Lender is initially as set forth opposite the name of that Lender in Schedule
l.l(b) annexed hereto, and may be adjusted or reduced pursuant to the terms and
conditions hereof. As of the Closing Date, the aggregate amount of the Tranche B
Term Loan Amounts shall be $405,000,000.

         "TRANCHE B TERM LOAN EXPOSURE" means, with respect to any Lender, as of
any date of determination, the outstanding principal amount of the Tranche B
Term Loans of such Lender; provided, at any time prior to the making of the
Tranche B Term Loans, the Tranche B Term Loan Exposure of any Lender shall be
equal to such Lender's Tranche B Term Loan Amount.

         "TRANCHE B TERM LOAN MATURITY DATE" means the earlier of (i) the eighth
anniversary of the Closing Date, and (II) the date that all Tranche B Term Loans
shall become due and payable in full hereunder, whether by acceleration or
otherwise.

         "TRANCHE B TERM LOAN NOTE" means a promissory note substantially in the
form of Exhibit B-l, as it may be amended, restated, supplemented or otherwise
modified from time to time.

         "TRANSACTION COSTS" means the fees, costs and expenses payable by
Company on or before the Closing Date in connection with the transactions
contemplated by the Credit Documents and the Related Agreements.

         "TRUSTEE" means State Street Bank & Trust Company as trustee of the
ESOP.

         "TYPE" means (i) with respect to either Term Loans or Revolving Loans,
a Base Rate Loan or a Eurodollar Rate Loan, and (ii) with respect to Swing Line
Loans, a Base Rate Loan.

         "UBSS" has the meaning assigned to that term in the preamble hereto.

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         "UCC" means the Uniform Commercial Code (or any similar or equivalent
legislation) as in effect in any applicable jurisdiction.

         "UNFUNDED BENEFIT LIABILITIES" has the meaning assigned to that term in
Section 4.19.

         "US LENDER" has the meaning assigned to that term in Section 2.20(d).

         1.2      ACCOUNTING TERMS. Except as otherwise expressly provided
herein, all accounting terms not otherwise defined herein shall have the
meanings assigned to them in conformity with GAAP. Financial statements and
other information required to be delivered by Company to Administrative Agent
pursuant to Section 5.1 (a), 5.1(b) and 5.1(c) shall be prepared in accordance
with GAAP as in effect at the time of such preparation (and delivered together
with the reconciliation statements provided for in Section 5.1(e), if
applicable); provided, that all calculations in connection with financial
definitions and financial covenants set forth in Section 6.6 shall utilize
accounting principles and policies in conformity with those used to prepare the
Historical Financial Statements; provided, further, if Company notifies the
Administrative Agent that Company wishes to amend any covenant in Section 2.13
or Section 6 or any related definition to eliminate the effect of any change in
GAAP occurring after the date of this Agreement on the operation of such
covenant (or if Administrative Agent notifies Company that the Requisite Lenders
wish to amend Section 2.13, Section 6 or any related definition for such
purpose), then (i) Company and Administrative Agent shall negotiate in good
faith to agree upon an appropriate amendment to such covenant and (ii) Company's
compliance with such covenant shall be determined on the basis of GAAP in effect
immediately before the relevant change in GAAP became effective until such
covenant is amended in a manner satisfactory to Company and Requisite Lenders.
With respect to the fourth Fiscal Quarter of 2003, and notwithstanding the
actual accounting periods for which any financial statements were prepared for
the fourth Fiscal Quarter of 2003, such fourth Fiscal Quarter shall be treated
as one accounting period and all financial definitions shall be calculated with
all applicable financial statements prepared for such fourth Fiscal Quarter,
taken as a whole.

         1.3      INTERPRETATION, ETC. Any of the terms defined herein may,
unless the context otherwise requires, be used in the singular or the plural,
depending on the reference. References herein to any Section, Exhibit or
Schedule shall be to a Section, an Exhibit and a Schedule, respectively, hereof
unless otherwise specifically provided. The use herein of the word "INCLUDE" or
"INCLUDING", when following any general statement, term or matter, shall not be
construed to limit such statement, term or matter to the specific items or
matters set forth immediately following such word or to similar items or
matters, whether or not nonlimiting language (such as "WITHOUT LIMITATION" or
"BUT NOT LIMITED TO" or words of similar import) is used with reference thereto,
but rather shall be deemed to refer to all other items or matters that fall
within the broadest possible scope of such general statement, term or matter.
Furthermore, when the performance of any covenant, duty or other non-monetary
obligation is stated to be required on a day which is not a Business Day, the
date of such performance shall extend to the

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immediately succeeding Business Day. Except as otherwise set forth in this
Agreement, whenever any payment to be made hereunder shall be stated to be due
on a day that is not a Business Day, such payment shall be made on the next
succeeding Business Day and such extension of time shall be included in the
computation of the payment of interest hereunder or of the commitment fees
hereunder, as the case may be. For purposes of this Agreement and the other
Credit Documents, Letters of Credit which have been cash collateralized or
otherwise backstopped shall not be deemed to be outstanding Letters of Credit.

SECTION 2. CREDIT EXTENSIONS

         2.1      TRANCHE B TERM LOANS. Subject to the terms and conditions
hereof, each Lender severally agrees to lend to Company, on or before December
19, 2003, a Tranche B Term Loan in an amount equal to such Lender's Tranche B
Term Loan Amount to be used for the purposes identified in Section 2.5. Any
amount borrowed under this Section 2.1, and subsequently repaid or prepaid, may
not be reborrowed.

         2.2      REVOLVING LOANS AND SWING LINE LOANS. (a) During the Revolving
Loan Commitment Period, subject to the terms and conditions hereof, (i) each
Lender severally agrees to make Revolving Loans to Company in the aggregate
amount up to but not exceeding such Lender's Revolving Loan Commitment, and (ii)
Swing Line Lender hereby agrees to make Swing Line Loans to Company in an
aggregate amount up to but not exceeding the Swing Line Sublimit, in each case
to be used for the purposes identified in Section 2.5. Amounts borrowed pursuant
to this Section 2.2 may be repaid and reborrowed during the Revolving Loan
Commitment Period. Each Lender's Revolving Loan Commitment, and Swing Line
Lender's Swing Line Loan Commitment, shall expire on the Revolving Loan
Commitment Termination Date and all Revolving Loans and all Swing Line Loans and
all other amounts owed hereunder with respect to the Revolving Loans, the Swing
Line Loans, the Revolving Loan Commitments and the Swing Line Loan Commitment
shall be paid in full no later than such date. Notwithstanding the foregoing,
the Revolving Loan Commitments and the Swing Line Loan Commitment shall expire
immediately and without further action on December 19, 2003 if the Tranche B
Term Loans are not made on or before that date.

         (b)      Except pursuant to Section 2.2(e) or Section 2.3(d), (i)
Revolving Loans that are Base Rate Loans shall be made in an aggregate minimum
amount of $500,000 and integral multiples of $100,000 in excess of that amount,
(ii) Eurodollar Rate Revolving Loans shall be made in an aggregate minimum
amount of $2,000,000 and integral multiples of $500,000 in excess of that
amount, and (iii) Swing Line Loans shall be made in an aggregate minimum amount
of $250,000 and integral multiples of $100,000 in excess of that amount.
Anything contained herein to the contrary notwithstanding, in no event shall the
Total Utilization of Revolving Loan Commitments at any time exceed the Revolving
Loan Commitments then in effect.

         (c)      Whenever Company desires that Lenders make Loans, Company
shall deliver to Administrative Agent a fully executed and delivered Funding
Notice no later

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than 12:00 noon (New York City time) (i) at least three (3) Business Days in
advance of the proposed Credit Extension Date in the case of a Eurodollar Rate
Loan; and (ii) at least one (1) Business Day in advance of the proposed Credit
Extension Date in the case of a Base Rate Loan; provided, whenever Company
desires that Swing Line Lender make a Swing Line Loan, it shall deliver to
Administrative Agent a Funding Notice no later than 12:00 noon (New York City
time) on the proposed Credit Extension Date. Except as otherwise provided
herein, a Funding Notice for a Eurodollar Rate Loan (or telephonic notice in
lieu thereof) shall be irrevocable on and after the related Interest Rate
Determination Date, and Company shall be bound to make a borrowing in accordance
therewith. Promptly after receipt by Administrative Agent of a Funding Notice
(or telephonic notice in lieu thereof), Administrative Agent shall notify each
Lender or Swing Line Lender, as the case may be, of the proposed borrowing.

         (d)      Each Lender shall make the amount of its Loan available to
Administrative Agent not later than 12:00 noon (New York City time) on the
applicable Credit Extension Date, and Swing Line Lender shall make the amount of
its Swing Line Loan available to Administrative Agent not later than 2:30 p.m.
(New York City time) on the applicable Credit Extension Date, in each case by
wire transfer of same day funds in Dollars, at the Funding and Payment Office
(or, in the case of Swing Line Loans, at such other place as Administrative
Agent, Company and Swing Line Lender may approve). Except as provided herein,
upon satisfaction or waiver of the conditions precedent specified herein,
Administrative Agent shall make the proceeds of such Loans available to Company
on the applicable Credit Extension Date by causing an amount of same day funds
in Dollars equal to the proceeds of all such Loans received by Administrative
Agent from Lenders or Swing Line Lender, as the case may be, to be credited to
the account of Company at the Funding and Payment Office (or, in the case of
Swing Line Loans, at such other place as Administrative Agent, Company and Swing
Line Lender may approve).

         (e)      With respect to any Swing Line Loan that has not been
voluntarily prepaid by Company, Swing Line Lender may, at any time in its sole
and absolute discretion, deliver to Administrative Agent (with a copy to
Company), no later than 10:00 a.m. (New York City time) on the first Business
Day in advance of the proposed Credit Extension Date, a notice (the "REFUNDING
NOTICE") (which shall be deemed to be a Funding Notice given by Company)
requesting Lenders having Revolving Credit Exposure to make Revolving Loans that
are Base Rate Loans on such Credit Extension Date in an amount equal to the
amount of such Swing Line Loans (each, a "REFUNDED SWING LINE LOAN") outstanding
on the date of such Refunding Notice. Promptly after receipt by Administrative
Agent of a Refunding Notice, Administrative Agent shall notify each such Lender
thereof. Anything contained herein to the contrary notwithstanding, the proceeds
of such Revolving Loans made by Lenders shall be immediately delivered by
Administrative Agent solely to Swing Line Lender and applied to repay a
corresponding amount of the applicable Refunded Swing Line Loans. Company hereby
authorizes Administrative Agent and Swing Line Lender to charge Company's
accounts, if any (up to the amount available in each such account) in order to
immediately pay Swing Line Lender the amount of the Refunded Swing Line Loans to
the extent the proceeds of such

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Revolving Loans made by Lenders are not sufficient to repay in full the Refunded
Swing Line Loans. If any portion of any such amount paid to Swing Line Lender
should be recovered by or on behalf of Company from Swing Line Lender in
bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of
the amount so recovered shall be ratably shared among all Lenders having
Revolving Credit Exposure in the manner contemplated by Section 10.4.

         (f)      If for any reason (i) Revolving Loans are not made upon the
request of Swing Line Lender as provided in Section 2.2(e) in an amount
sufficient to repay any amounts owed to Swing Line Lender in respect of any
outstanding Swing Line Loans; or (ii) the Revolving Loan Commitments are
terminated at a time when any Swing Line Loans are outstanding, then, in either
case, each Lender having Revolving Credit Exposure shall be deemed to, and
hereby agrees to, have purchased a participation in such outstanding Swing Line
Loans in an amount equal to its Pro Rata Share (calculated, in the case of this
clause (ii), immediately prior to such termination of the Revolving Loan
Commitments) of the unpaid amount of such Swing Line Loans together with accrued
interest thereon. Upon one Business Day's notice from Swing Line Lender, each
such Lender shall deliver to Swing Line Lender an amount equal to its respective
participation in same day funds at the Funding and Payment Office. In order to
further evidence such participation (and without prejudice to the effectiveness
of the participation provisions set forth above), each such Lender agrees to
enter into a separate participation agreement at the request of Swing Line
Lender in form and substance reasonably satisfactory to Swing Line Lender. In
the event any such Lender fails to make available to Swing Line Lender the
amount of such Lender's participation as provided herein, Swing Line Lender
shall be entitled to recover such amount on demand from such Lender together
with interest thereon at the rate customarily used by Swing Line Lender for the
correction of errors among banks for three (3) Business Days and thereafter at
the Base Rate. In the event Swing Line Lender receives a payment of any amount
in which other Lenders have purchased participations as provided herein, Swing
Line Lender shall promptly distribute to each such other Lender its Pro Rata
Share of such payment. In addition, in the case of each Lender that is deemed to
have purchased a participation in such outstanding Swing Line Loan as specified
in this Section 2.2(f), the Swing Line Lender (i) shall keep a register, meeting
the requirements of Temporary Treasury Regulation Section 5f.103-1(c), of each
such Lender, specifying such Lender's entitlement to payments of principal and
interest with respect to such participation, and (ii) shall collect, prior to
the time such Lender receives payments, from each such Lender the appropriate
forms, certificates and statements described in Section 2.20 (and updated as
required by Section 2.20) as if such Lender were a Lender under Section 2.20.

         (g)      Anything contained herein to the contrary notwithstanding,
each such Lender's obligation to make Revolving Loans for the purpose of
repaying any Refunded Swing Line Loans, and each such Lender's obligation to
purchase a participation in any unpaid Swing Line Loans, shall be absolute and
unconditional and shall not be affected by any circumstance, including (i) any
set-off, counterclaim, recoupment, defense or other right which such Lender may
have against Swing Line Lender, any Credit Party or any other Person for any
reason whatsoever; (ii) the occurrence or continuation of an

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Event of Default or a Default; (iii) any adverse change in the business,
operations, properties, assets, condition (financial or otherwise) or prospects
of Company or any of its Subsidiaries; (iv) any breach hereof or any other
Credit Document by any party thereto; or (v) any other circumstance, happening
or event whatsoever, whether or not similar to any of the foregoing; provided,
such obligations of each such Lender are subject to the condition that (1) Swing
Line Lender believed in good faith that all conditions under Section 3 to the
making of the applicable Refunded Swing Line Loans or other unpaid Swing Line
Loans, as the case may be, were satisfied at the time such Refunded Swing Line
Loans or unpaid Swing Line Loans were made, or (2) the satisfaction of any such
condition not satisfied had been waived in accordance with Section 10.5 prior to
or at the time such Refunded Swing Line Loans or other unpaid Swing Line Loans
were made.

         2.3      LETTERS OF CREDIT. (a) During the Revolving Loan Commitment
Period, subject to the terms and conditions hereof, Company may request from
time to time (but in no event later than the date that is thirty (30) days prior
to the Revolving Loan Commitment Termination Date) that one or more Lenders
issue Letters of Credit for the account of Company for the purposes specified in
the definitions of Commercial Letters of Credit and Standby Letters of Credit;
provided that all such Letters of Credit shall provide for sight drawings.
Subject to the terms and conditions of this Agreement and in reliance upon the
representations and warranties of Company herein set forth, any one or more
Lenders may, but (except as provided herein) shall not be obligated to, issue
such Letters of Credit in accordance with the provisions hereof; provided,
Company shall not request that any Lender issue, and no Lender shall issue: (i)
any Letter of Credit if, after giving effect to such issuance, the Total
Utilization of Revolving Loan Commitments would exceed the Revolving Loan
Commitments then in effect; (ii) any Letter of Credit if, after giving effect to
such issuance, the Letter of Credit Usage would exceed the Letter of Credit
Sublimit then in effect; (iii) any Standby Letter of Credit having an expiration
date later than the earlier of (1) the 10th Business Day prior to the Revolving
Loan Commitment Termination Date and (2) the date which is one year after the
date of issuance of such Standby Letter of Credit. Notwithstanding the
foregoing, Issuing Bank may agree that the expiration date of a Standby Letter
of Credit will be automatically extended for one or more successive periods not
to exceed one year each unless the Issuing Bank elects not to extend the
expiration date for any such additional period and further provided that no
expiration date for a Standby Letter of Credit will be extended beyond the 10th
Business Day prior t o the Revolving Loan Commitment Termination Date; (iv) any
Commercial Letter of Credit having an expiration date (a) later than the earlier
of (1) the 30th day prior to the Revolving Loan Commitment Termination Date and
(2) the date which is 180 days after the date of issuance of such Commercial
Letter of Credit (or such other date as shall be agreed to by the Issuing Bank)
or (b) that is otherwise unacceptable to the Issuing Bank in its reasonable
discretion; or (v) any Letter of Credit denominated in a currency other than
Dollars.

         (b)      Whenever Company desires the issuance of a Letter of Credit,
it shall deliver to Administrative Agent a Request for Issuance no later than
12:00 noon (New York City time) at least three (3) Business Days (in the case of
Standby Letters of Credit) or five (5) Business Days (in the case of Commercial
Letters of Credit), or in each case

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such shorter period as may be agreed to by Issuing Bank in any particular
instance, in advance of the proposed date of issuance. Issuing Bank, in its
reasonable discretion, may require changes in the text of the proposed Letter of
Credit or any such documents. Upon receipt by Administrative Agent of a Request
for Issuance pursuant to this Section, in the event Administrative Agent elects
to issue such Letter of Credit, Administrative Agent shall promptly so notify
Company, and Administrative Agent shall be Issuing Bank with respect thereto. In
the event that Administrative Agent, in its sole discretion, elects not to issue
such Letter of Credit, Administrative Agent shall promptly so notify Company,
whereupon Company may request any other Lender to issue such Letter of Credit by
delivering to such Lender a copy of the applicable Request for Issuance. Any
Lender so requested to issue such Letter of Credit shall promptly notify Company
and Administrative Agent whether or not, in its sole discretion, it has elected
to issue such Letter of Credit, and any such Lender which so elects to issue
such Letter of Credit shall be the Issuing Bank with respect thereto. In the
event that all other Lenders shall have declined to issue such Letter of Credit,
notwithstanding the prior election of Administrative Agent not to issue such
Letter of Credit, Administrative Agent shall be obligated to issue such Letter
of Credit and shall be Issuing Bank with respect thereto, notwithstanding the
fact that the Letter of Credit Usage with respect to such Letter of Credit and
with respect to all other Letters of Credit issued by Administrative Agent, when
aggregated with Administrative Agent's outstanding Revolving Loans and Swing
Line Loans, may exceed Administrative Agent's Revolving Loan Commitment then in
effect. Upon satisfaction or waiver of the conditions set forth in Section 3.2,
Issuing Bank shall issue the requested Letter of Credit. Upon the issuance or
amendment of any Standby Letter of Credit, Issuing Bank shall notify the
Administrative Agent and the Company, in writing of such issuance or amendment
and such notice shall be accompanied by a copy of such issuance or amendment.
Promptly after the receipt of such notice, the Administrative Agent shall notify
each Lender, in writing, of such issuance or amendment and in the event any
Lender shall so request, the Administrative Agent shall provide such Lender with
copies of such issuance or amendment. With regard to Commercial Letters of
Credit, each Issuing Bank shall on the first Business Day of each week furnish
the Administrative Agent, by facsimile, with a report detailing the daily
aggregate outstanding Commercial Letters of Credit for such Issuing Bank during
the previous week.

         (c)      In determining whether to honor any drawing under any Letter
of Credit by the beneficiary thereof, Issuing Bank shall be responsible only to
examine the documents delivered under such Letter of Credit with reasonable care
so as to ascertain whether they appear on their face to be in accordance with
the terms and conditions of such Letter of Credit. As between Company and
Issuing Bank, Company assumes all risks of the acts and omissions of, or misuse
of the Letters of Credit issued by Issuing Bank by, the respective beneficiaries
of such Letters of Credit. In furtherance and not in limitation of the
foregoing, Issuing Bank shall not be responsible for: (i) the form, validity,
sufficiency, accuracy, genuineness or legal effect of any document submitted by
any party in connection with the application for and issuance of any such Letter
of Credit, even if it should in fact prove to be in any or all respects invalid,
insufficient, inaccurate, fraudulent or forged; (ii) the validity or sufficiency
of any instrument transferring or

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assigning or purporting to transfer or assign any such Letter of Credit or the
rights or benefits thereunder or proceeds thereof, in whole or in part, which
may prove to be invalid or ineffective for any reason; (iii) failure of the
beneficiary of any such Letter of Credit to comply fully with any conditions
required in order to draw upon such Letter of Credit, except to the extent that
such failure is the result of the gross negligence or willful misconduct of the
Issuing Bank, as determined by a final and non-appealable judgment of a court of
competent jurisdiction; (iv) errors, omissions, interruptions or delays in
transmission or delivery of any messages, by mail, cable, telegraph, telex or
otherwise, whether or not they be in cipher; (v) errors in interpretation of
technical terms; (vi) any loss or delay in the transmission or otherwise of any
document required in order to make a drawing under any such Letter of Credit or
of the proceeds thereof; (vii) the misapplication by the beneficiary of any such
Letter of Credit of the proceeds of any drawing under such Letter of Credit; or
(viii) any consequences arising from causes beyond the control of Issuing Bank,
including any Governmental Acts, and none of the above shall affect or impair,
or prevent the vesting of, any of Issuing Bank's rights or powers hereunder.
Without limiting the foregoing and in furtherance thereof, any action taken or
omitted by Issuing Bank under or in connection with the Letters of Credit or any
documents and certificates delivered thereunder, if taken or omitted in good
faith (and without gross negligence or willful misconduct, as determined by a
final and non-appealable judgment of a court of competent jurisdiction and in
accordance with the standard of care specified in the UCC with respect to
Letters of Credit), shall not put Issuing Bank under any resulting liability to
Company. Notwithstanding anything to the contrary contained in this Section
2.3(c), Company shall retain any and all rights it may have against Issuing Bank
for any liability arising solely out of the gross negligence or willful
misconduct of Issuing Bank, as determined by a final and non-appealable judgment
of a court of competent jurisdiction or failure of such Issuing Bank to use the
standard of care specified in the UCC with respect to Letters of Credit.

         (d)      In the event Issuing Bank has determined to honor a drawing
under a Letter of Credit, it shall immediately notify Company and Administrative
Agent, and Company shall reimburse Issuing Bank on or before the Business Day
immediately following the date on which such drawing is honored (the
"REIMBURSEMENT DATE") in an amount in Dollars and in same day funds equal to the
amount of such honored drawing; provided, anything contained herein to the
contrary notwithstanding, (i) unless Company shall have notified Administrative
Agent and Issuing Bank prior to 11:00 a.m. (New York City time) on the date such
drawing is honored (or prior to 11:00 a.m. (New York City time) on the
immediately following Business Day if such drawing is made after 11:00 a.m. on
the previous Business Day) that Company intends to reimburse Issuing Bank for
the amount of such honored drawing with funds other than the proceeds of
Revolving Loans, Company shall be deemed to have given a timely Funding Notice
to Administrative Agent requesting Lenders having a Revolving Loan Commitment to
make Revolving Loans that are Base Rate Loans on the Reimbursement Date in an
amount in Dollars equal to the amount of such honored drawing, and (ii) subject
to satisfaction or waiver of the conditions specified in Section 3.2 (and
Administrative Agent shall promptly notify each such Lender of such deemed
request), Lenders having a Revolving Loan Commitment shall, on the Reimbursement
Date, make Revolving Loans that are

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Base Rate Loans in the amount of such honored drawing, the proceeds of which
shall be applied directly by Administrative Agent to reimburse Issuing Bank for
the amount of such honored drawing; and provided further, if for any reason
proceeds of Revolving Loans are not received by Issuing Bank on the
Reimbursement Date in an amount equal to the amount of such honored drawing,
Company shall reimburse Issuing Bank, on demand, in an amount in same day funds
equal to the excess of the amount of such honored drawing over the aggregate
amount of such Revolving Loans, if any, which are so received. Nothing in this
Section 2.3(d) shall be deemed to relieve any Lender having a Revolving Loan
Commitment from its obligation to make Revolving Loans on the terms and
conditions set forth herein, and Company shall retain any and all rights it may
have against any such Lender resulting from the failure of such Lender to make
such Revolving Loans under this Section 2.3(d).

         (e)      Immediately upon the issuance of each Letter of Credit, each
Lender having a Revolving Loan Commitment shall be deemed to have irrevocably
purchased, and hereby agrees to irrevocably purchase, from Issuing Bank a
participation in such Letter of Credit and any drawings honored thereunder in an
amount equal to such Lender's Pro Rata Share (with respect to the Revolving Loan
Commitments) of the maximum amount which is or at any time may become available
to be drawn thereunder. In the event that Company shall fail for any reason to
reimburse Issuing Bank as provided in Section 2.3(d), Issuing Bank shall
promptly notify each such Lender of the unreimbursed amount of such honored
drawing and of such Lender's respective participation therein based on such
Lender's Pro Rata Share of the Revolving Loan Commitments. Each such Lender
shall make available to Issuing Bank an amount equal to its respective
participation, in Dollars and in same day funds, at the office of Issuing Bank
specified in such notice, not later than 12:00 noon (New York City time) on the
first Business Day (under the laws of the jurisdiction in which such office of
Issuing Bank is located) after the date notified by Issuing Bank. In the event
that any Lender having a Revolving Loan Commitment fails to make available to
Issuing Bank on such business day the amount of such Lender's participation in
such Letter of Credit as provided in this Section 2.3(e), Issuing Bank shall be
entitled to recover such amount on demand from such Lender together with
interest thereon at the rate customarily used by Issuing Bank for the correction
of errors among banks for three (3) Business Days and thereafter at the Base
Rate. Nothing in this Section 2.3(e) shall be deemed to prejudice the right of
any Lender to recover from Issuing Bank any amounts made available by such
Lender to Issuing Bank pursuant to this Section in the event that it is
determined by the final judgment of a court of competent jurisdiction that the
payment with respect to a Letter of Credit in respect of which payment was made
by such Lender constituted gross negligence or willful misconduct on the part of
Issuing Bank or resulted from Issuing Bank's failure to use the standard of care
specified in the UCC with respect to Letters of Credit. In the event Issuing
Bank shall have been reimbursed by other Lenders pursuant to this Section 2.3(e)
for all or any portion of any drawing honored by Issuing Bank under a Letter of
Credit, such Issuing Bank shall distribute to each Lender which has paid all
amounts payable by it under this Section 2.3(e) with respect to such honored
drawing such Lender's Pro Rata Share of all payments subsequently received by
Issuing Bank from Company in reimbursement of such honored drawing promptly when
such

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<PAGE>

payments are received. Any such distribution shall be made to a Lender at its
primary address set forth below its name on the appropriate signature page
hereof or at such other address as such Lender may request. In addition, in the
case of each Lender that is deemed to have irrevocably purchased from Issuing
Bank a participation in such Letter of Credit as specified in this Section
2.3(e), the Issuing Bank shall keep a register specifying such Lender's
entitlement to payments with respect to such participation in accordance with
its normal business practice which is intended to meet the requirements of
Temporary Treasury Regulation Section 5f.103-1(c).

         (f)      The obligation of Company to reimburse Issuing Bank for
drawings honored under the Letters of Credit issued by it and to repay any
Revolving Loans made by Lenders pursuant to Section 2.3(d) and the obligations
of Lenders having Revolving Credit Exposure under Section 2.3(e) shall be
unconditional and irrevocable and shall be paid strictly in accordance with the
terms hereof under all circumstances including any of the following
circumstances: (i) any lack o f validity or enforceability of any Letter of
Credit; (ii) the existence of any claim, set-off, defense or other right which
Company or any Lender may have at any time against a beneficiary or any
transferee of any Letter of Credit (or any Persons for whom any such transferee
may be acting), Issuing Bank, Lender or any other Person or, in the case of a
Lender, against Company, whether in connection herewith, the transactions
contemplated herein o r any unrelated transaction (including any underlying
transaction between Company or one of its Subsidiaries and the beneficiary for
which any Letter of Credit was procured); (iii) any draft or other document
presented under any Letter of Credit proving to be forged, fraudulent, invalid
or insufficient in any respect or any statement therein being untrue or
inaccurate in any respect; (iv) payment by Issuing Bank under any Letter of
Credit against presentation of a draft or other document which does not
substantially comply with the terms of such Letter of Credit, except where such
payment constitutes gross negligence or willful misconduct on the part of the
Issuing Bank, as determined by a final and non-appealable judgment of a court of
competent jurisdiction or results from Issuing Bank's failure to use the
standard of care specified in the UCC with respect to Letters of Credit; (v) any
adverse change in the business, operations, properties, assets, condition
(financial or otherwise) or prospects of Company or any of its Subsidiaries;
(vi) any breach of this Agreement or any other Credit Document by any party
thereto; (vii) any other circumstance or happening whatsoever, whether or not
similar to any of the foregoing; or (viii) the fact that an Event of Default or
a Default shall have occurred and be continuing; provided, in each case, that
payment by Issuing Bank under the applicable Letter of Credit shall not have
constituted gross negligence or willful misconduct of Issuing Bank, as
determined by a final and non-appealable judgment of a court of competent
jurisdiction or failure of such Issuing Bank to use the standard of care
specified in the UCC with respect to Letters of Credit under the circumstances
in question.

         (g)      In addition to amounts payable as provided herein, Company
hereby agrees to protect, indemnify, pay and save harmless Issuing Bank from and
against any and all claims, demands, liabilities, damages, losses, costs,
charges and expenses (including reasonable fees, expenses and disbursements of
outside counsel but excluding, any and all claims, demands, liabilities,
damages, losses, costs, charges and expenses

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relating to Taxes (and any liabilities relating thereto), the indemnity for
which shall be governed solely and exclusively by Section 2.20) which Issuing
Bank may incur or be subject to as a consequence, direct or indirect, of (i) the
issuance of any Letter of Credit by Issuing Bank, other than as a result of (1)
the gross negligence or willful misconduct of Issuing Bank, as determined by a
final and non-appealable judgment of a court of competent jurisdiction or
failure of such Issuing Bank to use the standard of care specified in the UCC
with respect to Letters of Credit, or (2) subject to the following clause (ii),
the wrongful dishonor by Issuing Bank of a proper demand for payment made under
any Letter of Credit issued by it, or (ii) the failure of Issuing Bank to honor
a drawing under any such Letter of Credit as a result of any Governmental Act.

         2.4      PRO RATA SHARES. All Loans made and all participations
purchased pursuant to Section 2.1, 2.2 and Section 2.3 shall be made or
purchased, as the case may be, by Lenders simultaneously and proportionately to
their respective applicable Pro Rata Shares, it being understood that no Lender
shall be responsible for any default by any other Lender in such other Lender's
obligation to make a Loan requested hereunder or purchase a participation
required hereby nor shall the Revolving Loan Commitment or Term Loan amount of
any Lender be increased or decreased as a result of a default by any other
Lender in such other Lender's obligation to make a Loan requested hereunder or
purchase a participation required hereby. Unless Administrative Agent shall have
been notified by any Lender prior to the applicable Credit Extension Date that
such Lender does not intend to make available to Administrative Agent the amount
of such Lender's Loan requested on such Credit Extension Date, Administrative
Agent may assume that such Lender has made such amount available to
Administrative Agent on such Credit Extension Date and Administrative Agent may,
in its sole discretion, but shall not be obligated to, make available to Company
a corresponding amount on such Credit Extension Date. If such corresponding
amount is not in fact made available to Administrative Agent by such Lender,
Administrative Agent shall be entitled to recover such corresponding amount on
demand from such Lender together with interest thereon, for each day from such
Credit Extension Date until the date such amount is paid to Administrative
Agent, at the customary rate set by Administrative Agent for the correction of
errors among banks for three (3) Business Days and thereafter at the Base Rate.
If such Lender does not pay such corresponding amount forthwith upon
Administrative Agent's demand therefor, Administrative Agent shall promptly
notify Company and Company shall immediately pay such corresponding amount to
Administrative Agent together with interest thereon, for each day from such
Credit Extension Date until the date such amount is paid to Administrative
Agent, at the rate payable hereunder for Base Rate Loans. Nothing in this
Section 2.4 shall be deemed to relieve any Lender from its obligation to fulfill
its Revolving Loan Commitments or its commitments to make Term Loans hereunder
or to prejudice any rights that Company may have against any Lender as a result
of any default by such Lender hereunder.

         2.5      USE OF PROCEEDS. The proceeds of (a) the Tranche B Term Loans
and up to $8,200,000 of Revolving Loans made on the Closing Date shall be
applied by Company to fund a portion of the Acquisition Financing Requirements
and (b) the Revolving Loans, Swing Line Loans and Letters of Credit made after
the Closing Date

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shall be applied by Company for working capital and general corporate purposes
of Parent and its Subsidiaries and other purposes permitted hereunder. The
proceeds from any New Term Loans shall be applied by Company for working
capital, general corporate purposes and other purposes permitted hereunder. No
portion of the proceeds of any Credit Extension shall be used in any manner that
causes or might cause such Credit Extension or the application of such proceeds
to violate Regulation T, Regulation U or Regulation X of the Board of Governors
of the Federal Reserve System or any other regulation thereof or to violate the
Exchange Act.

         2.6      NOTES; REGISTER; LENDERS' BOOKS AND RECORDS. If so requested
by any Lender by written notice to Company (with a copy to Administrative Agent)
at least two Business Days prior to the Closing Date, or at any time thereafter,
Company shall execute and deliver to such Lender (and or, if applicable and if
so specified in such notice, to any Person who is a permitted assignee of such
Lender pursuant to Section 10.6) on the Closing Date (or, if such notice is
delivered after the Closing Date, promptly after Company's receipt of such
notice) a Note or Notes to evidence such Lender's Tranche B Term Loan, New Term
Loan, Revolving Loan or Swing Line Loan, as the case may be. Administrative
Agent shall maintain, at its address referred to in Section 10.1,a register for
the recordation of the names and addresses of Lenders and Issuing Banks and the
Revolving Loan Commitments and Loans of each Lender and Letters of Credit, and
drawings honored under the Letters of Credit, issued by each Issuing Bank from
time to time (the "REGISTER"). The Register shall be available for inspection by
Company or any Lender at any reasonable time and from time to time upon
reasonable prior notice. Administrative Agent shall record in the Register the
Revolving Loan Commitments and the Loans of each Lender and Letters of Credit,
and drawings honored under the Letters of Credit, issued by each Issuing Bank,
and each repayment or prepayment in respect of the principal amount of the Loans
(and related interest payments with respect to the Loans) and any reimbursement
amounts paid to each Issuing Bank pursuant to Section 2.3 (and related
interest payments), and any such recordation shall be conclusive and binding on
Company and each Lender, absent demonstrable error; provided, failure to make
any such recordation, or any error in such recordation, shall not affect any
Lender's Revolving Loan Commitment or Company's Obligations in respect of any
Loan. Company hereby designates the Administrative Agent to serve as Company's
agent solely for purposes of maintaining the Register as provided in this
Section 2.6, and Company hereby agrees that, to the extent the Administrative
Agent serves in such capacity, the Administrative Agent and its officers,
directors, employees, agents and affiliates shall constitute Indemnitees for all
purposes. Each Lender shall record on its internal records, including its Notes,
the amount of the Loans and Letters of Credit made or issued, as the case may
be, by it and each repayment and prepayment and interest payment in respect
thereof. Any such recordation shall be conclusive and binding on Company, absent
demonstrable error; provided, failure to make any such recordation, or any error
in such recordation, shall not affect any Lender's Commitments or Company's
Obligations in respect of any applicable Loans and Letters of Credit; and
provided, further, in the event of any inconsistency between the Register and
any Lender's records, the recordations in the Register shall govern. Company,
Administrative Agent and Lenders shall deem and treat the Persons listed as
Lenders in the Register as the holders and owners of the

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<PAGE>

corresponding Revolving Loan Commitments and Loans listed therein for all
purposes hereof.

         2.7      INTEREST PAYMENTS. (a) Except as otherwise set forth herein,
each Class of Loan shall bear interest on the unpaid principal amount thereof
from the date made through maturity (whether by acceleration or otherwise) at
the sum of (x) the applicable interest rate for the Type of Loan of such Class
plus (y) the Applicable Margin for such Type of Loan of such Class. The Type of
any Loan (except a Swing Line Loan), and the Interest Period with respect to any
Eurodollar Rate Loan, shall be selected by Company and notified to
Administrative Agent and Lenders pursuant to the applicable Funding Notice or
Conversion/Continuation Notice, as the case may be. If on any day a Loan is
outstanding with respect to which notice has not been delivered to
Administrative Agent in accordance with the terms hereof specifying the
applicable basis for determining the rate of interest, then for that day such
Loan shall be a Base Rate Loan. Notwithstanding anything contained herein to the
contrary, in connection with Eurodollar Rate Loans (i) there shall be no more
than 16 Interest Periods outstanding at any time; and (ii) in the event Company
fails to specify an Interest Period for any Eurodollar Rate Loan in the
applicable Funding Notice or Conversion/Continuation Notice, Company shall be
deemed to have selected an Interest Period of one month. As soon as practicable
after 10:00 a.m. (New York City time) on each Interest Rate Determination Date,
Administrative Agent shall determine (which determination shall, absent
demonstrable error, be final, conclusive and binding upon all parties) the
interest rate that shall apply to the Eurodollar Rate Loans for which an
interest rate is then being determined for the applicable Interest Period and
shall promptly give notice thereof (in writing or by telephone confirmed in
writing) to Company and each Lender.

         (b)      Company agrees to pay to Issuing Bank, with respect to
drawings honored under any Letter of Credit honored by it, interest on the
amount paid by Issuing Bank in respect of each such honored drawing from the
date such drawing is honored to but excluding the date such amount is reimbursed
by or on behalf of Company at a rate equal to (i) for the period from the date
such drawing is honored to but excluding one day after the applicable
Reimbursement Date, (1) the Base Rate, plus (2) the Applicable Margin for
Revolving Loans that are Base Rate Loans, and (ii) thereafter, a rate which is
2% per annum in excess of the rate of interest otherwise payable hereunder with
respect to Revolving Loans that are Base Rate Loans.

         (c)      Interest payable hereunder shall be computed (i) in the case
of Base Rate Loans, on the basis of a 365/6-day year, as the case may be, and
(ii) in the case of Eurodollar Rate Loans, on the basis of a 360-day year, in
each case for the actual number of days elapsed in the period during which it
accrues. In computing interest on any Loan, the date of the making of such Loan
or the first day of an Interest Period applicable to such Loan or, with respect
to a Base Rate Loan being converted from a Eurodollar Rate Loan, the date of
conversion of such Eurodollar Rate Loan to such Base Rate Loan, as the case may
be, shall be included, and the date of payment of such Loan or the expiration
date of an Interest Period applicable to such Loan or, with respect to a Base
Rate Loan being converted to a Eurodollar Rate Loan, the date of conversion of
such

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<PAGE>

Base Rate Loan to such Eurodollar Rate Loan, as the case may be, shall be
excluded; provided, if a Loan is repaid on the same day on which it is made, one
day's interest shall be paid on that Loan.

         (d)      Except as otherwise set forth herein, interest on each Loan
shall be payable in arrears on and to (i) each Interest Payment Date applicable
to that Loan; (ii) any prepayment of that Loan, to the extent accrued on the
amount being prepaid; and (iii) at maturity, including final maturity; provided,
in the event any Swing Line Loan or any Revolving Loan that is a Base Rate Loan
is prepaid pursuant to Section 2.12(a), interest accrued on such Swing Line Loan
or Revolving Loan through the date of such prepayment shall be payable on the
next succeeding Interest Payment Date applicable to Base Rate Loan, or, if
earlier, at final maturity.

         (e)      Interest payable pursuant to Section 2.7(b) shall be payable
on demand or, if no demand is made, on the date on which the related drawing
honored under a Letter of Credit is reimbursed in full. Promptly upon receipt by
Issuing Bank of any payment of interest pursuant to Section 2.7(b), (i) Issuing
Bank shall distribute to each Lender having Revolving Credit Exposure, out of
the interest received by Issuing Bank in respect of the period from the date
such drawing is honored to but excluding the date on which Issuing Bank is
reimbursed for the amount of such drawing (including any such reimbursement out
of the proceeds of any Revolving Loans), the amount that such Lender would have
been entitled to receive in respect of the letter of credit fee that would have
been payable in respect of such Letter of Credit for such period if no drawing
had been honored under such Letter of Credit, and (ii) in the event Issuing Bank
shall have been reimbursed by Lenders for all or any portion of such honored
drawing, Issuing Bank shall distribute to each Lender having Revolving Credit
Exposure which has paid all amounts payable by it under Section 2.3(e) with
respect to such honored drawing such other Lender's Pro Rata Share of any
interest received by Issuing Bank in respect of that portion of such honored
drawing so reimbursed by Lenders for the period from the date on which Issuing
Bank was so reimbursed by Lenders to but excluding the date on which such
portion of such honored drawing is reimbursed by Company. Any such distribution
shall be made to a Lender at its primary address set forth below its name on the
appropriate signature page hereof or at such other address as such Lender may
request.

         2.8      CONVERSION; CONTINUATION. Company shall have the option (a) to
convert at any time all or any part of any Class of Loans from one Type of Loan
to another Type of Loan, provided, that partial conversions of Base Rate Loans
shall be in the aggregate principal amount of $1,000,000 and integral multiples
of $100,000 in excess of that amount and the aggregate principal amount of the
resulting Eurodollar Rate Loans outstanding in respect of any one (1) Interest
Period shall be at least $2,000,000 and integral multiples of $1,000,000 in
excess of that amount; or (B) upon the expiration of any Interest Period
applicable to a Eurodollar Rate Loan, to continue all or any portion of such
Loan as a Eurodollar Rate Loan; provided, (1) a Eurodollar Rate Loan may only be
converted into a Base Rate Loan on the expiration date of an Interest Period
applicable thereto and (2) the aggregate principal amount of the resulting
Eurodollar Rate Loans outstanding in respect of any one Interest Period shall be
at least $2,000,000 and integral

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multiples of $1,000,000 in excess of that amount. Company shall deliver a
Conversion/Continuation Notice to Administrative Agent no later than 10:00 a.m.
(New York City time) at least one (1) Business Day in advance of the proposed
conversion date (in the case of a conversion to a Base Rate Loan) and at least
three (3) Business Days in advance of the proposed conversion/continuation date
(in the case of a conversion to, or a continuation of, a Eurodollar Rate Loan).
Except as otherwise provided herein, a Conversion/Continuation Notice for
conversion to, or continuation of, a Eurodollar Rate Loan (or telephonic notice
in lieu thereof) shall be irrevocable on and after the related Interest Rate
Determination Date, and Company shall be bound to effect a conversion or
continuation in accordance therewith. After the occurrence of and during the
continuation of an Event of Default, unless the Requisite Lenders otherwise
consent, (i) Company may not elect to have a Loan be made or maintained as, or
converted to, a Eurodollar Rate Loan after the expiration of any Interest Period
then in effect for that Loan; and (ii) any Funding Notice or
Conversion/Continuation Notice given by Company with respect to a requested
borrowing or conversion/continuation that has not yet occurred shall be deemed
to be rescinded by Company.

         2.9      POST-MATURITY INTEREST. Any principal payments on the Loans
not paid when due and, to the extent permitted by applicable law, any interest
payments on the Loans or any fees or other amounts owed hereunder not paid when
due, in each case whether at stated maturity, by notice of prepayment, by
acceleration or otherwise, shall thereafter bear interest (including
post-petition interest in any proceeding under the Bankruptcy Code or other
applicable bankruptcy laws) payable on demand at a rate which is 2% per annum in
excess of the interest rate otherwise payable hereunder with respect to the
applicable Loans (or, in the case of any such fees and other amounts, at a rate
which is 2% per annum in excess of the interest rate otherwise payable hereunder
for Base Rate Loans that are Revolving Loans); provided, in the case of
Eurodollar Rate Loans, upon the expiration of the Interest Period in effect at
the time any such increase in interest rate is effective such Eurodollar Rate
Loans shall thereupon become Base Rate Loans and shall thereafter bear interest
payable upon demand at a rate which is 2% per annum in excess of the interest
rate otherwise payable hereunder for Base Rate Loans of the Class in question.
Payment or acceptance of the increased rates of interest provided for in this
Section 2.9 is not a permitted alternative to timely payment and shall not
constitute a waiver of any Event of Default or otherwise prejudice or limit any
rights or remedies of Administrative Agent or any Lender.

         2.10     FEES. (a) Company agrees to pay to Administrative Agent, for
distribution to each Lender having Revolving Credit Exposure in proportion to
that Lender's Pro Rata Share (determined with respect to the Revolving Loan
Commitments), commitment fees for the Revolving Loan Commitment Period equal to
the product of (i) the average of the daily difference between (1) the Revolving
Loan Commitments, minus (2) the sum of (a) the aggregate principal amount of
outstanding Revolving Loans (but not any outstanding Swing Line Loans) plus (b)
the Letter of Credit Usage, multiplied by the (ii) Applicable Commitment Fee
Percentage. All such commitment fees shall be calculated on the basis of a
360-day year and the actual number of days elapsed and shall be payable
quarterly in arrears on March 30, June 30, September 30 and December 30 of

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each year, commencing on the first such date to occur after the Closing Date,
and on the Revolving Loan Commitment Termination Date.

         (b)      Company agrees to pay (i) a fronting fee, payable directly to
Issuing Bank for its own account, equal to 0.25% per annum of the aggregate
daily amount available to be drawn under all Letters of Credit issued by it, and
(ii) a letter of credit fee, payable to Administrative Agent for the account of
Lenders having Revolving Credit Exposure, equal to the product of (1) the
Applicable Margin for Revolving Loans that are Eurodollar Rate Loans, multiplied
by (2) the daily amount available to be drawn under all such Letters of Credit,
each such fee to be payable in arrears on and to (but not including) the last
Business Day of each of January, April, July and October of each year and
computed on the basis of a 360-day year for the actual number of days elapsed.
Without duplication of the foregoing fees, Company agrees to pay documentary and
processing charges payable directly to Issuing Bank for its own account in
accordance with Issuing Bank's standard schedule for such charges in effect at
the time of such issuance, amendment, transfer or payment, as the case may be.
For purposes of calculating any fees payable under this Section, the daily
amount available to be drawn under any Letter of Credit shall be determined as
of the close of business on any date of determination. Promptly upon receipt by
Administrative Agent of any amount described in clause (ii) above,
Administrative Agent shall distribute to each Lender having Revolving Credit
Exposure its Pro Rata Share (determined with respect to the Revolving Loan
Commitments) of such amount.

         (c)      Company agrees to pay to the Agents such other fees in the
amounts and at the times separately agreed upon between Company and the Agents.

         2.11     SCHEDULED PAYMENTS. Company shall make principal payments on
the Tranche B Term Loans in installments (each an "INSTALLMENT") on the dates
(each an "INSTALLMENT DATE") and in the amounts set forth below:

<TABLE>
<CAPTION>
DATE                                    AMOUNT
------------                          -----------
<S>                                   <C>
March 31, 2004                        $ 1,012,500
June 30, 2004                           1,012,500
September 30, 2004                      1,012,500
December 31, 2004                       1,012,500
March 31, 2005                          1,012,500
June 30, 2005                           1,012,500
September 30, 2005                      1,012,500
December 31, 2005                       1,012,500
March 31, 2006                          1,012,500
June 30, 2006                           1,012,500
September 30, 2006                      1,012,500
December 31, 2006                       1,012,500
March 31, 2007                          1,012,500
</TABLE>

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<PAGE>

<TABLE>
<CAPTION>
<S>                                   <C>
DATE                                    AMOUNT
------------                          -----------
June 30, 2007                           1,012,500
September 30, 2007                      1,012,500
December 31, 2007                       1,012,500
March 31, 2008                          1,012,500
June 30, 2008                           1,012,500
September 30, 2008                      1,012,500
December 31, 2008                       1,012,500
March 31, 2009                          1,012,500
June 30, 2009                           1,012,500
September 30, 2009                      1,012,500
December 31, 2009                       1,012,500
March 31, 2010                          1,012,500
June 30, 2010                           1,012,500
September 30, 2010                      1,012,500
December 31, 2010                       1,012,500
March 31, 2011                         94,162,500
June 30, 2011                          94.162,500
September 30, 2011                     94,162,500
Eighth Anniversary of Closing Date     94,162,500
</TABLE>

; provided, in the event any New Term Loans are made, such New Term Loans shall
be repaid on each Installment Date occurring on or after the applicable
Increased Amount Date in an amount equal to (i) the aggregate principal amount
of New Term Loans of the applicable Series of New Term Loans, times (ii) the
ratio (expressed as a percentage) of (y) the original Installment amount of the
Tranche B Term Loans to be repaid on such Installment Date and (z) the original
aggregate principal amount of the Tranche B Term Loans.

Notwithstanding the foregoing, (i) such scheduled installments shall be reduced
in connection with any voluntary or mandatory prepayments of the Term Loans in
accordance with Sections 2.12, 2.13 and 2.14; (ii) Tranche B Term Loans and all
other amounts owed hereunder with respect thereto shall be paid in full no later
than the Tranche B Term Loan Maturity Date, and the final installment payable by
Company in respect thereof on such date shall be in an amount sufficient to
repay all amounts owing by Company hereunder with respect to the Tranche B Term
Loans; and (iii) New Term Loans and all other amounts owed hereunder with
respect thereto shall be paid in full no later than the New Term Loan Maturity
Date, and the final installment payable by Company in respect thereof on such
date shall be in an amount sufficient to repay all amounts owing by Company
hereunder with respect to the New Term Loans.

         2.12     VOLUNTARY PREPAYMENTS/COMMITMENT REDUCTIONS. (a) Company
may, upon written or telephonic notice to Administrative Agent on or prior to
12:00 noon (New York City time) on the date of prepayment, which notice, if
telephonic, shall be promptly confirmed in writing, at any time and from time to
time prepay any Swing Line

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Loan on any Business Day in whole or in part in an aggregate minimum amount of
$250,000 and integral multiples of $100,000 in excess of that amount. Company
may, upon not less than one (1) Business Day's prior written or telephonic
notice, in the case of Base Rate Loans, and three (3) Business Days' prior
written or telephonic notice, in the case of Eurodollar Rate Loans, in each case
given to Administrative Agent by 12:00 noon (New York City time) on the date
required and, if given by telephone, promptly confirmed in writing to
Administrative Agent (which original written or telephonic notice Administrative
Agent will promptly transmit by telefacsimile or telephone to each Lender), at
any time and from time to time prepay any Term Loans or Revolving Loans on any
Business Day in whole or in part in an aggregate minimum amount of $500,000 and
integral multiples of $100,000 in excess of that amount in the case of Term
Loans and $100,000 and integral multiples of $500,000 in excess of that amount
in the case of Revolving Loans; provided, however, that a Eurodollar Rate Loan
may only be prepaid on the expiration of the Interest Period applicable thereto
unless Company pays Lenders any amount required pursuant to Section 2.18(c) on
the date of such prepayment. Notice of prepayment having been given as
aforesaid, the principal amount of the Loans specified in such notice shall
become due and payable on the prepayment date specified therein; provided that
Company may rescind or postpone any such notice of prepayment if such prepayment
would have resulted from a refinancing of all of the Loans and such refinancing
shall not be consummated or otherwise shall be delayed.

         (b)      Company may, upon not less than three (3) Business Days' prior
written or telephonic notice confirmed in writing to Administrative Agent (which
original written or telephonic notice Administrative Agent will promptly
transmit by telefacsimile or telephone to each Lender), at any time and from
time to time terminate in whole or permanently reduce in part, without premium
or penalty, the Revolving Loan Commitments in an amount up to the amount by
which the Revolving Loan Commitments exceed the Total Utilization of Revolving
Loan Commitments at the time of such proposed termination or reduction;
provided, any such partial reduction of the Revolving Loan Commitments shall be
in an aggregate minimum amount of $2,000,000 and integral multiples of
$1,000,000 in excess of that amount. Company's notice to Administrative Agent
shall designate the date (which shall be a Business Day) of such termination or
reduction and the amount of any partial reduction, and such termination or
reduction of the Revolving Loan Commitments shall be effective on the date
specified in Company's notice and shall reduce the Revolving Loan Commitment of
each Lender having Revolving Credit Exposure proportionately to its Pro Rata
Share (determined with respect to Revolving Loan Commitments); provided that
Company may rescind or postpone any such notice of termination of the Revolving
Loan Commitments if such termination would have resulted from a refinancing of
all of the Loans and such refinancing shall not be consummated or otherwise
shall be delayed.

         (c)      Notwithstanding anything to the contrary contained in this
Section 2.12 or any other provision of this Agreement, so long as (i) there is
no Default, (ii) there is no Event of Default and (iii) no Default or Event of
Default would result therefrom, Company may repurchase outstanding Term Loans on
the following bases:

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                  (i)      Company may repurchase on a non-pro rata basis all or
         any portion of the Term Loans of one or more Lenders pursuant to an
         Assignment Agreement, between Company and such Lender or Lenders in an
         aggregate principal amount not to exceed 30% of the initial aggregate
         principal amount of Term Loans with respect to all such repurchases
         pursuant to this clause (i); provided that, with respect to such
         repurchases, Company shall simultaneously provide a copy of such
         Assignment Agreement and any other agreements between Company and such
         Lender with respect to such repurchase to Administrative Agent and
         GSCP;

                  (ii)     In addition, Company may make one or more offers
         (each, an "OFFER")to repurchase all or any portion of the Term Loans
         (such Term Loans, the "OFFER LOANS") of Lenders, provided, (A) Company
         delivers a notice of such Offer to Administrative Agent (to be
         distributed to the Lenders) no later than 12:00 noon (New York City
         time) at least five (5) Business Days in advance of a proposed
         consummation date of such Offer indicating (1) the last date on which
         such Offer may be accepted, (2) the maximum dollar amount of the Offer,
         (3) the repurchase price per dollar of principal amount of such Offer
         Loans at which Company is willing to repurchase the Offer Loans and (4)
         the instructions, consistent with this Section 2.12(c) with respect to
         the Offer (which shall be reasonably acceptable to Company,
         Administrative Agent and GSCP), that a Lender must follow in order to
         have its Offer Loans repurchased; (B) the maximum dollar amount of the
         Offer shall be no less than an aggregate $1,000,000; (C) Company shall
         hold the Offer open for a minimum period of two (2) Business Days; (D)
         a Lender who elects to participate in the Offer may choose to tender
         all or part of such Lender's Offer Loans; and (E) the Offer shall be
         made to Lenders holding the Offer Loans on a pro rata basis in
         accordance with their Pro Rata Shares; provided, further that, if any
         Lender elects not to participate in the Offer, either in whole or in
         part, the amount of such Lender's Offer Loans not being tendered shall
         be excluded in calculating the pro rata amount applicable to the
         balance of such Offer Loans;

                  (iii)    With respect to all repurchases made by Company
         pursuant to this Section 2.12(c), (A) company shall pay all accrued and
         unpaid interest, if any, on the repurchased Term Loans to the date of
         repurchase of such Term Loans (B) Company shall have provided to
         all Lenders all information that, together with any previously provided
         information, would satisfy the requirements of Rule 10b-5 of the
         Exchange Act with respect to an offer by Company to repurchase
         securities registered under the Securities Act (whether or not such
         securities are outstanding) as if such offer was being made as of the
         date of such repurchase of Term Loans from a Lender and (C) such
         repurchases shall not be deemed to be voluntary prepayments pursuant to
         this Section 2.12, Section 2.13 or 2.16 hereunder except that the
         amount of the Loans so repurchased shall be applied on a pro rata basis
         to reduce the scheduled remaining Installments of principal on such
         Term Loan;

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                  (iv)     Following repurchase by Company pursuant to this
         Section 2.12(c), the Term Loans so repurchased shall be deemed
         cancelled for all purposes and no longer outstanding (and may not be
         resold by Company), for all purposes of this Agreement and all other
         Credit Documents, including, but not limited to (A) the making of, or
         the application of, any payments to the Lenders under this Agreement or
         any other Credit Document, (B) the making of any request, demand,
         authorization, direction, notice, consent or waiver under this
         Agreement or any other Credit Document or (C) the determination of
         Requisite Lenders, or for any similar or related purpose, under this
         Agreement or any other Credit Document. Any payment made by Company in
         connection with a repurchase permitted by this Section 2.12(c) shall
         not be subject to the provisions of either Section 2.16 or Section
         2.17. Failure by Company to make any payment to a Lender required by an
         agreement permitted by this Section 2.12(c) shall not constitute an
         Event of Default under Section 8.1 (a); and

                  (v)      Notwithstanding any of the provisions set forth in
         this Agreement to the contrary, Company, the Lenders and Agents hereby
         agree that nothing in this Agreement shall be understood to mean or
         suggest that the Term Loans constitute "securities" for purposes of
         either the Securities Act or the Exchange Act.

         2.13     MANDATORY PREPAYMENTS/COMMITMENT REDUCTIONS. (a) No later than
the first Business Day following the date of receipt by Holdings, Company or any
of its Subsidiaries of any Net Asset Sale Proceeds from Asset Sales made in
accordance with Sections 6.7(o), 6.7(p), and Section 6.9, or of any Net
Insurance/Condemnation Proceeds, Company shall prepay the Loans and/or the
Revolving Loan Commitments shall be permanently reduced in an aggregate amount
equal to such Net Asset Sale Proceeds or Net Insurance/Condemnation Proceeds, as
the case may be; provided, so long as Event of Default shall have occurred and
be continuing, Company may deliver to Administrative Agent a certificate of an
Authorized Officer of Company setting forth (1) that portion of such Net Asset
Sale Proceeds or Net Insurance/Condemnation Proceeds (such portion being the
"PROPOSED REINVESTMENT PROCEEDS") that Company or such Subsidiary intends to
reinvest within 365 days of the date of receipt, in non-current assets useful in
the business of Company and its Subsidiaries, which may include, in the case of
any Proposed Reinvestment Proceeds which related to Net Insurance/Condemnation
Proceeds, the repair, restoration or replacement of the applicable assets of
Company or its Subsidiaries (such assets being "ELIGIBLE ASSETS") and (2) the
proposed use of such Proposed Reinvestment Proceeds and such other information
with respect to such reinvestment as Administrative Agent may reasonably
request. In the event Collateral Agent shall receive any Net
Insurance/Condemnation Proceeds in its capacity as loss payee pursuant to
Section 5.5, Company hereby authorizes Collateral Agent to apply an amount equal
to all such amounts in accordance with this Section 2.13(a); provided, if
Company shall elect to exercise its option to reinvest any such proceeds
pursuant to the first sentence of this Section 2.13(a), Company shall give
notice to Administrative Agent of such election and Administrative Agent shall
pay over to Company such proceeds and Company shall reinvest such proceeds in
accordance with the terms of such sentence.

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         (b)      On the date of receipt by Holdings or Company of the Cash
proceeds from the issuance of any equity Securities in a public offering or in a
private placement underwritten, placed or initially purchased by an investment
bank (it being understood that Sponsor is not an investment bank) of Holdings,
Company or any of its Subsidiaries, Company shall prepay the Loans and/or the
Revolving Loan Commitments shall be permanently reduced in an aggregate amount
equal to 50% of such proceeds, net of investment banking fees, underwriting
discounts and commissions and other reasonable costs and expenses associated
therewith, including reasonable legal fees and expenses; provided, during any
period in which the Leverage Ratio as of the last day of the immediately
preceding Fiscal Quarter (determined for any such period by reference to the
most recent Compliance Certificate delivered pursuant to Section 5.1 (d)
calculating the Leverage Ratio) (i) shall be 4.00:1.00 or less, Company shall be
required to make the prepayment and/or reduction required hereby in an amount
equal to 25% of such net proceeds, and (ii) shall be 2.50: 1.00 or less, Company
shall not be required to make any prepayment and/or reduction hereby; and
provided further that no such prepayment or commitment reduction shall be
required with respect to an amount equal to such proceeds that are received (w)
in a private offering or placement to the extent that such proceeds do not
exceed $25,000,000 in the aggregate and are utilized to finance Permitted
Acquisitions, (x) pursuant to any employee stock or stock option plan, (y) in
connection with sales or issuances of equity Securities to (A) the Equity
Investors, their Affiliates, related funds and limited partners and (B) other
Persons making additional equity investments together with the Equity Investors
after the Closing Date, and (z) in connection with any Permitted Cure
Securities.

         (c)      On the first Business Day following the date of receipt by
Holdings, Company or its Subsidiaries of the Cash proceeds from the issuance of
any debt Securities (other than the proceeds of Indebtedness permitted under
Section 6.1 (unless indicated otherwise in Section 6.1)) of Holdings, Company or
its Subsidiaries, Company shall prepay the Loans and/or the Revolving Loan
Commitments shall be permanently reduced in an aggregate amount equal to equal
to 100% of such proceeds, net, in the case of any such issuance, of investment
banking fees, underwriting discounts and commissions and other reasonable costs
and expenses associated therewith, including reasonable legal fees and expenses.

         (d)      In the event that there shall be Consolidated Excess Cash Flow
for any Fiscal Year (commencing with Fiscal Year ended 2004), Company shall,
no later than one hundred-five (105) days after the end of such Fiscal Year,
prepay the Loans and/or the Revolving Loan Commitments shall be permanently
reduced in an aggregate amount equal to 50% of such Consolidated Excess Cash
Flow; provided, during any period in which the Leverage Ratio as of the last day
of the last Fiscal Quarter of such Fiscal Year (determined for any such period
by reference to the most recent Compliance Certificate delivered pursuant to
Section 5.1 (d) calculating the Leverage Ratio) (i) shall be 4.00: 1.00 or less,
Company shall be required to make the prepayment and/or reduction required
hereby in an amount equal to 25% of such Consolidated Excess Cash Flow, and (ii)
shall be 2.50:1.00 or less, Company shall not be required to make any prepayment
and/or reduction hereby.

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         (e)      Company shall from time to time prepay first, the Swing Line
Loans, and second, the Revolving Loans to the extent necessary so that the Total
Utilization of Revolving Loan Commitments shall not at any time exceed the
Revolving Loan Commitments then in effect.

         (f)      Concurrently with any prepayment of the Loans and/or reduction
of the Commitments pursuant to Sections 2.13(a) through 2.13(e), Company shall
deliver to Administrative Agent a certificate by its Authorized Officer
demonstrating the calculation of the amount of the applicable net proceeds or
Consolidated Excess Cash Flow, as the case may be, that gave rise to such
prepayment and/or reduction.

         2.14     APPLICATION OF PREPAYMENTS AND REDUCTIONS OF COMMITMENTS. (a)
Any voluntary prepayments made pursuant to Section 2.12 (other than clause (c)
thereof) shall be applied as specified by Company in the applicable notice of
prepayment; provided, in the event Company fails to specify the Loans to which
any such prepayment shall be applied, such prepayment shall be applied first, to
repay outstanding Swing Line Loans to the full extent thereof, second to repay
outstanding Revolving Loans to the full extent thereof, third to prepay
scheduled Installments of the Term Loans for the immediately succeeding
twelve-month period, and fourth, to prepay the Term Loans on a pro rata basis
(in accordance with the respective outstanding principal amounts thereof) and
shall be further applied on a pro rata basis (in accordance with the respective
outstanding principal amounts thereof) to each scheduled installment of
principal of the Term Loans, that is unpaid at the time of such prepayment.

         (b)      Any amount (the "APPLIED AMOUNT") required to be paid pursuant
to Section 2.13 shall be applied first, to prepay scheduled Installments of the
Term Loans for the immediately succeeding twelve-month period, second, to prepay
the Term Loans on a pro rata basis (in accordance with the respective
outstanding principal amounts thereof) and shall be further applied on a pro
rata basis (in accordance with the respective outstanding principal amounts
thereof) to each scheduled installment of principal of the Term Loans, that is
unpaid at the time of such prepayment, third, to the extent of any remaining
portion of the Applied Amount, to prepay the Swing Line Loans to the full extent
thereof and to permanently reduce the Revolving Loan Commitments by the amount
of such prepayment, fourth, to the extent of any remaining portion of the
Applied Amount, to prepay the Revolving Loans to the full extent thereof and to
further permanently reduce the Revolving Loan Commitments by the amount of such
prepayment, fifth, to the extent of any remaining portion of the Applied Amount,
to further permanently reduce the Revolving Loan Commitments to the full extent
thereof, and sixth, to cash-collateralize any Letters of Credit that are
outstanding.

         (c)      Considering each Class of Loans being prepaid separately, any
prepayment thereof shall be applied first to Base Rate Loans to the full extent
thereof before application to Eurodollar Rate Loans, in each case in a manner
which minimizes the amount of any payments required to be made by Company
pursuant to Section 2.18(c); provided, so long as no Event of Default shall have
occurred and then be continuing, Company may elect that the remainder of such
prepayments (after application

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to all Base Rate Loans) be deposited in a cash collateral account and applied
thereafter to prepay any Eurodollar Rate Loans at the earliest expiration of the
Interest Periods applicable thereto. Company hereby grants to Administrative
Agent, for the benefit of such Lenders, a security interest in all amounts in
which Company has any right, title or interest which are from time to time on
deposit in such cash collateral account and expressly waives all rights (which
rights Company hereby acknowledges and agrees are vested exclusively in the
Administrative Agent) to exercise dominion or control over any such amounts.

         2.15     COLLATERAL PROCEEDS; GUARANTY PAYMENTS. (a) Except as
otherwise provided herein, all proceeds received by Collateral Agent in respect
of any sale of, collection from, or other realization upon all or any part of
the Collateral after the occurrence and during the continuance of an Event of
Default, may, in the discretion of Collateral Agent, be held by Collateral Agent
as Collateral for, and/or (then or at any time thereafter) applied in full
or in part by Collateral Agent against, the "SECURED OBLIGATIONS" or
"OBLIGATIONS" (each as defined in the applicable Collateral Documents) in the
following order of priority: first, to the payment of all costs and expenses of
such sale, collection or other realization, including reasonable compensation to
Collateral Agent and its agents and counsel, and all other expenses, liabilities
and advances made or incurred by Collateral Agent in connection therewith, and
all amounts for which Collateral Agent is entitled to indemnification under such
Collateral Documents and hereunder and all advances made by Collateral Agent
thereunder for the account of the applicable Credit Party, and to the payment of
all costs and expenses paid or incurred by Collateral Agent in connection with
the exercise of any right or remedy under such Collateral Document or hereunder,
all in accordance with the terms hereof; second, to the extent of any excess
such proceeds, to the payment of all other such Secured Obligations for the
ratable benefit of the holders thereof; and third, to the extent of any excess
such proceeds, to the payment to or upon the order of such Credit Party or to
whosoever may be lawfully entitled to receive the same or as a court of
competent jurisdiction may direct.

         (b)      All payments received by Administrative Agent under the
Guaranty shall be applied promptly from time to time by Administrative Agent in
the following order of priority: first, to the payment of the costs and expenses
of any collection or other realization under the Guaranty, including reasonable
compensation to Collateral Agent and its agents and counsel, and all expenses,
liabilities and advances made or incurred by Collateral Agent in connection
therewith, all in accordance with the terms of the Guaranty and this Agreement;
second, to the extent of any excess such payments, to the payment of all other
Obligations for the ratable benefit of the holders thereof; and third, to the
extent of any excess such payments, to the payment to the applicable Guarantor
or to whosoever may be lawfully entitled to receive the same or as a court of
competent jurisdiction may direct.

         2.16     GENERAL PROVISIONS REGARDING PAYMENTS. All payments by Company
of principal, interest, fees and other Obligations shall be made in Dollars in
same day funds, without defense, set-off or counterclaim, free of any
restriction or condition, and delivered to Administrative Agent not later than
12:00 noon (New York City time) on the

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date due at the Funding and Payment Office for the account of Lenders; funds
received by Administrative Agent after that time on such due date shall be
deemed to have been paid by Company on the next succeeding Business Day. All
payments in respect of the principal amount of any Loan (other than voluntary
prepayments of Revolving Loans and Swing Line Loans) shall include payment of
accrued interest on the principal amount being repaid or prepaid, and all such
payments (and, in any event, any payments in respect of any Loan on a date when
interest is due and payable with respect to such Loan) shall be applied to the
payment of interest before application to principal. Administrative Agent shall
promptly distribute to each Lender, at its primary address set forth on its
signature page hereto or at such other address as such Lender may request, its
applicable Pro Rata Share of all payments and prepayments of principal and
interest due hereunder, together with all other amounts due thereto, including,
without limitation, all fees payable thereto, received by Administrative Agent.
Notwithstanding the foregoing provisions hereof, if any Conversion/Continuation
Notice is withdrawn as to any Affected Lender or if any Affected Lender makes
Base Rate Loans in lieu of its applicable Pro Rata Share of any Eurodollar Rate
Loans, Administrative Agent shall give effect thereto in apportioning payments
received thereafter. Notwithstanding anything to the contrary herein, payments
of amounts deposited in the collateral account pursuant to Section 2.14(c) shall
be deemed to have been paid by Company on the later of (a) the date such amounts
are so deposited, and (b) if Company elects to apply such amounts in accordance
with Section 2.14(c), the applicable date or dates such amounts are applied to
prepay Eurodollar Rate Loans.

         2.17     RATABLE SHARING. Lenders hereby agree among themselves that if
any of them shall, whether by voluntary payment (other than a voluntary
prepayment of Loans made and applied in accordance with the terms hereof), by
realization upon security, through the exercise of any right of set-off or
banker's lien, by counterclaim or cross action or by the enforcement of any
right under the Credit Documents or otherwise, or as adequate protection of a
deposit treated as cash collateral under the Bankruptcy Code, receive payment or
reduction of a proportion of the aggregate amount of principal, interest,
amounts payable in respect of Letters of Credit, fees and other amounts then due
and owing to such Lender hereunder or under the other Credit Documents
(collectively, the "AGGREGATE AMOUNTS DUE" to such Lender) which is greater than
the proportion received by any other Lender in respect of the Aggregate Amounts
Due to such other Lender, then the Lender receiving such proportionately greater
payment shall (i) notify Administrative Agent and each other Lender of the
receipt of such payment and (ii) apply a portion of such payment to purchase
participations (which it shall be deemed to have purchased from each seller of a
participation simultaneously upon the receipt by such seller of its portion of
such payment) in the Aggregate Amounts Due to the other Lenders so that all such
recoveries of Aggregate Amounts Due shall be shared by all Lenders in proportion
to the Aggregate Amounts Due to them; provided, if all or part of such
proportionately greater payment received by such purchasing Lender is thereafter
recovered from such Lender upon the bankruptcy or reorganization of Company or
otherwise, those purchases shall be rescinded and the purchase prices paid for
such participations shall be returned to such purchasing Lender ratably to the
extent of such recovery, but without interest. Company expressly consents to the
foregoing

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arrangement and agrees that any holder of a participation so purchased may
exercise any and all rights of banker's lien, set-off or counterclaim with
respect to any and all monies owing by Company to that holder with respect
thereto as fully as if that holder were owed the amount of the participation
held by that holder directly by Company.

         2.18     MAKING OR MAINTAINING EURODOLLAR RATE LOANS. (a) In the event
that Administrative Agent shall have reasonably determined (which determination
shall be final and conclusive and binding upon all parties hereto), on any
Interest Rate Determination Date with respect to any Eurodollar Rate Loans, that
by reason of circumstances affecting the London interbank market adequate and
fair means do not exist for ascertaining the interest rate applicable to such
Loans on the basis provided for in the definition of Adjusted Eurodollar Rate,
Administrative Agent shall on such date give notice (by telefacsimile or by
telephone confirmed in writing) to Company and each Lender of such
determination, whereupon (i) no Loans may be made as, or converted to,
Eurodollar Rate Loans until such time as Administrative Agent notifies Company
and Lenders that the circumstances giving rise to such notice no longer exist,
which notice shall be given as soon as reasonably practicable and (ii) any
Funding Notice or Conversion/Continuation Notice given by Company with respect
to the Loans in respect of which such determination was made shall be deemed to
be rescinded by Company without the necessity of paying any amount under Section
2.18(c), and any Funding Notice previously delivered by Company which requested
Eurodollar Rate Loans may be revoked by Company or, failing that, shall be
deemed to be converted into a request(s) for borrowing of Base Rate Loans.

         (b)      In the event that on any date any Lender shall have reasonably
determined (which determination shall be final and conclusive and binding upon
all parties hereto but shall be made only after consultation with Company and
Administrative Agent) that the making, maintaining or continuation of its
Eurodollar Rate Loans (i) has become unlawful as a result of compliance by such
Lender in good faith with any law, treaty, governmental rule, regulation,
guideline or order (or would conflict with any such treaty, governmental rule,
regulation, guideline or order not having the force of law even though the
failure to comply therewith would not be unlawful), or (ii) has become
impracticable, or would cause such Lender material hardship, as a result of
contingencies occurring after the date hereof which materially and adversely
affect the London interbank market or the position of such Lender in that
market, then, and in any such event, such Lender shall be an "AFFECTED LENDER"
and it shall on that day give notice (by telefacsimile or by telephone confirmed
in writing) to Company and Administrative Agent of such determination (which
notice Administrative Agent shall promptly transmit to each other Lender).
Thereafter (1) the obligation of the Affected Lender to make Loans as, or to
convert Loans to, Eurodollar Rate Loans shall be suspended until such notice
shall be withdrawn by the Affected Lender, (2) to the extent such determination
by the Affected Lender relates to a Eurodollar Rate Loan then being requested by
Company pursuant to a Funding Notice or a Conversion/Continuation Notice, the
Affected Lender shall make such Loan as (or convert such Loan to, as the case
may be) a Base Rate Loan, (3) the Affected Lender's obligation to maintain its
outstanding Eurodollar Rate Loans (the "AFFECTED LOANS") shall be terminated at
the earlier to occur of the expiration of the

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Interest Period then in effect with respect to the Affected Loans or when
required by law, and (4) the Affected Loans shall automatically convert into
Base Rate Loans on the date of such termination. Notwithstanding the foregoing,
to the extent a determination by an Affected Lender as described above relates
to a Eurodollar Rate Loan then being requested by Company pursuant to a Funding
Notice or a Conversion/Continuation Notice, Company shall have the option,
subject to the provisions of Section 2.18(c), to rescind such Funding Notice or
Conversion/Continuation Notice as to all Lenders by giving notice (by
telefacsimile or by telephone confirmed in writing) to Administrative Agent of
such rescission on the date on which the Affected Lender gives notice of its
determination as described above (which notice of rescission Administrative
Agent shall promptly transmit to each other Lender). Except as provided in the
immediately preceding sentence, nothing in this Section 2.18(b) shall affect the
obligation of any Lender other than an Affected Lender to make or maintain Loans
as, or to convert Loans to, Eurodollar Rate Loans in accordance with the terms
hereof.

         (c)      Company shall compensate each Lender, upon written request by
such Lender (which request shall set forth the basis for requesting such
amounts), for all reasonable losses, expenses and liabilities (including any
interest paid by such Lender to lenders of funds borrowed by it to make or carry
its Eurodollar Rate Loans and any loss, expense or liability sustained by such
Lender in connection with the liquidation or reemployment of such funds but
excluding (a) any loss solely attributable to the failure to receive the
Applicable Margin on a Eurodollar Rate Loan for any period after (y) the date
specified for such Eurodollar Rate Loan in the case of clause (i) below and (z)
the date such Eurodollar Rate Loans are prepaid or converted in the case of
clause (ii) below) which such Lender may sustain: (i) if for any reason (other
than a default by such Lender) a borrowing of any Eurodollar Rate Loan does not
occur on a date specified therefor in a Funding Notice or a telephonic request
for borrowing, or a conversion to or continuation of any Eurodollar Rate Loan
does not occur on a date specified therefor in a Conversion/Continuation Notice
or a telephonic request for conversion or continuation; (ii) if any prepayment
or other principal payment or any conversion of any of its Eurodollar Rate Loans
occurs on a date prior to the last day of an Interest Period applicable to that
Loan; or (iii) if any prepayment of any of its Eurodollar Rate Loans is not made
on any date specified in a notice of prepayment given by Company and (b) any
loss, expense or liability with respect to Taxes (and any liabilities relating
thereto), the indemnity for which shall be governed solely and exclusively by
Section 2.20.

         (d)      Any Lender may make, carry or transfer Eurodollar Rate Loans
at, to, or for the account of any of its branch offices or the office of an
Affiliate of such Lender. In addition, in the case of each Lender that makes,
carries or transfers any Eurodollar Rate Loan at, to, or for the account of an
office of an Affiliate of such Lender pursuant to this Section 2.18(d), such
Lender: (i) shall keep a register, meeting the requirements of Temporary
Treasury Regulation Section 5f.103-1(c), relating to each such Affiliate of such
Lender, specifying such Affiliate's entitlement to payments of principal and
interest with respect to such Loan, and (ii) shall collect, prior to the time
such Affiliate receives payments, from each such Lender the appropriate forms,
certificates and statements

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described in Section 2.20 (and updated as required by Section 2.20) as if such
Affiliate were a Lender under Section 2.20.

         (e)      Calculation of all amounts payable to a Lender under this
Section 2.18 and under Section 2.19 shall be made as though such Lender had
actually funded each of its relevant Eurodollar Rate Loans through the purchase
of a Eurodollar deposit bearing interest at the rate obtained pursuant to clause
(i) of the definition of Adjusted Eurodollar Rate in an amount equal to the
amount of such Eurodollar Rate Loan and having a maturity comparable to the
relevant Interest Period and through the transfer of such Eurodollar deposit
from an offshore office of such Lender to a domestic office of such Lender in
the United States of America; provided, each Lender may fund each of its
Eurodollar Rate Loans in any manner it sees fit and the foregoing assumptions
shall be utilized only for the purposes of calculating amounts payable under
this Section 2.18 and under Section 2.19.

         2.19     INCREASED COSTS; CAPITAL ADEQUACY. Subject to the provisions
of Section 2.20 (which shall be controlling with respect to the Tax matters), in
the event that any Lender (which term shall include Issuing Bank for purposes of
this Section 2.19) shall reasonably determine (which determination shall, absent
demonstrable error, be final and conclusive and binding upon all parties hereto)
that any law, treaty or governmental rule, regulation or order, or any change
therein or in the interpretation, administration or application thereof
(including the introduction of any new law, treaty or governmental rule,
regulation or order), or any determination of a court or governmental authority,
in each case that becomes effective after the date hereof, or compliance by such
Lender with any guideline, request or directive issued or made after the date
hereof by any central bank or other governmental or quasi-governmental authority
(whether or not having the force of law): (a) imposes, modifies or holds
applicable any reserve (including any marginal, emergency, supplemental, special
or other reserve), special deposit, compulsory loan, FDIC insurance or similar
requirement against assets held by, or deposits or other liabilities in or for
the account of, or advances or loans by, or other credit (including letters of
credit) extended by, or any other acquisition of funds by, any office of such
Lender (other than any such reserve or other requirements with respect to
Eurodollar Rate Loans that are reflected in the definition of Adjusted
Eurodollar Rate); or (b) imposes any other condition (other than with respect to
a Tax matter) on or affecting such Lender (or its applicable lending office) or
its obligations hereunder or the London interbank market; and the result of any
of the foregoing is to increase the cost to such Lender of agreeing to make,
making or maintaining Loans hereunder or to reduce any amount received or
receivable by such Lender (or its applicable lending office) with respect
thereto; then, in any such case, Company shall promptly pay to such Lender, upon
receipt of the statement referred to in the next sentence, such additional
amount or amounts (in the form of an increased rate of, or a different method of
calculating, interest or otherwise as such Lender in its reasonable discretion
shall determine) as may be necessary to compensate such Lender for any such
increased cost or reduction in amounts received or receivable hereunder. Such
Lender shall deliver to Company (with a copy to Administrative Agent) a written
statement, setting forth in reasonable detail the basis for calculating the
additional amounts owed to such Lender under this Section 2.19,

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which statement shall be conclusive and binding upon all parties hereto absent
demonstrable error.

         2.20     TAXES; WITHHOLDING, ETC. (a) All sums payable by any Credit
Party hereunder and the other Credit Documents shall (except to the extent
required by law) be paid free and clear of, and without any deduction or
withholding on account of, any Tax (other than a Tax on the overall net income
of any Lender or any Agent), imposed, levied, collected, withheld or assessed by
or within the United States of America or any political subdivision in or of the
United States of America or any other jurisdiction from or to which a payment is
made by or on behalf of any Credit Party or by any federation or organization of
which the United States of America or any such jurisdiction is a member at the
time of payment.

         (b)      If any Credit Party or any other Person is required by law to
make any deduction or withholding on account of any such Tax from any sum paid
or payable by any Credit Party to Administrative Agent or any Lender under any
of the Credit Documents: (i) Company shall notify Administrative Agent of any
such requirement or any change in any such requirement as soon as Company
becomes aware of it; (ii) Company shall pay any such Tax before the date on
which penalties attach thereto, such payment to be made (if the liability to pay
is imposed on any Credit Party) for its own account or (if that liability is
imposed on Administrative Agent or such Lender, as the case may be) on behalf of
and in the name of Administrative Agent or such Lender; (iii) the sum payable by
such Credit Party in respect of which the relevant deduction, withholding or
payment is required shall be increased to the extent necessary to ensure that,
after the making of that deduction, withholding or payment, Administrative Agent
or such Lender, as the case may be, receives on the due date a net sum equal to
what it would have received had no such deduction, withholding or payment been
required or made; and (iv) within thirty (30) days after paying any sum from
which it is required by law to make any deduction or withholding, and within 30
days after the due date of payment of any Tax which it is required by clause
(ii) above to pay, Company shall deliver to Administrative Agent evidence
reasonably satisfactory to the other affected parties of such deduction,
withholding or payment and of the remittance thereof to the relevant taxing or
other authority; provided, no such additional amount shall be required to be
paid to any Lender or any Agent under clause (iii) above with respect to any
deductions or withholding applicable as of the date hereof (in the case of each
Lender and each Agent listed on the signature pages hereof) or the effective
date of the Assignment Agreement pursuant to which such Lender became a Lender
or the date on which a successor Lender becomes a Lender, or the date a
successor Agent becomes an Agent (in the case of each other Lender or Agent) in
respect of payments to such Lender or such Agent.

         (c)      Each Lender and each Agent that is not a United States Person
(as such term is defined in Section 7701(a)(30) of the Internal Revenue Code)
for U.S. federal income tax purposes (a "Non-US Lender") shall deliver to
Administrative Agent for transmission to Company, on or prior to the Closing
Date (in the case of each Lender and each Agent listed on the signature pages
hereof on the Closing Date) or on or prior to the

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date of the Assignment Agreement pursuant to which it becomes a Lender or on or
prior to the date a successor Lender becomes a Lender or on or prior to the date
a successor Agent becomes an Agent (in the case of each other Lender and each
Agent): (i) two original copies of Internal Revenue Service Form W-8BEN or
W-8ECI (or any successor forms), properly completed and duly executed by such
Non-U.S. Lender, and such other documentation required under the Internal
Revenue Code to establish that such Non-U.S. Lender is not subject to deduction
or withholding of United States federal income tax with respect to any payments
to such Non-U.S. Lender of principal, interest, fees or other amounts payable
under any of the Credit Documents, or (ii) if such Non-U.S. Lender is not a
"bank" or other Person described in Section 881(c)(3) of the Internal Revenue
Code and cannot deliver either Internal Revenue Service Form W-8BEN or W-8ECI
pursuant to clause (i) above, a Certificate re Non-Bank Status together with two
original copies of Internal Revenue Service Form W-8BEN (or any successor form),
properly completed and duly executed by such Non-U.S. Lender, and such other
documentation required under the Internal Revenue Code to establish that such
Non-U.S. Lender is not subject to deduction or withholding of United States
federal income tax with respect to any payments to such Non-U.S. Lender of
interest payable under any of the Credit Documents. Each Non-U.S. Lender
required to deliver any forms, certificates or other evidence with respect to
United States federal income tax withholding matters pursuant to this Section
2.20(c) hereby agrees, from time to time after the initial delivery by such
Non-U.S. Lender of such forms, certificates or other evidence to promptly
deliver to Administrative Agent for transmission to Company two new original
copies of Internal Revenue Service Form W-8BEN or W-8ECI, or a Certificate re
Non-Bank Status and two original copies of Internal Revenue Service Form W-8BEN
(or successor forms or certificates as shall be adopted from time to time by the
relevant United States taxing authority), as the case may be, properly completed
and duly executed by such Non-U.S. Lender, and such other documentation required
under the Internal Revenue Code to confirm or establish that such Non-U.S.
Lender is not subject to deduction or withholding of United States federal
income tax with respect to payments to such Non-U.S. Lender under the Credit
Documents, (i) on or before the date that any such previously provided forms,
certificates or evidence expires or becomes inaccurate, (ii) whenever a lapse in
time or change in circumstances renders such previously provided forms,
certificates or other evidence obsolete or inaccurate and (iii) from time to
time thereafter if reasonably requested by Company or Administrative Agent, or
to notify Administrative Agent and Company of its inability to deliver any such
forms, certificates or other evidence. Company and each other Credit Party shall
not be required to pay any additional amount to any Non-US Lender under Section
2.20(b)(iii) if such Non-U.S. Lender shall have (x) failed to deliver the forms,
certificates or other evidence referred to in this Section 2.20(c), or (y)
notified Administrative Agent and Company of its inability to deliver any such
forms, certificates or other evidence, as the case may be; provided, if such
Non-U.S. Lender shall have satisfied the requirements of the first sentence of
this Section 2.20(c) on the Closing Date or on the date of the Assignment
Agreement or the date of succession pursuant to which it became a Lender or an
Agent, as applicable, nothing in this last sentence of Section 2.20(c) shall
relieve Company and each other Credit Party of its obligation to pay any
additional amounts pursuant to this Section 2.20 in the event that, as a result
of any change in any applicable law, treaty or governmental rule, regulation or

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order, or any change in the interpretation, administration or application
thereof, such Non-U.S. Lender is no longer properly entitled to deliver forms,
certificates or other evidence at a subsequent date establishing the fact that
such Non-U.S. Lender is not subject to withholding as described herein.

         (d)      Each Lender and each Agent that is not a Non-US Lender (a "US
LENDER") shall deliver to Administrative Agent and Company two original copies
of Internal Revenue Service Form W-9 properly completed and duly executed by
such US Lender on or prior to the Closing Date (or on or prior to the date it
becomes a party to this Agreement), certifying that such US Lender is entitled
to an exemption from United States backup withholding tax, or any successor
form. Each US Lender required to deliver any forms, certificates or other
evidence with respect to United States backup withholding tax matters pursuant
to this Section 2.20(d) hereby agrees, from time to time after the initial
delivery by such US Lender of such forms, certificates or other evidence, that
such US Lender shall promptly deliver to Administrative Agent for transmission
to Company two new original copies of Internal Revenue Service Form W-9,
properly completed and duly executed by such US Lender, together with any other
certificate or statement of exemption required in order to confirm or establish
that such US Lender is exempt from United States backup withholding tax with
respect to payments to such US Lender under any of the Credit Documents (i) on
or before the date that any such previously provided forms, certificates or
other evidence expires or becomes obsolete, (ii) whenever a lapse in time or
change in circumstances render such previously provided forms, certificates or
other evidence obsolete or inaccurate, and (iii) from time to time thereafter if
reasonably requested by Company or Administrative Agent, or shall notify
Administrative Agent and Company of its inability to deliver any such forms,
certificates or other evidence. Company and each other Credit Party shall not be
required to pay any additional amount to any US Lender under Section
2.20(b)(iii) to the extent deduction or withholding is a result of such US
Lender's failure to provide an Internal Revenue Service Form W-9 establishing
that such US Lender is exempt from United States backup withholding tax;
provided, if such US Lender shall have satisfied the requirements of this
Section 2.20(d) on the Closing Date or on the date of the Assignment Agreement
or on the date of the succession pursuant to which it became a Lender or an
Agent, as applicable, nothing in this last sentence of Section 2.20(d) shall
relieve Company and each other Credit Party of its obligation to pay any
additional amounts otherwise payable pursuant to Section 2.20(b)(iii) in the
event that, as a result of any change in any applicable law, treaty or
governmental rule, regulation or order, or any change in the interpretation,
administration or application thereof, such US Lender is no longer properly
entitled to deliver forms, certificates or other evidence at a subsequent date
establishing the fact that such US Lender is not subject to United States backup
withholding tax as described herein. If such US Lender fails to deliver such
forms, then Company may withhold from any payment to such US Lender an amount
equal to the applicable backup withholding tax imposed by the Internal Revenue
Code.

         (e)      If any Lender or any Agent determines that it has received a
refund in respect of any Taxes as to which additional amounts have been paid to
it by Company pursuant to Section 2.20(b)(iii), it shall promptly remit such
refund (including any

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interest included in such refund) to Company, net of all out-of-pocket expenses
of such Lender or such Agent, as the case may be; provided however, that
Company, upon request of such Lender or such Agent, as the case may be, agrees
to promptly return such refund to such party in the event such party is required
to repay such refund to the relevant taxing authority. Such Lender or such
Agent, as the case may be, shall, at Company's request, provide Company with a
copy of any notice of assessment or other evidence of the requirement to repay
such refund received from the relevant taxing authority (provided that such
Lender or such Agent, as the case may be, may delete any information therein
that such Lender or such Agent, as the case may be, deems confidential).

         (f)      For purposes of this Section 2.20, the term "Lender" shall
include Issuing Bank.

         2.21     CAPITAL ADEQUACY ADJUSTMENT. If any Lender (which term shall
include Issuing Bank for purposes of this Section 2.21) shall have determined
that the adoption, effectiveness, phase-in or applicability after the date
hereof of any law, rule or regulation (or any provision thereof) regarding
capital adequacy, or any change therein or in the interpretation or
administration thereof by any governmental authority, central bank or comparable
agency charged with the interpretation or administration thereof, or compliance
by any Lender (or its applicable lending office) with any guideline, request or
directive regarding capital adequacy (whether or not having the force of law) of
any such governmental authority, central bank or comparable agency, has or would
have the effect of reducing the rate of return on the capital of such Lender or
any corporation controlling such Lender as a consequence of, or with reference
to, such Lender's Loans or Commitments or Letters of Credit or participations
therein or other obligations hereunder with respect to the Loans or the Letters
of Credit to a level below that which such Lender or such controlling
corporation could have achieved but for such adoption, effectiveness, phase-in,
applicability, change or compliance (taking into consideration the policies of
such Lender or such controlling corporation with regard to capital adequacy),
then from time to time, within five (5) Business Days after receipt by Company
from such Lender of the statement referred to in the next sentence, Company
shall pay to such Lender such additional amount or amounts as will compensate
such Lender or such controlling corporation on an after-tax basis for such
reduction. Such Lender shall deliver to Company (with a copy to Administrative
Agent) a written statement, setting forth in reasonable detail the basis of the
calculation of such additional amounts, which statement shall be conclusive and
binding upon all parties hereto absent demonstrable error.

         2.22     OBLIGATION TO MITIGATE. Each Lender (which term shall include
Issuing Bank for purposes of this Section 2.22) agrees that, as promptly as
practicable after the officer of such Lender responsible for administering its
Loans or Letters of Credit, as the case may be, becomes aware of the occurrence
of an event or the existence of a condition that would cause such Lender to
become an Affected Lender or that would entitle such Lender to receive payments
under Section 2.19, 2.20 or 2.21, it will, to the extent not inconsistent with
the internal policies of such Lender and any applicable legal or regulatory
restrictions, use reasonable efforts (i) to make, issue, fund or maintain its

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Credit Extensions, including any Affected Loans, through another office of such
Lender, or (ii) take such other measures as such Lender may deem reasonable, if
as a result thereof the circumstances which would cause such Lender to be an
Affected Lender would cease to exist or the additional amounts which would
otherwise be required to be paid to such Lender pursuant to Section 2.19, 2.20
or 2.21 would be materially reduced and if, as determined by such Lender in its
sole discretion, the making, issuing, funding or maintaining of such
Commitments, Loans or Letters of Credit through such other office or in
accordance with such other measures, as the case may be, would not otherwise
materially adversely affect such Commitments, Loans or Letters of Credit or the
interests of such Lender; provided, such Lender will not be obligated to utilize
such other office pursuant to this Section 2.22 unless Company agrees to pay all
incremental expenses incurred by such Lender as a result of utilizing such other
office as described in clause (i) above. A certificate as to the amount of any
such expenses payable by Company pursuant to this Section 2.22 (setting forth in
reasonable detail the basis for requesting such amount) submitted by such Lender
to Company (with a copy to Administrative Agent) shall be conclusive absent
demonstrable error. With respect to any Lender's claim for compensation under
Sections 2.19, 2.20 or 2.21, Company shall not be required to compensate such
Lender for any amount incurred more than ninety (90) days prior to the date that
such Lender becomes aware of the event that gives rise to such claim.

         2.23     DEFAULTING LENDERS. Anything contained herein to the contrary
notwithstanding, in the event that any Lender (a "DEFAULTING LENDER") defaults
(a "FUNDING DEFAULT") in its obligation to fund any Revolving Loan (a "DEFAULTED
REVOLVING LOAN") as a result of the appointment of a receiver or conservator
with respect to such Lender at the direction or request of any regulatory agency
or authority, then (a) during any Default Period with respect to such Defaulting
Lender, such Defaulting Lender shall be deemed not to be a "Lender" for purposes
of voting on any matters (including the granting of any consents or waivers)
with respect to any of the Credit Documents; (b) to the extent permitted by
applicable law, until such time as the Default Excess with respect to such
Defaulting Lender shall have been reduced to zero, (i) any voluntary prepayment
of the Revolving Loans shall, if Company so directs at the time of making such
voluntary prepayment, be applied to the Revolving Loans of other Lenders as if
such Defaulting Lender had no Revolving Loans outstanding and the Revolving
Credit Exposure of such Defaulting Lender were zero, and (ii) any mandatory
prepayment of the Revolving Loans shall, if Company so directs at the time of
making such mandatory prepayment, be applied to the Revolving Loans of other
Lenders (but not to the Revolving Loans of such Defaulting Lender) as if such
Defaulting Lender had funded all Defaulted Revolving Loans of such Defaulting
Lender, it being understood and agreed that Company shall be entitled to retain
any portion of any mandatory prepayment of the Revolving Loans that is not paid
to such Defaulting Lender solely as a result of the operation of the provisions
of this clause (b); (c) such Defaulting Lender's Revolving Loan Commitment and
outstanding Revolving Loans and such Defaulting Lender's applicable Pro Rata
Share of the Letter of Credit Usage shall be excluded for purposes of
calculating the commitment fee payable to Lenders pursuant to Section 2.10 in
respect of any day during any Default Period with respect to such Defaulting
Lender,

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and such Defaulting Lender shall not be entitled to receive any commitment fee
pursuant to Section 2.10 with respect to such Defaulting Lender's Commitment in
respect of any Default Period with respect to such Defaulting Lender; and (d)
the Total Utilization of Revolving Loan Commitments as at any date of
determination shall be calculated as if such Defaulting Lender had funded all
Defaulted Revolving Loans of such Defaulting Lender. No Revolving Loan
Commitment of any Lender shall be increased or otherwise affected, and, except
as otherwise expressly provided in this Section 2.23, performance by Company of
its obligations hereunder and the other Credit Documents shall not be excused or
otherwise modified as a result of any Funding Default or the operation of this
Section 2.23. The rights and remedies against a Defaulting Lender under this
Section 2.23 are in addition to other rights and remedies which Company may have
against such Defaulting Lender with respect to any Funding Default and which
Administrative Agent or any Lender may have against such Defaulting Lender with
respect to any Funding Default.

         2.24     REMOVAL OR REPLACEMENT OF A LENDER. Anything contained herein
to the contrary notwithstanding, in the event that: (a) any Lender (an
"INCREASED-COST LENDER") shall give notice to Company that such Lender is an
Affected Lender or that such Lender is entitled to receive payments under
Section 2.19, Section 2.20 or Section 2.21, the circumstances which have caused
such Lender to be an Affected Lender or which entitle such Lender to receive
such payments shall remain in effect, and such Lender shall fail to withdraw
such notice within five (5) Business Days after Company's request for such
withdrawal; or (b) any Lender shall become a Defaulting Lender, the Default
Period for such Defaulting Lender shall remain in effect, and such Defaulting
Lender shall fail to cure the default as a result of which it has become a
Defaulting Lender within five (5) Business Days after Company's request that it
cure such default; or (c) in connection with any proposed amendment,
modification, termination, waiver or consent with respect to any of the
provisions hereof as contemplated by Section 10.5(b) or Section 10.5(c), the
consent of Requisite Lenders shall have been obtained but the consent of one or
more of such other Lenders (each a "NON-CONSENTING LENDER") whose consent is
required shall not have been obtained; then, with respect to each such
Increased-Cost Lender, Defaulting Lender or Non-Consenting Lender (the
"TERMINATED LENDER"), Company may, by giving written notice to Administrative
Agent and any Terminated Lender of its election to do so: (i) (1) elect to
terminate the Commitment, if any, of such Terminated Lender upon receipt by such
Terminated Lender of such notice, and (2) prepay on the date of such termination
any outstanding Loans made by such Terminated Lender, together with accrued and
unpaid interest thereon and any other amounts payable to such Terminated Lender
hereunder pursuant to Section 2.18(c), 2.19, 2.20 or 2.21 or otherwise; or (ii)
elect to cause such Terminated Lender (and such Terminated Lender hereby
irrevocably agrees) to assign its outstanding Loans and its Commitment, if any,
in full to one or more Eligible Assignees (each a "REPLACEMENT LENDER") in
accordance with the provisions of Section 10.6 (and no processing or recordation
fee shall be payable under Section 10.6); provided, (1) on the date of such
assignment, Company shall pay any amounts payable to such Terminated Lender
pursuant to Section 2.18(c), 2.19, 2.20 or 2.21 or otherwise as if it were a
prepayment and (2) in the event such Terminated Lender is a Non-Consenting
Lender, each Replacement

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Lender shall consent, at the time of such assignment, to each matter in respect
of which such Terminated Lender was a Non-Consenting Lender; provided, (A)
Company may not make either of such elections with respect to any Terminated
Lender that is also Issuing Bank unless, prior to the effectiveness of such
election arrangements satisfactory to such Issuing Bank (including the
furnishing of a back-up standby letter of credit in form and substance, and
issued by an issuer reasonably satisfactory to such Issuing Bank or the
depositing of cash collateral into a cash collateral account in amounts and
pursuant to arrangements reasonably satisfactory to such Issuing Bank) have been
made with respect to each outstanding Letter of Credit issued by such Issuing
Bank (or such outstanding Letter of Credit has been cancelled) and (B) the
Lender that acts as the Administrative Agent may not be replaced hereunder
except in accordance with the terms of Section 9.7(a). Upon the prepayment of
all amounts owing to any Terminated Lender and the termination of such
Terminated Lender's Commitment, if any, (a) the definition of "Commitments"
shall be deemed modified to reflect any corresponding changes in the
Commitments, and (b) such Terminated Lender shall no longer constitute a
"Lender" for purposes hereof; provided, any rights of such Terminated Lender to
indemnification hereunder shall survive as to such Terminated Lender.

         2.25     INCREMENTAL FACILITIES.

         (a)      Company may by written notice to GSCP elect to request (A)
prior to the Revolving Commitment Termination Date, an increase to the existing
Revolving Loan Commitments (any such increase, the "NEW REVOLVING LOAN
COMMITMENTS") and/or (B) the establishment of one or more new term loan
commitments (the "NEW TERM LOAN COMMITMENTS"), by an amount not in excess of
$100,000,000 in the aggregate and not less than $5,000,000 individually (or such
lesser amount which shall be approved by Administrative Agent and GSCP or such
lesser amount that shall constitute the difference between $100,000,000 and all
such New Revolving Loan Commitments and New Term Loan Commitments obtained prior
to such date), and integral multiples of $5,000,000 in excess of that amount.
Each such notice shall specify (A) the date (each, an "INCREASED AMOUNT DATE")
on which Company proposes that the New Revolving Loan Commitments or New Term
Loan Commitments, as applicable, shall be effective, which shall be a date not
less than (ten) 10 Business Days after the date on which such notice is
delivered to GSCP and (B) the identity of each Lender or other Person that is an
Eligible Assignee (each, a "New REVOLVING LOAN LENDER" or "New TERM LOAN
LENDER", as applicable) to whom Company proposes any portion of such New
Revolving Loan Commitments or New Term Loan Commitments, as applicable, be
allocated and the amounts of such allocations; provided that any Lender
approached to provide all or a portion of the New Revolving Loan Commitments or
New Term Loan Commitments may elect or decline, in its sole discretion, to
provide a New Revolving Loan Commitment or a New Term Loan Commitment. Such New
Revolving Loan Commitments or New Term Loan Commitments shall become effective,
as of such Increased Amount Date; provided that (1) no Default or Event of
Default shall exist on such Increased Amount Date before or after giving effect
to such New Revolving Loan Commitments or New Term Loan Commitments, as
applicable; (2) both before and after giving effect to the making of any New
Revolving Loan or Series of New Term Loans,

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each of the conditions set forth in Section 3.2 shall be satisfied; (3) Company
and its Subsidiaries shall be in compliance with each of the covenants set forth
in Section 6.6 on a Pro Forma Basis as of the last day of the most recently
ended Fiscal Quarter after giving effect to any Loans made pursuant to such New
Revolving Loan Commitments on the Increased Amount Date or New Term Loan
Commitments, as applicable and after giving effect to use of proceeds thereof;
(4) the Leverage Ratio on a Pro Forma Basis as of the last day of the most
recently ended Fiscal Quarter after giving effect to any Loans made pursuant to
such New Revolving Loan Commitments on the Increased Amount Date or New Term
Loan Commitments, as applicable and after giving effect to use of proceeds
thereof, shall be the Leverage Ratio as set forth for such Fiscal Quarter in
Section 6.6(b) minus 0.25; (5) the New Revolving Loan Commitments or New Term
Loan Commitments, as applicable, shall be effected pursuant to one or more
Joinder Agreements executed and delivered by Company, and GSCP, Administrative
Agent, each of which shall be recorded in the Register and shall be subject to
the requirements set forth in Section 2.20(c) and Section 2.20(d); (6) Company
shall make any payments required pursuant to Section 2.18(c) in connection with
the New Revolving Loan Commitments or New Term Loan Commitments, as applicable;
and (7) Company shall deliver or cause to be delivered any legal opinions or
other documents reasonably requested by Administrative Agent in connection with
any such transaction. Any New Term Loans made on an Increased Amount Date shall
be designated, a separate series (a "SERIES") of New Term Loans for all purposes
of this Agreement.

         (b)      On any Increased Amount Date on which New Revolving Loan
Commitments are effected, subject to the satisfaction of the foregoing terms and
conditions, (a) each of the Revolving Lenders shall assign to each of the New
Revolving Loan Lenders, and each of the New Revolving Loan Lenders shall
purchase from each of the Revolving Loan Lenders, at the principal amount
thereof (together with accrued interest), such interests in the Revolving Loans
outstanding on such Increased Amount Date as shall be necessary in order that,
after giving effect to all such assignments and purchases, such Revolving Loans
will be held by existing Revolving Loan Lenders and New Revolving Loan Lenders
ratably in accordance with their Revolving Loan Commitments after giving effect
to the addition of such New Revolving Loan Commitments to the Revolving Loan
Commitments, (b) each New Revolving Loan Commitment shall be deemed for all
purposes a Revolving Loan Commitment and each Loan made thereunder (a "NEW
REVOLVING LOAN") shall be deemed, for all purposes, a Revolving Loan and (c)
each New Revolving Loan Lender shall become a Lender with respect to the New
Revolving Loan Commitment and all matters relating thereto.

         (c)      On any Increased Amount Date on which any New Term Loan
Commitments of any Series are effective, subject to the satisfaction of the
foregoing terms and conditions, (i) each New Term Loan Lender of any Series
shall make a Loan to Company (a "NEW TERM LOAN") in an amount equal to its New
Term Loan Commitment of such Series, and (ii) each New Term Loan Lender of any
Series shall become a Lender hereunder with respect to the New Term Loan
Commitment of such Series and the New Term Loans of such Series made pursuant
thereto.

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         (d)      Administrative Agent shall notify Lenders promptly upon
receipt of Company's notice of each Increased Amount Date and in respect thereof
(y) the New Revolving Loan Commitments and the New Revolving Loan Lenders or the
Series of New Term Loan Commitments and the New Term Loan Lenders of such
Series, as applicable, and (z) in the case of each notice to any Revolving Loan
Lender, the respective interests in such Revolving Loan Lender's Revolving
Loans, in each case subject to the assignments contemplated by this Section
2.25.

         (e)      The terms and provisions of the New Term Loans and New Term
Loan Commitments of any Series shall be, except as otherwise set forth herein or
in the Joinder Agreement, identical to the Tranche B Term Loans. The terms and
provisions of the New Revolving Loans shall be identical to the Revolving Loans.
In any event (i) the weighted average life to maturity of all New Term Loans of
any Series shall be no shorter than the weighted average life to maturity of the
Tranche B Terms Loans, (ii) the applicable New Term Loan Maturity Date of each
Series shall be no shorter than the final maturity of the Tranche B Term Loans
and (iii) the interest rate margins applicable to the New Term Loans of each
Series shall be determined by Company and the applicable new Lenders and shall
be set forth in each applicable Joinder Agreement; provided however that the
interest rate applicable to the New Term Loans shall not be greater than the
highest interest rate that may, under any circumstances, be payable with respect
to Tranche B Term Loans plus 0.50% per annum unless the interest rate with
respect to the Tranche B Term Loan is increased so as to be equal to or be 0.50%
per annum lower than, the interest rate applicable to the New Term Loans.

SECTION 3. CONDITIONS PRECEDENT

         3.1      CLOSING DATE. The obligations of Lenders to make any Credit
Extension to be made on the Closing Date are subject to the satisfaction, or
waiver in accordance with Section 10.5, of the following conditions on or before
the Closing Date:

         (a)      CREDIT DOCUMENTS. Administrative Agent shall have received
sufficient copies of each Credit Document, executed and delivered by each
applicable Credit Party, for each Lender and its counsel.

         (b)      ORGANIZATIONAL DOCUMENTS, ETC. Administrative Agent shall have
received a copy of each of the following documents, originally executed (where
applicable) and delivered by each Credit Party, as applicable: (i) certified
copies of the Certificate or Articles of Incorporation (or equivalent charter
document) of such Person, together with a good standing certificate from the
Secretary of State of its jurisdiction of incorporation or formation, as
applicable and, to the extent generally available, a certificate or other
evidence of good standing as to payment of any applicable franchise or similar
taxes from the appropriate taxing authority of each such jurisdiction, each
dated the Closing Date or a recent date prior thereto; (ii) copies of the Bylaws
(or equivalent operative agreement) of such Person, certified as of the Closing
Date by such Person's corporate secretary or an assistant secretary; (iii)
resolutions of the Board of Directors (or similar governing body) of such Person
approving and authorizing the

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execution, delivery and performance of the Credit Documents to which it is a
party, certified as of the Closing Date by the corporate secretary or an
assistant secretary of such Person as being in full force and effect without
modification or amendment; and (iv) signature and incumbency certificates of the
officers of such Person executing the Credit Documents to which it is a party,
dated the Closing Date.

         (c)      GOVERNMENTAL AUTHORIZATIONS AND CONSENTS. Each Credit Party
shall have obtained all material Governmental Authorizations and all material
consents of other Persons, in each case that are necessary in connection with
the transactions contemplated by the Credit Documents and each of the foregoing
shall be in full force and effect. No action, request for stay, petition for
review or rehearing, reconsideration, or appeal with respect to any of the
foregoing shall be pending, and the time for any applicable agency to take
action to set a side its consent on its own motion shall have expired.

         (d)      PERSONAL PROPERTY COLLATERAL. In order to create in favor of
Collateral Agent, for the benefit of Secured Parties, a valid, perfected First
Priority security interest in the personal property Collateral, Collateral Agent
shall have received:

                  (i)      evidence reasonably satisfactory to Collateral Agent
         of the compliance by each Credit Party of its obligations under the
         Pledge and Security Agreement and the other Collateral Documents
         (including, without limitation, their obligations to execute and
         deliver UCC financing statements, originals of securities, instruments,
         chattel paper and intercompany notes evidencing Indebtedness permitted
         to be incurred pursuant to Section 6.1);

                  (ii)     a completed Collateral Questionnaire dated the
         Closing Date and executed by an Authorized Officer of each Credit
         Party, together with all attachments contemplated thereby, including
         (A) the results of a recent search of all effective UCC financing
         statements (or equivalent filings) made with respect to any personal or
         mixed property of any Credit Party in the jurisdictions specified in
         the Collateral Questionnaire, together with copies of all such filings
         disclosed by such search, and (B) UCC termination statements (or
         similar documents) duly executed by all applicable Persons for filing
         in all applicable jurisdictions as may be necessary to terminate any
         effective UCC financing statements (or equivalent filings) disclosed in
         such search (other than any such financing statements in respect of
         Permitted Liens); and

                  (iii)    customary opinions of counsel (which counsel shall be
         reasonably satisfactory to Collateral Agent) with respect to the
         creation and perfection of the security interests in favor of
         Collateral Agent in such Collateral and such other matters governed by
         the laws of each jurisdiction in which any Credit Party is located as
         Collateral Agent may reasonably request, in each case in form and
         substance reasonably satisfactory to Collateral Agent.

         (e)      MORTGAGES; CLOSING DATE MORTGAGE POLICIES. Without limiting
the generality of the foregoing Section 3.1(d), the Collateral Agent shall have
received:

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                  (i)      Closing Date Mortgages. Fully executed and notarized
         Mortgages in proper form for recording in all appropriate places in all
         applicable jurisdictions, encumbering each Real Property Asset listed
         on Schedule 3.1(e) annexed hereto (each a "CLOSING DATE MORTGAGED
         PROPERTY");

                  (ii)     Opinions of Local Counsel. An opinion of counsel
         (which counsel shall be reasonably satisfactory to Collateral Agent and
         Co-Syndication Agents) with respect to the enforceability of the form
         of Mortgage to be recorded in such state, in form and substance
         reasonably satisfactory to Collateral Agent and Co-Syndication Agents;

                  (iii)    Title Insurance. (a) ALTA mortgagee title insurance
         policies (or the equivalent or other form available in the applicable
         jurisdiction) or unconditional commitments therefor (each a "CLOSING
         DATE MORTGAGE POLICY") issued by the Title Company with respect to each
         Closing Date Mortgaged Property listed on Schedule 3.1(e) annexed
         hereto, in an amount reasonably satisfactory to the Collateral Agent,
         insuring Collateral Agent against loss or damage due to title to such
         Closing Date Mortgaged Property being vested in a Person other than
         such Credit Party and assuring Collateral Agent that such Mortgage
         creates a valid and enforceable First Priority Lien on such Closing
         Date Mortgaged Property encumbered thereby, subject only to the
         standard exceptions, which Closing Date Mortgage Policy (A) shall
         include an endorsement for mechanics' liens, for future advances under
         this Agreement and for any other matters reasonably requested by the
         Collateral Agent and (B) shall provide evidence reasonably satisfactory
         to the Collateral Agent that such Credit Party has paid to the Title
         Company or to the appropriate governmental authorities all expenses and
         premiums of the Title Company in connection with the issuance of the
         Closing Date Mortgage Policies, if any, and all recording and stamp
         taxes (including mortgage recording and intangible taxes) payable in
         connection with recording the Mortgages in the appropriate real estate
         records, if any;

                  (iv)     Copies of Documents Relating to Title Exceptions.
         Copies of all recorded documents listed as exceptions to title or
         otherwise referred to in the Closing Date Mortgage Policies or title
         reports delivered pursuant to clause (iv) above; and

                  (v)      Matters Relating to Flood Hazard Properties. (a)
         Evidence, which may be in the form of a certificate from an insurance
         broker or a municipal engineer, as to (1) whether any Closing Date
         Mortgaged Property is a Flood Hazard Property and (2) if so, whether
         the community in which such Flood Hazard Property is located is
         participating in the National Flood Insurance Program, (b) if any
         Closing Date Mortgaged Property is a Flood Hazard Property, such Credit
         Party's written acknowledgement of receipt of written notification from
         Administrative Agent (1) that such Closing Date Mortgaged Property is a
         Flood Hazard Property and (2) as to whether the community in which such
         Flood Hazard Property is located is participating in the National Flood
         Insurance

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         Program, and (c) in the event any Closing Date Mortgaged Property is a
         Flood Hazard Property that is located in a community that participates
         in the National Flood Insurance Program, evidence that Company has
         obtained flood insurance in respect of such Flood Hazard Property to
         the extent required under the applicable regulations of the Board of
         Governors of the Federal Reserve System.

         (f)      FINANCIAL STATEMENTS. Lenders shall have received from Company
the Historical Financial Statements, prepared in accordance with GAAP.

         (g)      EVIDENCE OF INSURANCE. Collateral Agent shall have received a
certificate from Company's insurance broker or other evidence reasonably
satisfactory to them that all insurance required to be maintained pursuant to
Section 5.5 is in full force and effect and that Collateral Agent on behalf of
the Secured Parties has been named as additional insured and/or loss payee
thereunder to the extent required under Section 5.5.

         (h)      OPINIONS OF COUNSEL TO CREDIT PARTIES. Lenders shall have
received executed copies of the favorable written opinion of Weil, Gotshal &
Manges LLP, in the form of Exhibit D-l and as to such other matters as Agents
may reasonably request, and otherwise in form and substance reasonably
satisfactory to Agents and Skadden, Arps, Slate, Meagher & Flom LLP, dated as of
the Closing Date.

         (i)      OPINIONS OF AGENT'S COUNSEL. Lenders shall have received
executed copies of one or more favorable written opinions of Skadden, Arps,
Slate, Meagher & Flom LLP, counsel to the Agents, dated as of the Closing Date,
in the form of Exhibit D-2 and otherwise in form and substance reasonably
satisfactory to Agents.

         (j)      FEES. Company shall have paid to Administrative Agent, for
distribution (as appropriate) to Agents and Lenders, the fees payable on the
Closing Date referred to in Section 2.10(c).

         (k)      EXISTING INDEBTEDNESS, RELATED LIENS AND LETTERS OF CREDIT.
(i) On the Closing Date, Company and its Subsidiaries shall have (w) repaid (or
satisfied and discharged as described in clause (ii) below) in full all
Indebtedness of Holdings and its Subsidiaries other than the Indebtedness set
forth on Schedule 6.1 annexed hereto or otherwise permitted pursuant to Section
6.1, (x) terminated any commitments to lend or make other extensions of credit
thereunder, (y) delivered to Administrative Agent all documents or instruments
necessary to release all Liens securing such repaid Indebtedness or other
obligations of Holdings and its Subsidiaries thereunder, and (z) made
arrangements reasonably satisfactory to Administrative Agent to issue Letters of
Credit to support the obligations of Holdings and its Subsidiaries with respect
to any letters of credit outstanding under such repaid Indebtedness and
described on Schedule 6.1.

                  (ii)     On or before the Closing Date, (w) all conditions to
         payment with respect to Existing Notes tendered pursuant to the Tender
         Offer set forth in the Tender Offer Documents shall have been satisfied
         or the fulfillment of any such conditions shall have been waived with
         the consent of the Agents; (x) no less

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         than 50% of outstanding Existing Notes shall have been retired or shall
         have been tendered for retirement pursuant to the terms of the Tender
         Offer Documents; (y) each holder of the Existing Notes who has tendered
         shall also have delivered the consent necessary to amend those
         covenants set forth in Section 4 of the Existing Indenture (as more
         fully described in the Tender Offer Documents) and such amendments
         shall have become effective; and (z) the Tender Offer shall have become
         effective in accordance with the terms of the Tender Offer Documents
         and related documents. Company shall deliver to the Agents copies of
         all documents, agreements, opinions and certificates executed in
         connection with the Tender Offer.

         (i)      CORPORATE STRUCTURE, ETC. Set forth on Schedule 4.1 is the
corporate organizational structure of Holdings and its Subsidiaries, after
giving effect to the Acquisition and the Mergers.

         (m)      ISSUANCE OF SENIOR SUBORDINATED NOTES. On or before the
Closing Date:

                  (i)      Company shall have received the gross proceeds from
         the issuance of the Senior Subordinated Notes in an aggregate amount in
         cash of not less than $200,000,000;

                  (ii)     Company shall have delivered to Administrative Agent
         complete, correct and conformed copies of the Senior Subordinated Note
         Documents which shall include terms reasonable and customary for loans
         and securities of such type, as mutually agreed upon between Sponsor
         and the Agents; and

                  (iii)    The proceeds of Senior Subordinated Notes have been
         irrevocably committed, simultaneously with the application of the
         proceeds of the Tranche B Term Loans and the portion of the Revolving
         Loans to be made on the Closing Date, to the payment of a portion of
         the Acquisition Financing Requirements.

         (n)      ISSUANCE OF SENIOR UNSECURED TERM LOANS. On or before the
Closing Date:

                  (i)      Company shall have received the gross proceeds from
         the issuance of the Senior Unsecured Term Loans in an aggregate amount
         in cash of not less than $140,000,000;

                  (ii)     Company shall have delivered to Administrative Agent
         complete, correct and conformed copies of the Senior Unsecured Term
         Loan Agreement which shall include terms reasonable and customary for
         loans of such type, as mutually agreed upon between Sponsor and the
         Agents; and

                  (iii)    The proceeds of Senior Unsecured Term Loans have been
         irrevocably committed, simultaneously with the application of the
         proceeds of the

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         Tranche B Term Loans and the portion of the Revolving Loans to be made
         on the Closing Date, to the payment of a portion of the Acquisition
         Financing Requirements.

         (o)      EQUITY FINANCING. On or before the Closing Date, the proceeds
of the Equity Financing have been irrevocably committed, simultaneously with the
application of the proceeds of the Tranche B Term Loans and the portion of the
Revolving Loans to be made on the Closing Date, to the payment of a portion of
the Acquisition Financing Requirements.

         (p)      RELATED AGREEMENTS. Administrative Agent shall each have
received a fully executed or conformed copy of the Stock Purchase Agreement and
the Management Agreement, and the Stock Purchase Agreement and the Management
Agreement shall be in full force and effect and no provision thereof shall have
been modified or waived in any respect reasonably determined by Agents to be
material, in each case without the consent of two of the three Agents.

         (q)      CONSUMMATION OF ACQUISITION. With respect to the consummation
of the Acquisition, concurrently with the initial Credit Extension made
hereunder, (i) all conditions to the Acquisition set forth in Sections 5 and 6
of the Stock Purchase Agreement and related documents shall have been satisfied
or the fulfillment of any such conditions shall have been waived with the
consent of Agents and (II) the Acquisition shall have become effective in
accordance with the terms of the Stock Purchase Agreement and related documents;

         (r)      CONSUMMATION OF MERGERS. The Agents shall have received
evidence reasonably satisfactory to the Agents that, immediately following the
consummation of the Acquisition, all conditions to the Mergers shall have been
satisfied or the fulfillment of any such conditions shall have been waived with
the consent of the Agents such that, immediately following the consummation of
the Acquisition, the Mergers shall become effective.

         (s)      SOLVENCY ASSURANCES. On the Closing Date, Agents and Lenders
shall have received a Solvency Certificate dated the Closing Date, demonstrating
that, after giving effect to the consummation of the Acquisition, the related
financings and the other transactions contemplated by the Credit Documents and
the Related Agreements, each Credit Party will be Solvent.

         (t)      TRANSACTION COSTS. On or prior to the Closing Date, Company
shall have delivered to the Administrative Agent, Company's reasonable best
estimate of the Transactions Costs (other than fees and expenses payable to any
Agent).

         (u)      CLOSING DATE CERTIFICATE. Holdings and Company shall have
delivered to Administrative Agent a Closing Date Certificate.

         (v)      MAXIMUM LEVERAGE RATIO. Agents shall have received reasonably
satisfactory evidence that as of the Closing Date and after giving effect to the
Acquisition

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and the borrowings made on the Closing Date, the Leverage Ratio (which for
purposes of this Section 3.1(v) shall include all Cash and Cash Equivalents of
Company and its Subsidiaries) determined on a Pro-Forma Basis for the
twelve-month period ended October 31, 2003 is not greater than 6.26:1.00.

         (w)      NO LITIGATION. There shall not exist any action, suit,
investigation, litigation or proceeding or other legal or regulatory
developments, pending or threatened in any court or before any arbitrator or
Governmental Authority that, to the knowledge of Company, singly or in the
aggregate, materially impairs the Acquisition, the financing thereof or any of
the other transactions contemplated by the Credit Documents or the Related
Agreements, or that could reasonably be expected to have a Material Adverse
Effect.

         Each Agent and Lender, by delivering its signature page to this
Agreement, to the extent applicable, and funding its Tranche B Term Loan Amount
and/or a Revolving Loan on the Closing Date, shall be deemed to have
acknowledged receipt of, and consented to and approved (as long as substantially
in the form delivered to such Agent or Lender, as applicable, including any
changed pages thereto delivered to such Agent or Lenders, as applicable), each
Credit Document and each other document required to be approved by Requisite
Lenders or Lenders, as applicable.

         3.2      CONDITIONS TO EACH CREDIT EXTENSION. The obligation of each
Lender to make any Credit Extension on any Credit Extension Date, including the
Closing Date, is subject to the following further conditions precedent:

         (a)      Administrative Agent, Issuing Bank and Swing Line Lender, as
the case may be, shall have received a fully executed and delivered Funding
Notice or Request for Issuance, as the case may be;

         (b)      as of such Credit Extension Date, the representations and
warranties contained herein and in the other Credit Documents shall be true,
correct and complete in all material respects on and as of that Credit Extension
Date to the same extent as though made on and as of that date, except to the
extent such representations and warranties specifically relate to an earlier
date, in which case such representations and warranties shall have been true,
correct and complete in all material respects on and as of such earlier date;

         (c)      as of such Credit Extension Date, no event shall have occurred
and be continuing or would result from the consummation of the borrowing
contemplated by such Funding Notice or Letter of Credit contemplated by such
Request for Issuance that would constitute an Event of Default or a Default; and

         (d)      on or before the date of issuance of any Letter of Credit,
Administrative Agent shall have received all other information required by the
applicable Request for Issuance, and such other documents or information as
Issuing Bank may reasonably require in connection with the issuance of such
Letter of Credit.

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Any Notice shall be executed by an Authorized Officer of Company or by the
executive officer thereof designated by an Authorized Officer of Company in a
writing delivered to Administrative Agent. In lieu of delivering a Funding
Notice or Request for Issuance, Company may give Administrative Agent telephonic
notice by the required time of any proposed borrowing, conversion/continuation
or issuance of a Letter of Credit, as the case may be; provided each such notice
or request shall be promptly confirmed in writing by delivery of the applicable
Funding Notice or Request for Issuance to Administrative Agent on or before the
applicable date of borrowing, continuation/conversion or issuance. Neither
Administrative Agent nor any Lender shall incur any liability to Company in
acting upon any telephonic notice referred to above that Administrative Agent
believes in good faith to have been given by a duly authorized officer or other
person authorized on behalf of Company or for otherwise acting in good faith in
connection with any such notice. Upon conversion or continuation of the
applicable basis for determining the interest rate with respect to any Loans in
accordance with this Agreement or upon funding of Loans by Lenders in accordance
herewith, in either case pursuant to any such telephonic notice, Company shall
have effected a conversion or continuation (as the case may be) or shall have
effected Loans, respectively, hereunder. Company shall notify Administrative
Agent (or Issuing Bank, as the case may be) prior to the funding of any Loans or
the issuance of any Letter of Credit in the event that any of the matters to
which Company is required to certify in the applicable Notice is no longer true
and correct as of the applicable Credit Extension Date, and the acceptance by
Company of the proceeds of any Loans or the issuance of any Letter of Credit
shall constitute a re-certification by Company, as of the applicable Credit
Extension Date, as to the matters to which Company is required to certify in the
applicable Funding Notice or Request for Issuance.

SECTION 4. REPRESENTATIONS AND WARRANTIES

         In order to induce Lenders and Issuing Bank to enter into this
Agreement and to make each Credit Extension to be made thereby, Company
represents and warrants to each Lender (after giving effect to the consummation
of the Acquisition and the Mergers) as follows:

         4.1      ORGANIZATION AND POWERS. Each Credit Party is a corporation,
limited liability company or limited partnership, as applicable, duly organized
or formed, as applicable, validly existing and, to the extent such concept
applies, in good standing under the laws of its jurisdiction of incorporation or
formation, as applicable. Each Credit Party has all requisite corporate or other
organizational power and authority to own and operate its properties, to carry
on its business as now conducted and as proposed to be conducted, to enter into
the Credit Documents to which it is a party and to carry out the transactions
contemplated thereby.

         4.2      QUALIFICATION AND GOOD STANDING. Each Credit Party is
qualified to do business and in good standing in every jurisdiction where its
assets are located and wherever necessary to carry out its business and
operations, except in jurisdictions where the failure to be so qualified or in
good standing has not had and could not be reasonably be expected to have a
Material Adverse Effect.

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         4.3      SUBSIDIARIES. As of the Closing Date, all of the Subsidiaries
of Holdings are identified in Schedule 4.1. As of the Closing Date, the issued
and outstanding capital stock of each of the Subsidiaries of Holdings identified
in Schedule 4.1 is duly authorized, validly issued, fully paid and nonassessable
and none of such capital stock constitutes Margin Stock. Each of the
Subsidiaries of Holdings is a corporation, limited liability company or limited
partnership, as applicable, duly organized or formed, as applicable, validly
existing, to the extent such concept applies, and in good standing under the
laws of its respective jurisdiction of incorporation or formation, as
applicable, has all requisite corporate power and authority to own and operate
its properties and to carry on its business as now conducted and as proposed to
be conducted, and is qualified to do business and in good standing in every
jurisdiction where its assets are located and wherever necessary to carry out
its business and operations, in each case except where failure to be so
qualified or in good standing or a lack of such corporate power and authority
has not had and could not be reasonably expected to have a Material Adverse
Effect. As of the Closing Date, Schedule 4.1 correctly sets forth the ownership
interest of Holdings and each of its Subsidiaries in each of the Subsidiaries of
Holdings identified therein.

         4.4      AUTHORIZATION OF BORROWING; NO CONFLICT. The execution,
delivery and performance of the Credit Documents have been duly authorized by
all necessary corporate, limited liability company or limited partnership, as
applicable, action on the part of each Credit Party that is a party thereto. The
execution, delivery and performance by Credit Parties of the Credit Documents to
which they are parties and the consummation of the transactions contemplated by
the Credit Documents do not and will not (a) violate any provision of any law or
any governmental rule or regulation applicable to Holdings or any of its
Subsidiaries, the Certificate or Articles of Incorporation or Bylaws (or
equivalent constituent documents) of Holdings or any of its Subsidiaries or any
order, judgment or decree of any court or other agency of government binding on
Holdings or any of its Subsidiaries, except to the extent such violation could
not be reasonably be expected to have a Material Adverse Effect, (b) conflict
with, result in a breach of or constitute ( with due notice or lapse of time or
both) a default under any Contractual Obligation of Holdings or any of its
Subsidiaries, unless, solely with respect to the consummation of the Acquisition
and the Mergers, such conflict, breach or default could not reasonably be
expected to have a Material Adverse Effect, (c) result in or require the
creation or imposition of any Lien upon any of the properties or assets of
Holdings or any of its Subsidiaries (other than any Liens created under any of
the Credit Documents in favor of Collateral Agent on behalf of the Secured
Parties), or (d) require any approval of stockholders or any approval or consent
of any Person under any Contractual Obligation of Holdings or any of its
Subsidiaries, except for such approvals or consents which will be obtained on or
before the Closing Date and disclosed in writing to Lenders and except for any
such consents or approvals the failure of which to obtain would not reasonably
be expected to have a Material Adverse Effect.

         4.5      GOVERNMENTAL CONSENTS. The execution, delivery and performance
by Credit Parties of the Credit Documents to which they are parties and the
consummation of the transactions contemplated by the Credit Documents do not and
will not require any 4.1

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registration with, consent or approval of, or notice to, or other action to,
with or by, any federal, state or other governmental authority or regulatory
body except for (a) those with respect to the Collateral contemplated to be made
under the Credit Documents, (b) those otherwise delivered to the Collateral
Agent for filing and/or recordation, (c) such as have been obtained and are in
full force and effect and (d) any such consents or approvals the failure of
which to obtain would not reasonably be expected to have a Material Adverse
Effect.

         4.6      BINDING OBLIGATION. Each of the Credit Documents has been duly
executed and delivered by each Credit Party that is a party thereto and is the
legally valid and binding obligation of such Credit Party, enforceable against
such Credit Party in accordance with its respective terms, except as may be
limited by bankruptcy, insolvency, reorganization, moratorium or similar laws
relating to or limiting creditors' rights generally or by equitable principles
relating to enforceability.

         4.7      VALID ISSUANCE OF THE SENIOR SUBORDINATED NOTES. Company has
the corporate power and authority to issue the Senior Subordinated Notes. The
Senior Subordinated Notes, when issued and paid for, will be the legally valid
and binding obligations of Company, enforceable against Company in accordance
with their terms, except as may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting creditors'
rights generally or by equitable principles relating to enforceability. The
subordination provisions of the Senior Subordinated Note Documents will be
enforceable against the holders of the Senior Subordinated Notes, and the Loans
and all other monetary Obligations hereunder are and will be within the
definition of "Senior Debt" included in the Senior Subordinated Note Documents.
The Senior Subordinated Notes, when issued and sold, will either (a) have been
registered or qualified under applicable federal and state securities laws or
(b) be exempt therefrom.

         4.8      FINANCIAL CONDITION. Company has heretofore delivered to
Lenders the Historical Financial Statements all of which were prepared in
conformity with GAAP and fairly present, in all material respects, the financial
position, on a consolidated basis, of the entities described in such financial
statements as at the respective dates thereof and the results of operations and
cash flows, on a consolidated basis, of the entities described therein for each
of the periods then ended, subject, in the case of any such unaudited financial
statements, to changes resulting from audit and normal year-end adjustments and,
in the case of interim financial statements, except for the absence of notes
thereto.

         4.9      NO MATERIAL ADVERSE CHANGE. Since December 31, 2002, no event
or change has occurred that has caused or evidences, either in any case or in
the aggregate, a Material Adverse Effect.

         4.10     LITIGATION; ADVERSE FACTS. There are no Adverse Proceedings,
individually or in the aggregate, that could reasonably be expected to result in
a Material Adverse Effect. Neither Holdings nor any of its Subsidiaries (a) is
in violation of any applicable laws (including Environmental Laws) that,
individually or in the aggregate, could reasonably be expected to result in a
Material Adverse Effect, or (b) is subject to or

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in default with respect to any final judgments, writs, injunctions, decrees,
rules or regulations of any court or any federal, state, municipal or other
governmental department, commission, board, bureau, agency or instrumentality,
domestic or foreign, that, individually or in the aggregate, could reasonably be
expected to result in a Material Adverse Effect.

         4.11     PAYMENT OF TAXES. Except in accordance with Section 5.3, all
Federal and material state and other tax returns and reports of Holdings and its
Subsidiaries required to be filed by any of them have been timely filed, and all
Federal and material state and other taxes shown on such tax returns to be due
and payable and all assessments, fees and other governmental charges upon
Holdings and its Subsidiaries and upon their respective properties, assets,
income, businesses and franchises which are due and payable have been paid when
due and payable except those (a) which are not overdue by more than thirty (30)
days or (b) which are being contested by Holdings or such Subsidiary in good
faith and by appropriate proceedings or (c) with respect to which the failure to
make such filings or payment could not reasonably be expected to have a Material
Adverse Effect.

         4.12     TITLE TO PROPERTIES; REAL PROPERTY. Company and its
Subsidiaries have, subject to Permitted Liens, (a) good, sufficient and legal
title to (in the case of fee interests in real property); (b) valid leasehold
interests in (in the case of leasehold interests in real or owned personal
property); and (c) good title to (in the case of all other personal property),
all of their respective properties and assets except for defects in title that
do not materially interfere with its ability to conduct its business or to
utilize such assets for their intended purposes or where failure to have such
title in the aggregate could not reasonably be expected to have a Material
Adverse Effect. As of the Closing Date, Schedule 4.12 contains a true, accurate
and complete list of all (i) fee interests of any Credit Party in real property,
and (ii) all leases or subleases (together with all amendments, modifications,
supplements, renewals or extensions of any thereof) affecting or comprising each
real property asset of any Credit Party, regardless of whether such Credit Party
is the landlord or tenant (whether directly or as an assignee or successor in
interest) under such lease or sublease (other than leases or subleases
pertaining to the Retail Business). Except as specified in Schedule 4.12, as of
the Closing Date, (x) each agreement listed in clause (ii) of the immediately
preceding sentence is in full force and effect, (y) Company does not have
knowledge of any default that has occurred and is continuing thereunder, and (z)
each such agreement constitutes the legally valid and binding obligation of each
applicable Credit Party, enforceable against such Credit Party in accordance
with its terms, except as enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or limiting creditors'
rights generally or by equitable principles in each case, except to the extent
any of the foregoing could not reasonably be expected to have a Material Adverse
Effect.

         4.13     COLLATERAL. (a) Except for the security interest created by
the Collateral Documents, each Credit Party owns the Collateral owned by such
Credit Party free and clear of any Lien other than Permitted Liens. (b) The
execution and delivery of the

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Collateral Documents by Credit Parties, together with (i) the actions taken on
or prior to the date hereof pursuant to Section 3 and Section 5 and (ii) the
delivery to Collateral Agent of any Pledged Collateral not delivered to
Collateral Agent at the time of execution and delivery of the applicable
Collateral Document (all of which Pledged Collateral has been so delivered in
accordance with the requirements of the applicable Collateral Documents) are
effective to create in favor of Collateral Agent for the benefit of the Secured
Parties, as security for the respective Secured Obligations (as defined in the
applicable Collateral Document in respect of any Collateral), a valid and
perfected First Priority Lien on all of the Collateral, and all filings and
other actions necessary or desirable to perfect and maintain the perfection and
First Priority Lien status of such Liens have been duly made or taken and remain
in full force and effect, other than the filing of any UCC financing statements
and other filings contemplated to be made on the Closing Date which have been
delivered to Collateral Agent for filing (but not yet filed), the filing of any
Mortgages, the periodic filing of UCC continuation statements in respect of UCC
financing statements filed by or on behalf of Collateral Agent and the entering
into of any deposit account and securities account control agreements. (c) no
authorization, approval or other action by, and no notice to or filing with, any
governmental authority or regulatory body is required for either (i) the pledge
or grant by any Credit Party of the Liens purported to be created in favor of
Collateral Agent, for the benefit of Secured Parties, pursuant to any of the
Collateral Documents or (ii) the exercise by Collateral Agent of any rights or
remedies in respect of any Collateral (whether specifically granted or created
pursuant to any of the Collateral Documents or created or provided for by
applicable law), except for filings or recordings contemplated by this Section
4.13 and except for consents referred to in Sections 4.4 and 4.5 and except as
may be required, in connection with the disposition of any Pledged Collateral,
by laws generally affecting the offering and sale of securities and except as
may be required in connection with the foreclosure of any Mortgage. (d) Except
such as may have been filed in favor of Collateral Agent, for the benefit of
Secured Parties, as contemplated by this Section 4.13 or have been filed in
connection with Permitted Liens, (i) no effective UCC financing statement,
fixture filing or other instrument similar in effect covering all or any part of
the Collateral is on file in any filing or recording office and (ii) no
effective filing covering all or any part of the Collateral which is
Intellectual Property is on file in the United States Patent and Trademark
Office or the United States Copyright Office or any similar foreign or state
office.

         4.14     ENVIRONMENTAL. Neither Holdings nor any of its Subsidiaries
nor any of their respective Facilities or operations are subject to any
outstanding written order, consent decree or settlement agreement with any
Person relating to (a) any Environmental Law, (b) any Environmental Claim, or
(c) any Hazardous Materials Activity that, individually or in the aggregate,
could reasonably be expected to have a Material Adverse Effect. Neither Holdings
nor any of its Subsidiaries has received any letter or request for information
under Section 104 of the Comprehensive Environmental Response, Compensation, and
Liability Act (42 U.S.C. Section 9604) or any comparable state law which could
reasonably be expected to have a Material Adverse Effect. There are and, to
Company's knowledge, have been no conditions, occurrences, or Hazardous
Materials Activities which could reasonably be expected to form the basis of an

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Environmental Claim against Holdings or any of its Subsidiaries that,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect. Neither Holdings nor any of its Subsidiaries nor, to
Company's knowledge, any predecessor of Holdings or any of its Subsidiaries has
treated, stored or disposed of any hazardous waste at any Facility, and none of
Holdings' or any of its Subsidiaries' operations involves the treatment, storage
or disposal of hazardous waste that, in each case, would require a permit under
RCRA. Compliance with all current or reasonably foreseeable future requirements
pursuant to or under Environmental Laws will not, individually or in the
aggregate, have a reasonable possibility of giving rise to a Material Adverse
Effect. Notwithstanding anything in this Section 4.14 to the contrary, no event
or condition has occurred or is occurring with respect to Holdings or any of its
Subsidiaries relating to any Environmental Law, any Release of Hazardous
Materials, or any Hazardous Materials Activity which individually or in the
aggregate has had or could reasonably be expected to have a Material Adverse
Effect.

         4.15     NO DEFAULTS. Neither Holdings nor any of its Subsidiaries is
in default in the performance, observance or fulfillment of any of the
obligations, covenants or conditions contained in any of its Contractual
Obligations, and no condition exists that, with the giving of notice or the
lapse of time or both, would constitute such a default, except, in either case,
where the consequences, direct or indirect, of such default or defaults, if any,
could not be reasonably be expected to have a Material Adverse Effect.

         4.16     GOVERNMENTAL REGULATION. Neither Holdings nor any of its
Subsidiaries is subject to regulation under the Public Utility Holding Company
Act of 1935, the Federal Power Act or the Investment Company Act of 1940 or
under any other federal or state statute or regulation which may limit its
ability to incur Indebtedness or which may otherwise render all or any portion
of the Obligations unenforceable.

         4.17     MARGIN STOCK. Neither Holdings nor any of its Subsidiaries is
engaged principally, or as one of its important activities, in the business of
extending credit for the purpose of purchasing or carrying any Margin Stock. No
part of the proceeds of the Loans made to such Credit Party will be used to
purchase or carry any such Margin Stock or to extend credit to others for the
purpose of purchasing or carrying any such Margin Stock or for any purpose that
violates, or is inconsistent with, the provisions of Regulation T, U or X of the
Board of Governors of the Federal Reserve System.

         4.18     EMPLOYEE MATTERS. There is no strike or work stoppage in
existence or threatened involving Holdings or any of its Subsidiaries that could
reasonably be expected to have a Material Adverse Effect.

         4.19     EMPLOYEE BENEFIT PLANS. Company, each of its Subsidiaries and
each of their respective ERISA Affiliates are in compliance with all applicable
previsions and requirements of ERISA and the regulations and published
interpretations thereunder with respect to each Employee Benefit Plan, and have
performed in all material respects all their obligations under each Employee
Benefit Plan, except for such noncompliance which, individually or in the
aggregate, could not reasonably be expected to have a

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Material Adverse Effect. Each Employee Benefit Plan which is intended to
qualify under Section 401(a) of the Internal Revenue Code is so qualified or
will be qualified by admission of such Plan for an IRS determination in a timely
fashion, if not already submitted, and the timely making of such amendments as
may be required as a condition for issuance of a favorable determination. No
ERISA Event has occurred or as of the date hereof is reasonable expected to
occur where such Event individually or in the aggregate would have a Material
Adverse Effect. As of the most recent valuation date for any Pension Plan, any
amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of
ERISA "UNFUNDED BENEFIT LIABILITIES"), individually or in the aggregate for all
Pension Plans (except for purposes of such computation any Pension Plans with
respect to which assets exceed benefit liabilities), could not reasonably be
expected to have a Material Adverse Effect. Neither Company, its Subsidiaries
nor their respective ERISA Affiliates has completely or partially withdrawn from
any Multiemployer Plan, or incurred termination liability to the PBGC or
withdrawal liability to any Multiemployer Plan. As of the most recent valuation
date for each Multiemployer Plan for which the actuarial report is available,
the potential liability of Company, its Subsidiaries and their respective ERISA
Affiliates for a complete withdrawal from such Multiemployer Plan (within the
meaning of Section 4203 of ERISA), when aggregated with such potential liability
for a complete withdrawal from all Multiemployer Plans, based on information
available pursuant to Section 4221(e) of ERISA, could not reasonably be expected
to have a Material Adverse Effect.

         4.20     [RESERVED].

         4.21     SOLVENCY. Each Credit Party is and, upon the incurrence of any
Obligation by such Credit Party on any date on which this representation and
warranty is made, will be, Solvent.

         4.22     CERTAIN RELATED AGREEMENTS. Holdings and Company have
delivered to the Administrative Agent complete and correct copies of the Stock
Purchase Agreement and the Management Agreement and, in each case, of all
exhibits and schedules thereto as of the date hereof.

         4.23     [RESERVED].

         4.24     DISCLOSURE. No written information, reports, financial
statements, certificates or exhibits (other than any Projections) furnished to
Lenders by or on behalf of Company or any of its Subsidiaries for use in
connection with the transactions contemplated hereby, when taken as a whole,
contained any untrue statement of a material fact or omitted to state a material
fact (known to Company, in the case of any document not furnished by it)
necessary in order to make the statements contained herein or therein not
materially misleading in light of the circumstances in which the same were made.
Any projections and pro forma financial information (collectively, the
"PROJECTIONS") contained in such materials are based upon good faith estimates
and assumptions believed by Company to be reasonable at the time made, it being
recognized by Lenders that such Projections as to future events are not to be
viewed as facts and that

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actual results during the period or periods covered by any such projections may
differ from the projected results. There are no facts known to Company (other
than matters of a general economic nature) that, individually or in the
aggregate, could reasonably be expected to result in a Material Adverse Effect
and that have not been disclosed herein or in such other documents, certificates
and statements furnished to Lenders for use in connection with the transactions
contemplated hereby.

         4.25     INTELLECTUAL PROPERTY. Each of the Credit Parties owns or has
the valid right to use all Intellectual Property free and clear of any and all
Liens other than Permitted Liens. All registrations therefor are in full force
and effect and are valid and enforceable, except as could not be expected to
have a Material Adverse Effect. To each Credit Party's knowledge, the conduct of
the business of each Credit Party as currently conducted, including, but not
limited to, all products, processes, or services, made, offered or sold by each
such Credit Party, does not infringe upon, violate, misappropriate or dilute any
intellectual property of any third party which infringement is likely to have a
Material Adverse Effect. To the Credit Parties' knowledge, no third party is
infringing upon the Intellectual Property in any manner which could reasonably
be expected to have a Material Adverse Effect. There is no pending or, to each
Credit Party's knowledge, threatened claim or litigation contesting any Credit
Party's right to own or use any Intellectual Property or the validity or
enforceability thereof which could reasonably be expected to have a Material
Adverse Effect.

SECTION 5. AFFIRMATIVE COVENANTS

         Until the Termination Date has occurred, each of Holdings and Company
shall, and shall (except in the case of the covenants set forth in Section 5.1)
cause each Subsidiary to:

         5.1      FINANCIAL STATEMENTS AND OTHER REPORTS. Company will deliver
to Administrative Agent for further distribution (and which Administrative Agent
shall promptly distribute) to each Lender, in form and detail reasonably
satisfactory to Administrative Agent:

         (a)      as soon as available and in any event within twenty-five (25)
days after the end of each of the first two (2) months of each Fiscal Quarter
ending after the Closing Date (such reports, the "MONTHLY REPORTS"), (i) the
consolidated balance sheet of Company and its Subsidiaries as at the end of such
month and the related consolidated statements of income, stockholders' equity
and cash flows of Company and its Subsidiaries for such month and (ii) for any
Monthly Reports delivered after the first anniversary of the Closing Date, for
the period from the beginning of the then current Fiscal Year to the end of such
month, setting forth beginning with the monthly financial statements for fiscal
year 2005, in each case in comparative form the corresponding figures for the
corresponding periods of the previous Fiscal Year, all in reasonable detail,
together with a CFO Certification and an MD&A with respect to each of the
foregoing; provided, during any period in which the Leverage Ratio as of the
last day of the immediately preceding Fiscal Quarter (determined for any such
period by reference to the

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most recent Compliance Certificate delivered pursuant to Section 5.1(d)
calculating the Leverage Ratio) is 4.50:1.00 or less, Company shall not be
required to deliver any Monthly Reports required by this Section 5.1(a) for
such period;

         (b)      as soon as available and in any event within forty-five (45)
days after the end of the first three (3) Fiscal Quarters of each Fiscal Year,
the consolidated balance sheet of Company and its Subsidiaries as at the end of
such Fiscal Quarter and the related consolidated statements of income,
stockholders' equity and cash flows of Company and its Subsidiaries for such
Fiscal Quarter and for the period from the beginning of the then current Fiscal
Year to the end of such Fiscal Quarter, setting forth in each case in
comparative form the corresponding figures for the corresponding periods of the
previous Fiscal Year and the corresponding figures from the Financial Plan for
the current Fiscal Year, all in reasonable detail, together with (i) a quarterly
accounts receivable exposure report for such Fiscal Quarter in the form prepared
by management of Company in the ordinary course of business and (ii) a CFO
Certification and an MD&A with respect thereto;

         (c)      as soon as available and in any event within ninety (90) days
after the end of each Fiscal Year, (i) the consolidated balance sheet of Company
and its Subsidiaries as at the end of such Fiscal Year and the related
consolidated statements of income, stockholders' equity and cash flows of
Company and its Subsidiaries for such Fiscal Year, setting forth in each case in
comparative form the corresponding figures for the previous Fiscal Year and the
corresponding figures from the Financial Plan for the Fiscal Year covered by
such financial statements, in reasonable detail, together with a CFO
Certification and an MD&A with respect thereto; and (ii) in the case of such
consolidated financial statements, a report thereon of PricewaterhouseCoopers
LLP or other independent certified public accountants of recognized national
standing selected by Company and in form and substance reasonably satisfactory
to Administrative Agent;

         (d)      together with each delivery of financial statements of Company
and its Subsidiaries pursuant to Sections 5.1(b) and 5.1(c), a duly executed and
completed Compliance Certificate;

         (e)      (i) if, as a result of any change in accounting principles and
policies from those used in the preparation of the Historical Financial
Statements, the consolidated financial statements of Company and its
Subsidiaries delivered pursuant to Section 5.1 (a), 5.l(b) or 5.1(c) will differ
in any material respect from the consolidated financial statements that would
have been delivered pursuant to such subdivisions had no such change in
accounting principles and policies been made, then together with the first
delivery of such financial statements after such change, one or more statements
of reconciliation for all such prior financial statements in form and substance
satisfactory to Administrative Agent; and (ii) promptly upon receipt thereof
(unless restricted by applicable professional standards), copies of all final
management letters submitted to Company by independent certified public
accountants in connection with each annual, interim or special audit of the
financial statements of Company and its Subsidiaries made

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by such accountants, including any comment letter submitted by such accountants
to management in connection with their annual audit;

         (f)      together with each delivery of consolidated financial
statements of Company and its Subsidiaries pursuant to Section 5.1(c), a written
statement by the independent certified public accountants giving the report
thereon stating (i) that their audit examination has included a review of the
terms of the Credit Documents, (ii) whether, in connection therewith, any
condition or event that constitutes an Event of Default with regard to any of
the Financial Performance Covenants has come to their attention and, if such a
condition or event has come to their attention, specifying the nature and period
of existence thereof, it being understood that such audit examination was
directed primarily at accounting matters; and (iii) that nothing has come to
their attention that causes them to believe either or both that the information
contained in any Compliance Certificate is not correct or that the matters set
forth in such Compliance Certificate are not stated in accordance with the terms
hereof;

         (g)      promptly upon their becoming available, copies of (i) all
financial statements, reports, notices and proxy statements sent or made
available generally by Company to its public security holders in such capacity
or by any Subsidiary of Company to its security holders other than Company or
another Subsidiary of Company, and (ii) all regular and periodic reports and all
registration statements (other than on Form S-8 or a similar form) and
prospectuses, if any, filed by Company or any of its Subsidiaries with any
securities exchange or with the Securities and Exchange Commission or any
governmental or private regulatory authority;

         (h)      promptly upon any Responsible Officer obtaining knowledge (i)
of any condition or event that constitutes a Default or an Event of Default or
that notice has been given to Company with respect thereto; (ii) that any Person
has given any notice to Company or any of its Subsidiaries or taken any other
action with respect to any event or condition set forth in Section 8. l(b); or
(iii) of the occurrence of any event or change that has caused or evidences,
either in any case or in the aggregate, a Material Adverse Effect, a certificate
of its Authorized Officers specifying the nature and period of existence of such
condition, event or change, or specifying the notice given or action taken by
any such Person and the nature of such claimed Event of Default, Default,
default, event or condition, and what action Company has taken, is taking and
proposes to take with respect thereto;

         (i)      promptly upon any Responsible Officer obtaining knowledge of
(i) the institution of, or any written threat of, any Adverse Proceeding not
previously disclosed in writing by Company to Lenders, or (ii) any material
development in any Adverse Proceeding that, in the case of either (i) or (ii) is
reasonably likely to give rise to a Material Adverse Effect, or seeks to enjoin
or otherwise prevent the consummation of, or to recover any damages or obtain
relief as a result of, the transactions contemplated hereby, written notice
thereof together with such other information as may be reasonably available to
Company to enable Lenders and their counsel to evaluate such matters;

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         (j)      (i) promptly but in any event within twenty (20) days after
Company, any of its Subsidiaries or any of its ERISA Affiliates knows, or has
reason to know, that (1) any ERISA Event with respect to an Employee Benefit
Plan has occurred or will occur, or (2) Company, any of its Subsidiaries or any
of their respective ERISA Affiliates has applied for a waiver of the minimum
funding standard under Section 412 of the Code or Section 302 of ERISA, or (3)
the aggregate present value of the Unfunded Benefit Liabilities under all
Pension Plans has in any year increased by to an amount in excess of $1,000,000,
or (4) any ERISA Event occurs with respect to a Multiemployer Plan which
presents a material risk of a partial or complete withdrawal (as described in
Section 4203 or 4205 of ERISA) by Company, any of its Subsidiaries or any of
their respective ERISA Affiliates from a Multiemployer Plan and such withdrawal
is reasonably expected to trigger withdrawal liability payments in any year in
excess of $5,000,000, or (5) Company, any of its Subsidiaries or any of their
respective ERISA Affiliates is in "default" (as defined in Section 4219(c)(5) of
ERISA) with respect to payments to a Multiemployer Plan, or (6) the potential
withdrawal liability (as determined in accordance with Title IV of ERISA) of
Company, any of its Subsidiaries and their respective ERISA Affiliates with
respect to all Multiemployer Plans has in any year increased to an amount in
excess of $5,000,000, or (7) there is an action brought against Company, any of
its Subsidiaries or any of their respective ERISA Affiliates under Section 502
of ERISA with respect to its failure to comply with Section 515 of ERISA, a
certificate of the president or chief financial officer of Company setting forth
the details of each of the events described in clauses (1) through (7) above as
applicable and the action which Company, any of its Subsidiaries or their
respective ERISA Affiliates proposes to take with respect thereto, together with
a copy of any notice or filing from the PBGC or which may be required by the
PBGC or other agency of the United States government with respect to each of the
events described in clauses (1) through (7) above, as applicable;

                  (ii)     As soon as possible and in any event within ten (10)
         Business Days after the receipt by the Company (or to the knowledge of
         the Company, after receipt by any of its Subsidiaries or any of their
         respective ERISA Affiliates) of a demand letter from the PBGC notifying
         the Company, its Subsidiaries or their respective ERISA Affiliates of
         its decision finding liability, a copy of such letter, together with a
         certificate of the president or chief financial officer of the Company
         setting forth the action which the Company, its Subsidiaries or their
         respective ERISA Affiliates proposes to take with respect thereto;

         (k)      as soon as practicable and in any event no later than sixty
(60) days after the beginning of each Fiscal Year, a consolidated plan and
financial forecast for such Fiscal Year (a "FINANCIAL PLAN"), including (i) a
forecasted consolidated balance sheet and forecasted consolidated statements of
income and cash flows of Company and its Subsidiaries for such Fiscal Year,
together with an explanation of the assumptions on which such forecasts are
based, (ii) forecasted consolidated statements of income and cash flows of
Company and its Subsidiaries for each month of each Fiscal Year, together with
an explanation of the assumptions on which such forecasts are based, and (iii)
such other information and projections as any Lender may reasonably request;

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         (l)      with reasonable promptness, copies of any material amendment,
restatement, supplement or other modification to or waiver of the Stock Purchase
Agreement and the Management Agreement entered into after the date hereof;

         (m)      in the event that (y) Credit Party acquires rights in
Collateral that requires delivery of a Pledge Supplement (as such term is
defined in the Pledge & Security Agreement) pursuant to Sections 4.2(b)(i),
4.3(c), 4.4.1(a)(i), 4.6(b), 4.7(b) and 4.8(b) of the Pledge & Security
Agreement, then Company shall deliver to the Collateral Agent such Pledge
Supplement, within twenty-five (25) days after the end of any month in which
such Collateral was acquired; and (z) any Credit Party changes its name, type of
organization or jurisdiction of organization, it shall comply with the
requirements set forth in Section 4. 1(b) of the Pledge and Security Agreement;
and

         (n)      with reasonable promptness, such other information and data
with respect to Company or any of its Subsidiaries as from time to time may be
reasonably requested by any Lender (through the Administrative Agent).

         5.2      LEGAL EXISTENCE, ETC. Except as permitted under Section 6.7,
each Credit Party will, and will cause each of its Subsidiaries to, at all times
preserve and keep in full force and effect its legal existence and all rights
and franchises material to its business; provided, that Company and is
Subsidiaries may consummate the Acquisition and the Mergers; provided, further,
neither any Credit Party nor any of its Subsidiaries shall be required to
preserve any such right or franchise if the preservation thereof is no longer
desirable in the conduct of the business of such Credit Party or such
Subsidiary, as the case may be, and that the loss thereof is not disadvantageous
in any material respect to such Credit Party, such Subsidiary or Lenders.

         5.3      PAYMENT OF TAXES AND CLAIMS. Each Credit Party will, and will
cause each of its Subsidiaries to, pay all taxes, assessments and other
governmental charges imposed upon it or any of its properties or assets or in
respect of any of its income, businesses or franchises before any penalty
accrues thereon, and all claims (including claims for labor, services, materials
and supplies) for sums that have become due and payable and that by law have or
may become a Lien upon any of its properties or assets, prior to the time when
any penalty or fine shall be incurred with respect thereto; provided, no such
charge or claim need be paid (a) unless the failure to pay the same could
reasonably be expected to have a Material Adverse Effect or (b) if it is being
contested in good faith by appropriate proceedings so long as (i) such reserve
or other appropriate provision, if any, as shall be required in conformity with
GAAP shall have been made therefor, and (ii) in the case of a charge or claim
which has or may become a Lien against any of the Collateral, such contest
proceedings conclusively operate to stay the sale of any portion of the
Collateral to satisfy such charge or claim. Company will not, nor will it permit
any of its Subsidiaries to, file or consent to the filing of any consolidated,
combined or unitary income tax return with any Person (other than Parent,
Holdings or any of Company's Subsidiaries).

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         5.4      MAINTENANCE OF PROPERTIES. Each Credit Party will, and will
cause each of its Subsidiaries to, maintain or cause to be maintained in good
repair, working order and condition, ordinary wear and tear and casualty and
condemnation excepted, all material properties used or useful in the business of
Company and its Subsidiaries and from time to time during its useful life will
make or cause to be made all appropriate maintenance payments, repairs, renewals
and replacements thereof in accordance with prudent industry practice.

         5.5      INSURANCE. Each Credit Party will and will cause its
Subsidiaries to maintain or cause to be maintained, with financially sound and
reputable insurers (including one or more Captive Insurance Subsidiaries),
insurance with respect to liabilities, losses or damage in respect of the
assets, properties and businesses of Company and its Subsidiary Guarantors as
may customarily be carried or maintained under similar circumstances by Persons
engaged in similar businesses, in each case in such amounts (giving effect to
self-insurance), with such deductibles, covering such risks and otherwise on
such terms and conditions as shall be customary for Persons similarly situated
in the industry. Each such policy of insurance so insuring assets of any Credit
Party shall (a) name Administrative Agent for the benefit of Lenders as an
additional insured thereunder as its interests may appear and (b) in the case of
each business interruption and casualty insurance policy, contain a loss payable
clause or endorsement, satisfactory in form and substance to Administrative
Agent, that names Administrative Agent for the benefit of Lenders as the loss
payee thereunder for any covered loss in excess of $500,000 and provides for at
least thirty (30) days prior written notice to Administrative Agent of any
cancellation of such policy.

         5.6      INSPECTION RIGHTS; LENDER MEETING. Each Credit Party will, and
will cause each of its Subsidiaries to, permit any authorized representatives
designated by any Lender to visit and inspect any of the properties of Company
or of any of its Subsidiaries, to inspect, copy and take copies of extracts from
its and their financial and accounting records, and to discuss its and their
affairs, finances and accounts with its and their officers and independent
public accountants (subject to reasonable requirements of confidentiality)
(provided, Company may, if it so chooses, be present at or participate in any
such discussion), all upon reasonable notice and at such reasonable times during
normal business hours and as often as may reasonably be requested; provided,
that excluding any such visits and inspections during the occurrence and
continuation of an Event of Default, the Lenders shall not exercise such rights
more often than two (2) times during any calendar year absent the existence of
an Event of Default and only one (1) such time shall be at Company's expense
absent the existence of an Event of Default. Company will, upon the request of
Agents or Requisite Lenders, participate in a meeting of Administrative Agent
and Lenders once during each Fiscal Year or, during the continuance of any
Default or Event of Default, as reasonably requested by the Agents or the
Requisite Lenders, to be held at Company's corporate offices (or at such other
location as may be agreed to by Company and Administrative Agent) at such time
as may be agreed to by Company and Administrative Agent.

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         5.7      COMPLIANCE WITH LAWS, ETC. Each Credit Party will comply, and
shall cause each of its Subsidiaries and, within its control, shall use its
commercially reasonable efforts to cause all other Persons, if any, on or
occupying any Facilities to comply, with the requirements of all applicable
laws, rules, regulations and orders of any governmental authority (including all
Environmental Laws), noncompliance with which could reasonably be expected to
cause, individually or in the aggregate, a Material Adverse Effect.

         5.8      ENVIRONMENTAL MATTERS.

         (a)      Company agrees that Administrative Agent may, from time to
time and in its reasonable discretion, (i) retain, at Company's expense, an
independent professional consultant to review any environmental audits,
investigations, analyses and reports relating to Hazardous Materials prepared by
or for Company which Administrative Agent has requested and which indicates
conditions or circumstances which Administrative Agent reasonably believes may
have a significant impact on the business and operations of Company or its
Subsidiaries and (ii) in the event (a) Administrative Agent reasonably believes
that Company has breached any representation, warranty or covenant contained in
Section 4.10, Section 5.7 (as each such section pertains to environmental
matters) or Section 4.14 or that there has been a material violation of
Environmental Laws at any Facility or by Company or any of its Subsidiaries at
any other location including the Linden, New Jersey site or (b) an Event of
Default has occurred and is continuing and the repayment of any amount due
hereunder has been accelerated, conduct its own investigation of any Facility or
violation; provided that, in the case of any Facility leased by Company or any
of its Subsidiaries, Company shall only be obligated to use its reasonable
efforts to obtain permission for Administrative Agent's professional consultant
to conduct an investigation of such Facility. For purposes of conducting such a
review and/or investigation, Company hereby grants to Administrative Agent and
its agents, employees, consultants and contractors the right to enter into or
onto any Facilities currently owned, leased, operated or used by Company or any
of its Subsidiaries. Any such investigation of any Facility shall be conducted,
unless otherwise agreed to by Company and Administrative Agent, during normal
business hours, shall be subject to the terms and conditions of all applicable
lease and lease-related documents and to the requirements of landlords and, to
the extent reasonably practicable, shall be conducted so as not to interfere
with the ongoing operations at such Facility or to cause any damage or loss to
any property at such Facility. Administrative Agent and its agents, employees,
consultants and contractors shall not perform any subsurface investigations of
soil or ground water without the prior written authorization from Company, which
authorization shall not be unreasonably withheld, and, in the case of a leased
Facility, without the prior written authorization of the owner of such Facility.
Company and Administrative Agent hereby acknowledge and agree that any report of
any investigation conducted at the request of Administrative Agent pursuant to
this Section 5.8 will be obtained and shall be used by Administrative Agent and
Lenders solely for the purposes of Lenders' internal credit decisions, to
monitor and police the Loans and to protect Lenders' security interests, if any,
created by the Credit Documents. Administrative Agent agrees to deliver a copy
of any such report to Company with the

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understanding that Company acknowledges and agrees that (x) it will indemnify
and hold harmless Administrative Agent and each Lender from any costs, losses or
liabilities relating to Company's use of or reliance on such report, (y) neither
Administrative Agent nor any Lender makes any representation or warranty with
respect to such report, and (z) by delivering such report to Company, neither
Administrative Agent nor any Lender is requiring or recommending the
implementation of any suggestions or recommendations contained in such report.

         (b)      Company will deliver to Administrative Agent and Lenders: (i)
as soon as practicable following receipt thereof, copies of all environmental
audits, investigations, analyses and reports of any kind or character, whether
prepared by personnel of Company or any of its Subsidiaries or by independent
consultants, governmental authorities or any other Persons, with respect to
significant environmental matters at any Facility which, individually or in the
aggregate, could reasonably be expected to result in a Material Adverse Effect
or with respect to any Environmental Claims which, individually or in the
aggregate, could reasonably be expected to result in a Material Adverse Effect;
(ii) promptly upon the occurrence thereof, written notice describing in
reasonable detail (1) any Release required to be reported to any federal, state
or local governmental or regulatory agency under any applicable Environmental
Laws which could reasonably be expected to have a Material Adverse Effect, (2)
any remedial action taken by Company or any other Person in response to (X) any
Hazardous Materials Activities the existence of which has a reasonable
possibility of resulting in one or more Environmental Claims having,
individually or in the aggregate, a Material Adverse Effect, or (y) any
Environmental Claims that, individually or in the aggregate, have a reasonable
possibility of resulting in a Material Adverse Effect, and (3) Company's
discovery of any occurrence or condition on any real property adjoining or in
the vicinity of any Facility that is reasonably likely to cause such Facility or
any part thereof to be subject to any material restrictions on the ownership,
occupancy, transferability or use thereof under any Environmental Laws; (iii) as
soon as practicable following the sending or receipt thereof by Company or any
of its Subsidiaries, a copy of any and all written communications of a material
nature with respect to (1) any Environmental Claims that, individually or in the
aggregate, have a reasonable possibility of giving rise to a Material Adverse
Effect, (2) any Release required to be reported to any federal, state or local
governmental or regulatory agency which could reasonably be expected to have a
Material Adverse Effect, and (3) any request for information from any
governmental agency that suggests such agency is investigating whether Company
or any of its Subsidiaries may be potentially responsible for any Hazardous
Materials Activity which could reasonably be expected to have a Material Adverse
Effect; (iv) prompt written notice describing in reasonable detail (1) any
proposed acquisition of stock, assets, or property by Company or any of its
Subsidiaries that could reasonably be expected to (x) expose Company or any of
its Subsidiaries to, or result in, Environmental Claims that could reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect or
(y) affect the ability of Company or any of its Subsidiaries to maintain in full
force and effect all material Governmental Authorizations required under any
Environmental Laws for their respective operations and (2) any proposed action
to be taken by Company or any of its Subsidiaries to modify current operations
in a manner that could reasonably be expected

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to subject Company or any of its Subsidiaries to any material additional
obligations or requirements under any Environmental Laws that could reasonably
be expected to have, individually or in the aggregate, a Material Adverse
Effect; and (v) with reasonable promptness, such other documents and information
as from time to time may be reasonably requested by Administrative Agent in
relation to any matters disclosed pursuant to this Section 5.8.

         5.9      SUBSIDIARIES. In the event that any Domestic Subsidiary which
was a Non-Guarantor Subsidiary ceases to be a Non-Guarantor Subsidiary or any
Person becomes a Subsidiary of Company after the date hereof, Company will
promptly notify Administrative Agent thereof and cause such Subsidiary to
execute and deliver to Administrative Agent a Counterpart Agreement and to take
all such further actions and execute all such further documents, instruments,
agreements, opinions and certificates (including those comparable to those
described in Sections 3.1(b) and 3.1(d)) as may be necessary or, in the
reasonable opinion of Administrative Agent, desirable to create in favor of
Collateral Agent, for the benefit of Lenders, a valid and perfected First
Priority Lien on substantially all of the personal assets of (and the equity
Securities of) such Subsidiary required hereby and the other Credit Documents.
With respect to each such Subsidiary, Company shall send to Administrative Agent
written notice setting forth with respect to such Person (a) the date on which
such Person became a Subsidiary of Company, and (b) all of the data required to
be set forth in Schedule 4.1 with respect to all Subsidiaries of Company.
Notwithstanding the foregoing, Company shall not be required to deliver a
Counterpart Agreement or any of the other documents described in this Section
with respect to (w) any Domestic Subsidiary which is not a Material Subsidiary,
(X) any Captive Insurance Subsidiary, (y) the Co-Op Subsidiary or (z) any
Foreign Subsidiary; provided, however, that notwithstanding the foregoing at no
time shall (i) the aggregate amount of consolidated revenues of the
Non-Guarantor Subsidiaries (other than Persons referred to in clauses (x)
through (z) above) for the most recent Fiscal Quarter account for more than 5%
of the consolidated revenues of Company and its Subsidiaries for such Fiscal
Quarter or (ii) the aggregate amount of consolidated assets owned by the
Non-Guarantor Subsidiaries (other than Persons referred to in clauses (x)
through (z) above) at the end of the most recent Fiscal Quarter account for more
than 5% of the consolidated assets of Company and its Subsidiaries at the end of
such Fiscal Quarter, and if either such case shall occur, Company shall
immediately come into compliance with this Section 5.9 by notifying
Administrative Agent of the identity of a sufficient number of Non-Guarantor
Subsidiaries who are Domestic Subsidiaries (who shall cease to be Non-Guarantor
Subsidiaries) and causing such Domestic Subsidiaries to execute and deliver to
Administrative Agent a Counterpart Agreement and to take all such further
actions and execute all such further documents, instruments, agreements,
opinions and certificates (including those comparable to those described in
Sections 3.1(b) and 3.1(d)) as may be necessary or, in the opinion of
Administrative Agent, desirable to create in favor of Administrative Agent, for
the benefit of Lenders, a valid and perfected First Priority Lien on
substantially all of the personal assets of such Subsidiary required hereby and
the other Credit Documents or (iii) with respect to any Foreign Subsidiary that
is in existence on the Closing Date or hereafter acquired or formed, (x) more
than 65% of the total outstanding voting capital stock of any Foreign
Subsidiary, the equity

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Securities of which are held directly by a Credit Party, be required to be so
pledged to secure the Obligations of any Credit Party and (y) any Foreign
Subsidiary be required to pledge assets or provide guarantees under this
Agreement or any other Credit Document.

         5.10     INTEREST RATE PROTECTION. No later than sixty (60) days
following the Closing Date and at all times thereafter until the second
anniversary of the Closing Date, Company shall maintain, or caused to be
maintained protection against fluctuations in interest rates pursuant to
Eurodollar Rate Loans under this Agreement having twelve-month Interest Periods,
or otherwise pursuant to one or more Interest Rate Agreements and otherwise in
form and substance reasonably satisfactory to Administrative Agent, in order to
ensure that no less than 50% of the aggregate principal amount of Consolidated
Total Debt for borrowed money outstanding as of Closing Date is either (i)
subject to such Eurodollar Rate Loans or Interest Rate Agreements or (ii) fixed
rate Indebtedness.

         5.11     [RESERVED].

         5.12     MATTERS RELATING TO ADDITIONAL REAL PROPERTY COLLATERAL.

         (a)      From and after the Closing Date, except with respect to any
Real Property Asset with a fair market value of less than $1,000,000
individually or $5,000,000 in the aggregate from the Closing Date to the
applicable date of determination, in the event that (x) Company or any
Subsidiary Guarantor acquires any fee interest in real property or (y) at the
time any Person becomes a Subsidiary Guarantor, such Person owns or holds any
fee interest in real property, excluding any such Real Property Asset the
encumbrancing of which requires the consent of any applicable third party or (in
the case of clause (y) above) then-existing senior lienholder, where Company and
its Subsidiaries are unable after reasonably commercial efforts to obtain such
third party's consent (any such non-excluded Real Property Asset described in
the foregoing clause (x) or (y) being an "ADDITIONAL MORTGAGED PROPERTY"),
Company or such Subsidiary Guarantor shall deliver to Collateral Agent, as soon
as practicable after such Person acquires such Additional Mortgaged Property or
becomes a Subsidiary Guarantor, as the case may be, the following: (i) a fully
executed and notarized Mortgage in proper form for recording in all appropriate
places in all applicable jurisdictions, encumbering the interest of such Credit
Party in such Mortgaged Property; (ii) (a) a favorable opinion of counsel to
such Credit Party, in form and substance reasonably satisfactory to Collateral
Agent and its counsel, as to the due authorization, execution and delivery by
such Credit Party of such Mortgage and such other matters as Collateral Agent
may reasonably request, and (b) if required by Collateral Agent, an opinion of
counsel (which counsel shall be reasonably satisfactory to Collateral Agent) in
the state in which such Additional Mortgaged Property is located with respect to
the enforceability of the form of Mortgage to be recorded in such state and such
other matters (including any matters governed by the laws of such state
regarding personal property security interests in respect of any Collateral
located on such Additional Mortgaged Property) as Collateral Agent may
reasonably request, in each case in form and substance reasonably satisfactory
to Collateral Agent; (iii) (a) if reasonably required by Collateral Agent, an
ALTA mortgagee title insurance policy or an unconditional commitment therefor
(an "ADDITIONAL MORTGAGE POLICY")

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issued by the Title Company with respect to such Additional Mortgaged Property,
in an amount reasonably satisfactory to Collateral Agent, taking into
consideration the interest of the Credit Party in such Additional Mortgaged
Property, insuring Collateral Agent against loss or damage due to title to such
Additional Mortgaged Property being vested in a Person other than such Credit
Party and assuring Collateral Agent that such Mortgage creates a valid and
enforceable First Priority Lien on such Additional Mortgaged Property, subject
only to the standard exceptions, which Additional Mortgage Policy (1) shall, to
the extent available in such jurisdiction, include an endorsement for mechanics'
liens, for future advances under this Agreement and for any other matters
reasonably requested by Collateral Agent and (2) shall provide for affirmative
insurance and such reinsurance as Collateral Agent may reasonably request, all
of the foregoing in form and substance reasonably satisfactory to Collateral
Agent; and (b) evidence satisfactory to Collateral Agent that such Credit Party
has (i) delivered to the Title Company all certificates and affidavits required
by the Title Company in connection with the issuance of the Mortgage Policy and
(ii) paid to the Title Company or to the appropriate governmental authorities
all expenses and premiums of the Title Company in connection with the issuance
of the Additional Mortgage Policy and all recording and stamp taxes (including
mortgage recording and intangible taxes) payable in connection with recording
the Mortgage in the appropriate real estate records; (v) if no Additional
Mortgage Policy is required with respect to such Additional Mortgaged Property,
a title report issued by the Title Company with respect thereto, dated not more
than thirty (30) days prior to the date such Mortgage is to be recorded (or if
not possible to obtain a title report dated less than thirty (30) days prior to
such date, then dated as closely as possible prior to such date, but in no event
more than sixty (60) days prior to such date) and satisfactory in form and
substance to Collateral A gent; (vi) copies of all recorded documents listed as
exceptions to title or otherwise referred to in the Additional Mortgage Policy
or title report delivered pursuant to clause (v) or (vi) above; and (vii) (a)
evidence, which may be in the form of a certificate from an insurance broker or
a municipal engineer, as to (1) whether such Additional Mortgaged Property is a
Flood Hazard Property and (2) if so, whether the community in which such Flood
Hazard Property is located is participating in the National Flood Insurance
Program, (b) if such Additional Mortgaged Property is a Flood Hazard Property,
such Credit Party's written acknowledgement of receipt of written notification
from Collateral Agent (1) that such Additional Mortgaged Property is a Flood
Hazard Property and (2) as to whether the community in which such Flood Hazard
Property is located is participating in the National Flood Insurance Program,
and (c) in the event such Additional Mortgaged Property is a Flood Hazard
Property that is located in a community that participates in the National Flood
Insurance Program, evidence that Company has obtained flood insurance in respect
of such Flood Hazard Property to the extent required under the applicable
regulations of the Board of Governors of the Federal Reserve System.

         (b)      Company shall, and shall cause each of its Subsidiaries to,
permit an independent real estate appraiser satisfactory to Collateral Agent,
upon reasonable notice, to visit and inspect any Additional Mortgaged Property
for the purpose of preparing an appraisal of such Additional Mortgaged Property
satisfying the requirements of any

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applicable laws and regulations (in each case to the extent required under such
laws and regulations as determined by Collateral Agent in its discretion).

         5.13     FURTHER ASSURANCES. Each of Holdings and Company shall take,
and cause each of its Subsidiaries to take, such actions as Collateral Agent may
reasonably request from time to time (including, without limitation, the
execution and delivery of guaranties, security agreements, pledge agreements,
Mortgages, stock powers, financing statements and other documents, the filing or
recording of any of the foregoing, title insurance with respect to any of the
foregoing that relates to an interest in real property, and the delivery of
stock certificates and other collateral with respect to which perfection is
obtained by possession) to ensure that the Obligations are guarantied by
Guarantors and are secured by substantially all of the assets of Holdings and
the Credit Parties. In the event that any Credit Party creates a new Subsidiary,
all of the equity Securities of such new Subsidiary shall, to the extent
required by Section 5.9, be duly and validly pledged to Collateral Agent for the
benefit of the Secured Parties pursuant to the Collateral Documents, subject to
no other Liens. Notwithstanding the foregoing, the Collateral Agent shall not
take a security interest in those assets as to which the Collateral Agent shall
determine, in its reasonable discretion, that the cost of obtaining such Lien
(including any mortgage, stamp, intangibles or other tax) are excessive in
relation to the benefit to the Lenders of the security afforded thereby.

         5.14     EXECUTION OF CREDIT DOCUMENTS. Immediately following the
consummation of the Acquisition and the Mergers, Simmons and the Subsidiary
Guarantors will execute the Credit Agreement and the other Credit Documents and
will assume all of the obligations of THL Bedding Company thereunder pursuant to
the Assumption Agreement.

SECTION 6. NEGATIVE COVENANTS

         Until the Termination Date has occurred, Holdings and Company shall
not, nor shall they permit any of their Subsidiaries to, directly or indirectly:

         6.1      INDEBTEDNESS. Create, incur, assume or guaranty, or otherwise
become or remain directly or indirectly liable with respect to, any
Indebtedness, except:

         (a)      each of the Credit Parties may become and remain liable with
respect to its respective Obligations;

         (b)      Company and its Subsidiaries, as applicable, may remain liable
with respect to Indebtedness described in Schedule 6.1 annexed hereto and any
Permitted Refinancing Indebtedness in respect thereof;

         (c)      Permitted Subordinated Indebtedness incurred or issued in an
aggregate amount not to exceed $25,000,000 in any Fiscal Year, unless the
proceeds of such excess amounts are applied to prepay the Loans pursuant to
Section 2.13(c), and Permitted Refinancing Indebtedness in respect thereof
(provided that the proceeds of such

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Permitted Refinancing Indebtedness in excess of the amount applied to repay or
prepay such Indebtedness are likewise applied to prepay the Loans pursuant to
Section 2.13(c));

         (d)      Company and its Subsidiaries may become and remain liable with
respect to Indebtedness under Capital Leases and purchase money Indebtedness;
provided, that the aggregate amount of all Indebtedness outstanding under this
clause (d) at any time shall not exceed $20,000,000;

         (e)      Indebtedness of (i) any Credit Party owing to any other Credit
Party (other than Indebtedness owed to Holdings), (ii) of any Subsidiary of
Holdings which is not a Credit Party (1) to any other Subsidiary of Holdings
which is not a Credit Party and (2) to any other Subsidiary of Holdings which is
a Credit Party; provided, that any Indebtedness pursuant to this clause (2)
shall have no scheduled amortization or payments of principal prior to the date
that is six (6) months after the Tranche B Term Loan Maturity Date, (iii) any
Credit Party to any Subsidiary of Holdings which is not a Credit Party in
respect of an Investment permitted by Section 6.3(a)(iii); and (iv) Holdings
owed to any of its Subsidiaries in lieu of, and not in excess of the amount of
Restricted Junior Payments to the extent permitted to be made to Holdings in
accordance with Section 6.5; provided, that all such Indebtedness of any Credit
Party pursuant to this clause (e) must be expressly subordinated to the
Obligations on terms not materially less favorable than those set forth in the
Senior Subordinated Notes;

         (f)      Indebtedness in respect of the Senior Unsecured Term Loans and
Permitted Refinancing Indebtedness in respect thereof;

         (g)      Indebtedness of Company and its Subsidiaries existing under
the Existing Notes which remain outstanding after giving effect to the Tender
Offer;

         (h)      Indebtedness incurred by Company with respect to the Senior
Subordinated Notes and any Permitted Refinancing Indebtedness in respect
thereof;

         (i)      (i) Indebtedness assumed in connection with Permitted
Acquisitions (so long as such Indebtedness was not incurred in anticipation of
any such Permitted Acquisitions), (ii) Indebtedness of newly acquired
Subsidiaries acquired in such Permitted Acquisitions (so long as such
Indebtedness was not incurred in anticipation of any such Permitted
Acquisition); provided, that the aggregate amount of the Indebtedness incurred
pursuant to (i) and (ii) shall not exceed $25,000,000 in the aggregate at any
time outstanding and Permitted Refinancing Indebtedness in respect thereof, and
(iii) Indebtedness owed to the seller in any Permitted Acquisition constituting
part of the purchase price thereof in an aggregate amount not to exceed
$50,000,000 at any time outstanding; provided that such Indebtedness permitted
pursuant to this clause (iii) (1) does not provide for any prepayment or
repayment of all or any portion of the principal thereof prior to the date of
the final scheduled installment of principal of any of the Loans, (2) is
subordinated in right of payment to the Obligations and (3) upon the assumption
or incurrence of Indebtedness permitted pursuant to this clause (iii), Company
and its Subsidiaries will be in compliance with the covenants set forth in
Section 6.6 on a Pro Forma Basis as of the most recent Fiscal Quarter ended,
after giving effect to such

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Permitted Acquisition and the assumption or incurrence of such Indebtedness in
connection therewith;

         (j)      Indebtedness of Company and its Subsidiaries in connection
with workmen's compensation obligations and insurance premiums of Company and
its Subsidiaries;

         (k)      Holdings and its Subsidiaries may incur and permit to remain
outstanding Indebtedness (other than for borrowed money) subject to Liens
permitted by Section 6.2;

         (l)      Indebtedness of Holdings and its Subsidiaries representing
deferred compensation to employees of Holdings and its Subsidiaries;

         (m)      Indebtedness incurred by Holdings and its Subsidiaries to
current or former directors, officers and employees, their respective estates,
spouses or former spouses to finance the purchase or redemption of Capital Stock
of Parent or Holdings permitted by Section 6.5;

         (n)      Indebtedness incurred by Holdings or its Subsidiaries in a
Permitted Acquisition or an Asset Sale with respect to the adjustment of the
purchase price or similar adjustments;

         (o)      Indebtedness of Holdings or its Subsidiaries in respect of
netting services, overdraft protection and similar arrangements in each case in
connection with deposit accounts;

         (p)      unsecured Indebtedness of Holdings (and any Permitted
Refinancing Indebtedness in respect thereof) that (i) is not supported by any
Contingent Obligations of or Liens granted by Company or any of its
Subsidiaries, (ii) will not mature prior to the date that is six (6) months
after the Tranche B Term Loan Maturity Date, (iii) does not permit any payments
in cash of interest or other amounts in respect of the principal thereof for at
least five (5) years from the date of the issuance of incurrence thereof, and
(iv) has mandatory prepayment, repurchase or redemption, covenant, default and
remedy provisions customary for senior discount notes of an issuer that is the
parent of a borrower under senior secured credit facilities, and in any event
not materially more restrictive than those contained in the Senior Subordinated
Note Indenture, taken as a whole; provided, that an Authorized Officer of
Company shall deliver to Administrative Agent an officer's certificate
demonstrating (w) both before and after giving effect to the incurrence of such
Indebtedness and the application of proceeds thereof, no Default or Event of
Default shall have occurred and be continuing; (x) Company and its Subsidiaries
will be in compliance on a Pro Forma Basis with the covenants set forth in
Section 6.6 as of the most recently ended Fiscal Quarter, (y) the Total Leverage
Ratio and the Leverage Ratio determined on a Pro Forma Basis as of the most
recent Fiscal Quarter ended shall be less than 6.00:1.00 and 5.00:1.00
respectively, and (z) the ratings on the Loans shall be at least equal to the
rating on the Loans received by Company from Moody's on the Closing Date, in the
case of each of clauses (x) through (z) above, after giving effect to the
incurrence of such Indebtedness and the application of the proceeds thereof;
provided,

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further, that proceeds of such Indebtedness shall be applied by Holdings to make
Investments and/or Restricted Junior Payments to the extent permitted by Section
6.3 and Section 6.5, respectively;

         (q)      Company and its Subsidiaries may become and remain liable with
respect to Contingent Obligations under Hedge Agreements permitted hereunder;

         (r)      Indebtedness constituting Contingent Obligations if the
incurrence of the primary obligation is otherwise permitted by this Section 6.1
(other than Contingent Obligations by Company and its Subsidiaries with respect
to Indebtedness of Holdings);

         (s)      Company and its Subsidiaries may become and remain liable with
respect to repurchase obligations with respect to the Floor Plan Sales;

         (t)      Foreign Subsidiaries may become and remain liable with respect
to Indebtedness in an aggregate principal amount at any time outstanding not
exceeding $30,000,000; and

         (u)      Indebtedness of Company and its Subsidiaries not otherwise
permitted by this Section 6.1 in an aggregate principal amount at any time
outstanding not exceeding $40,000,000.

         6.2      LIENS. Create, incur, assume or permit to exist any Lien on or
with respect to any property or asset of any kind, whether now owned or
hereafter acquired, or file or authorize the filing of, any financing statement
under the UCC of any State or under any similar recording or notice statute,
except:

         (a)      Permitted Encumbrances;

         (b)      Liens described in Schedule 6.2 annexed hereto and
modifications, replacements, renewals or extensions thereof; provided, that (i)
the Lien does not extend to any additional property other than (A)
after-acquired property that is affixed to or incorporated in the property
covered by such Lien or financed by Indebtedness permitted under Section 6.1(d)
and (B) the proceeds and products thereof and (ii) the modification,
replacement, renewal or extension of the obligations secured or benefited by
such Liens is permitted by Section 6.1;

         (c)      purchase money Liens (including mortgages, conditional sales,
Capital Leases and any other title retention or deferred purchase devices) in
real or tangible personal property of Company or any of its Subsidiaries
existing or created at the time of acquisition thereof or, in the case of
tangible and personal property, within sixty (60) days thereafter, or in the
case of real property, within one hundred twenty (120) days thereafter and the
modification, refinancing, refunding, renewal or extension of any such Liens;
provided, that the Indebtedness secured by or benefited by such Lien is
permitted by Section 6.1 hereof;

         (d)      Liens granted pursuant to the Credit Documents;

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         (e)      Liens on property of any of Company's Foreign Subsidiaries
created solely for the purpose of securing Indebtedness of any Foreign
Subsidiary permitted by Section 6.1;

         (f)      Liens on property of Company or any of its Subsidiaries
created solely for the purpose of securing Indebtedness permitted by Section
6.1(i)(i) or (ii) and the proviso to such clauses (so long as such Lien was not
incurred in anticipation of the related acquisition); provided that no such Lien
incurred in connection with such Indebtedness shall extend to or cover other
property of Company or such Subsidiary other than the respective property so
acquired and the proceeds and the products thereof;

         (g)      Liens on documents of title and the property covered thereby
securing Indebtedness in respect of commercial letters of credit;

         (h)      Liens (i) on cash advances in favor of the seller of any
property to be acquired in an Investment permitted by Section 6.3 to be applied
against the purchase price thereof and (ii) consisting of a definitive agreement
to dispose of property in an Asset Sale permitted under Section 6.7;

         (i)      Liens arising out of conditional sale, title retention,
consignment or similar arrangements for the sale of goods entered into by
Company and its Subsidiaries in the ordinary course of business and permitted
hereby;

         (j)      Liens deemed to exist in connection with Investments in
repurchase agreements permitted under Section 6.3;

         (k)      Liens in connection with workmen's compensation obligations
and general liability exposure of Company and its Subsidiaries; and

         (l)      Liens on assets of Company and its Subsidiaries not otherwise
permitted under this Section 6.2, securing Indebtedness or other obligations in
an aggregate principal amount at any time outstanding not in excess of
$40,000,000.

Except with respect to (a) this Agreement, (b) the Senior Unsecured Term Loan
Agreement, (c) specific property encumbered to secure payment of particular
Indebtedness or to be sold pursuant to an executed agreement with respect to an
Asset Sale, (d) the agreements entered into with Net Jet Sales, Inc. for the
purchase of fractional interests in a corporate jet by Company, (e) customary
restrictions contained in leases, subleases, licenses and sublicenses permitted
hereunder and (f) documents evidencing any Indebtedness permitted by Section
6.1, no Credit Party nor any of its Subsidiaries shall enter into any agreement
prohibiting the creation or assumption of any Lien upon any of its properties or
assets, whether now owned or hereafter acquired to secure the Obligations.

         6.3      INVESTMENTS. Make or own any Investment in any Person,
including any Joint Venture, except:

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         (a)      Investments by (i) Holdings or any of its Subsidiaries in any
Credit Party (but, in the case of Investments by a Credit Party in Holdings only
to the extent set forth in Section 6.1 (e)), including any new Subsidiary which
becomes a Credit Party pursuant to Section 5.9, (ii) by any Subsidiary of
Holdings which is not a Credit Party (1) in any other Subsidiary of Holdings
that is also not a Credit Party and (2) in any Subsidiary of Holdings that is a
Credit Party, and (iii) Holdings and the other Credit Parties in any Subsidiary
of Holdings that is not a Credit Party in an aggregate amount pursuant to this
clause (iii) not to exceed $30,000,000 at any one time outstanding (net of any
dividends or distributions, or prepayments or payments of interest by such
Subsidiaries);

         (b)      Investments existing on the Closing Date and set forth on
Schedule 6.3 and any modification, replacement, renewal or extension thereof;
provided that the amount of the original Investment is not increased except by
the terms of such Investment or as otherwise permitted by this Section 6.3;

         (c)      Company and its Subsidiaries may make and own Investments in
Cash Equivalents;

         (d)      Company and its Subsidiaries may make Consolidated Capital
Expenditures permitted hereunder;

         (e)      Holdings and its Subsidiaries may acquire the Securities of
any Person or a line of business or division of, or all or substantially all of
the business, property or assets of any Person the Cash consideration for which
constitutes $100,000,000 in the aggregate from the Closing Date to the date of
determination; provided that (i) Company shall give Administrative Agent at
least five (5) days' notice of the proposed transaction, (ii) Company and its
Subsidiaries shall have beneficial ownership of all of the equity Securities of
the Person acquired and shall comply with the provisions of Section 5.9, (iii)
any business acquired shall be located in the United States or if located
outside of the United States and acquired by a Foreign Subsidiary, such
Investment shall be made in compliance with the provisions of this Section 6.3
with respect to Investments in Foreign Subsidiaries and, unless the Leverage
Ratio determined on a Pro Forma Basis as of the most recent Fiscal Quarter
ended, is less than 5.00:1.00 at the time of such acquisition all acquisitions
of Foreign Subsidiaries, foreign properties and foreign assets shall together
not exceed $50,000,000 in the aggregate from the Closing Date to the date of
determination, (iv) Company shall deliver a certificate of an Authorized Officer
to Administrative Agent and Lenders in form and substance reasonably
satisfactory to Administrative Agent, together with the related financial
statements, demonstrating in reasonable detail that, after giving effect to the
acquisition of such Person or such business, property or assets (including any
Indebtedness incurred or assumed therein), Company and its Subsidiaries are
otherwise in compliance on a Pro Forma Basis with the covenants set forth in
Section 6.6 and (v) both before and after giving effect to the consummation of
such acquisition, no Default or Event of Default shall exist;

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         (f)      Holdings and its Subsidiaries may make loans and advances to
directors, officers and employees of Parent and its Subsidiaries in an aggregate
amount not to exceed $5,000,000 outstanding at any time;

         (g)      Company and its Subsidiaries may make and own Investments
consisting of notes and other non-Cash consideration received in connection with
any Asset Sale permitted by Section 6.7(k), (o) and (p);

         (h)      Company and its Subsidiaries may make and own Investments
received in connection with the bankruptcy or reorganization of suppliers and
customers and in settlement of delinquent obligations of, and other disputes
with, suppliers and customers arising in the ordinary course of business and
upon the foreclosure with respect to any secured Investment or other transfer of
title with respect to a secured Investment;

         (i)      Company and its Subsidiaries may make and own Investments in
Subsidiaries created and operated as a captive insurance company (the "CAPTIVE
INSURANCE SUBSIDIARY") in an aggregate amount not to exceed $10,000,000 (net of
any dividends or distributions, or prepayments or payments of interest by the
Captive Insurance Subsidiary to Company or any of its Subsidiary Guarantors);

         (j)      Investments constituting Indebtedness permitted to be incurred
under Sections 6.1, 6.2, 6.5 and 6.7;

         (k)      Investments in Hedge Agreements permitted hereunder;

         (l)      the Acquisition and the Mergers;

         (m)      Investments in the ordinary course of business consisting of
(i) endorsements for collection or deposit and (ii) customary trade arrangements
with customers;

         (n)      loans and advances to Holdings (and by Holdings to Parent) in
lieu of, and not in excess of the amount of (after giving effect to any other
loans, advances, or Restricted Junior Payments in respect thereof) Restricted
Junior Payments to the extent permitted to be made to Holdings (and by Holdings
to Parent) in accordance with Section 6.5;

         (o)      Holdings may repurchase (i) Holdings' Securities to the extent
permitted by Section 6.5 and (ii) the Existing Notes;

         (p)      Investments in Co-Op Subsidiary in an amount not to exceed
$30,000,000 in the aggregate from the Closing Date to the date of determination;
and

         (q)      Holdings and its Subsidiaries may make and own other
Investments not otherwise permitted under this Section 6.3 in an aggregate
principal at any time outstanding not exceeding $75,000,000 from the Closing
Date to the date of determination; provided that if such Investment is
consummated by Holdings, Holdings

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shall, immediately following the closing thereof, cause the assets or Securities
acquired to be contributed to Company or its Subsidiaries or the merger of
Company or its Subsidiaries with the Person formed to consummate or acquire such
Investment; provided, further, that such amount may be increased by an
additional $25,000,000 at such time as the Leverage Ratio is less than
4.50:1.00.

In addition to the Investments permitted pursuant to this Section 6.3, Holdings
and its Subsidiaries may make additional Investments (which shall not be counted
in the limitations set forth above) as follows: Investments consisting of (i)
the reinvestment of the proceeds of issuances of Securities by Holdings not
required to prepay Loans pursuant to Section 2.13(b) (other than Permitted Cure
Securities) or used to make Restricted Junior Payments, (ii) as part of
Consolidated Excess Cash Flow not required to be used to make prepayments
pursuant to Section 2.13(d) and (iii) the proceeds received by Holdings in
connection with any Indebtedness incurred by Holdings permitted pursuant to
Section 6.1(p) less any proceeds of such Indebtedness that are applied to make
Restricted Junior Payments permitted pursuant to Section 6.5(o); provided that,
if such Investment is consummated by Holdings, Holdings shall, immediately
following the closing thereof, cause the assets or Securities acquired to be
contributed to Company or its Subsidiaries or the merger of Company or its
Subsidiaries with the Person formed to consummate or acquire such Investment
(other than any promissory note of Parent received by Holdings in connection
with loans and advances by Holdings to Parent in lieu of, and not in excess of,
the amount of (after giving effect to any other loans, advances or Restricted
Junior Payments in respect thereof) Restricted Junior Payments to the extent
permitted to be made by Holdings pursuant to Section 6.5).

         6.4      [RESERVED].

         6.5      RESTRICTED JUNIOR PAYMENTS. Declare, order, pay, make or set
apart any sum for any Restricted Junior Payment, except:

         (a)      each Subsidiary of Company may make Restricted Junior Payments
to Company and to Subsidiaries of Company and, in the case of a Restricted
Junior Payment by a non-wholly owned Subsidiary, to Company and any Subsidiary
and to each other owner of Securities of such Subsidiary based on their relative
ownership interests;

         (b)      Company and its Subsidiaries may make regularly scheduled
payments of interest in respect of Subordinated Indebtedness, in each case in
accordance with the terms of, and only to the extent required by, and subject to
the subordination provisions contained in, the indenture or other agreement
pursuant to which such Subordinated Indebtedness was issued, as such indenture
or other agreement may be amended from time to time to the extent permitted
under Section 6.11;

         (c)      Company may make Restricted Junior Payments to Holdings to
permit the payment of Management Fees; provided that, at the time of such
Restricted Junior Payment and immediately after giving effect thereto, no Event
of Default shall have occurred and be continuing under Section 8.1 (a),8.1(f)
and 8.1(g); provided, further that in the event such payment is prohibited by
the preceding proviso, such Management Fees

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<PAGE>

shall continue to accrue and all accrued but unpaid amounts shall be payable
following the waiver of any such Event of Default;

         (d)      Company may make Restricted Junior Payments to Holdings, the
proceeds of which will be used (i) to permit Holdings to pay (or to make a
Restricted Junior Payment to Parent to enable it to pay) ordinary operating
expenses (including, without limitation, directors' fees, indemnification
obligations, professional fees and expenses) in an aggregate amount not to
exceed $2,000,000 in any Fiscal Year; (ii) by Holdings to pay (or to make a
Restricted Junior Payment to Parent to enable it to pay) its tax liability for
the relevant jurisdiction(s) in respect of consolidated, combined, unitary or
affiliated returns for the relevant jurisdiction of Holdings or Parent, as
applicable, determined as if Company and its Subsidiaries filed separate
returns; and (iii) by Holdings to pay its (or to make a Restricted Junior
Payment to Parent to enable it to pay its) franchise or similar taxes;

         (e)      Company may make Restricted Junior Payments to Holdings (and
Holdings may make Restricted Junior Payments to Parent) to the extent required
for Holdings to repurchase its capital stock from deceased or retired employees
and from employees whose employment with Parent or any of its Subsidiaries has
terminated for any other reason but only to the extent mandatorily required by
the Internal Revenue Code or ERISA;

         (f)      Company may make Restricted Junior Payments to Holdings to
permit Holdings to repurchase its securities (or to make a Restricted Junior
Payment to Parent to enable it to repurchase its Securities) from directors,
officers, employees or members of management of Parent or any Subsidiary (or
their estate, family members, spouse or former spouse); provided, that (i) at
the time of such Restricted Junior Payment and immediately after giving effect
thereto, no Event of Default shall have occurred and be continuing and (ii) the
aggregate amount of Restricted Junior Payments made pursuant to this clause (f)
in any Fiscal Year shall not exceed $3,000,000 plus the proceeds of any key-man
life insurance maintained by Parent or its Subsidiaries and the proceeds of any
sale of Securities to directors, officers, employees or members of management of
Parent or any Subsidiary; provided, that Company may carry-over and make in any
subsequent Fiscal Year or years, in addition to the amount for such Fiscal Year,
the amount not utilized in the prior Fiscal Year or years up to a maximum of $
12,000,000; provided, further that in the event Company or Holdings are not
permitted to not make such Restricted Junior Payments in cash pursuant to this
clause (f), Company may issue to Holdings (and Holdings may issue to Parent and
Parent may issue to the holder of such Securities), as consideration for such
repurchase, either (A) a promissory note payable to the holder of such
Securities or (B) preferred equity Securities (which if issued by Holdings, such
preferred stock shall otherwise be permitted by Section 6.11(c)), in each case
for the balance of any repurchase price which is not permitted to be paid in
cash, it being understood that no payment in cash may be permitted to be made by
Company to Holdings (and by Holdings to Parent) in respect of any such
promissory note or preferred equity Securities unless and until cash payments
are again permitted pursuant to this Section 6.5(f);

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         (g)      Company may make Restricted Junior Payments in respect of any
repurchase, redemption or repayment of the Senior Subordinated Notes; provided,
that (x) at the time of such Restricted Junior Payment and immediately after
giving effect thereto, no Event of Default shall have occurred and be
continuing, and (y) the aggregate amount of such Restricted Junior Payments made
pursuant to this clause (g) shall not exceed $20,000,000;

         (h)      on the Closing Date, Company may make Restricted Junior
Payments with respect to the Acquisition and Related Agreements;

         (i)      Company may make Restricted Junior Payments to Holdings to
finance any Investment by Holdings to the extent permitted to be made pursuant
to Section 6.3; provided, that such Restricted Junior Payment shall be made
concurrently with the closing of such Investment;

         (j)      to the extent they constitute Restricted Junior Payments,
Company and its Subsidiaries may enter into the transactions contemplated by
Sections 6.7 and 6.10;

         (k)      Holdings and its Subsidiaries may make repurchases of
Securities deemed to occur upon the non-cash exercise of stock options and
warrants;

         (l)      Restricted Junior Payments in respect of the Existing Notes
which were not tendered in connection with the Tender Offer;

         (m)      Restricted Junior Payments to Holdings (and by Holdings to
Parent), the proceeds of which will be used to make cash payments in lieu of
issuing fractional shares of Holdings (or Parent) in an aggregate amount not to
exceed $50,000;

         (n)      so long as no Default or Event of Default shall have occurred
and be continuing or would be caused thereby, Company may make additional
Restricted Junior Payments to Holdings, the proceeds of which may be utilized by
Holdings to make additional Restricted Junior Payments, in an aggregate not to
exceed 50% of the Consolidated Net Income for the period (taken as one
accounting period) from the beginning of the first Fiscal Quarter commencing
after the date hereof to the end of most recently ended Fiscal Quarter for which
internal consolidated financial statements of Company are available at the time
of such Restricted Junior Payment (or, if such Consolidated Net Income for such
period is a deficit, less 100% of such deficit) less the amount of any
Restricted Junior Payments previously made pursuant to this Section 6.5(n);
provided, that notwithstanding the foregoing, until such time as the Leverage
Ratio determined on a Pro Forma Basis is less than 5.00:1.00 at any date of
determination, all such Restricted Junior Payments shall accumulate, but shall
not be payable or paid; and

         (o)      in addition to the foregoing, Restricted Junior Payments, so
long as no Default or Event of Default shall have occurred and be continuing or
be caused thereby, Holdings may make additional Restricted Junior Payments with
the proceeds of (y) any Indebtedness incurred by Holdings permitted pursuant to
Section 6.1(p) less, any proceeds of such Indebtedness that are applied to make
Investments permitted pursuant to

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Section 6.3 and (z) with the proceeds of any issuances of Securities not
required to prepay the Loans pursuant to Section 2.13(b) (other than Permitted
Cure Securities) or used to make Investments.

         Any Restricted Junior Payments by Company to Holdings permitted under
this Section 6.5 shall be applied by Holdings for the purposes specified in this
Section 6.5.

         6.6      FINANCIAL COVENANTS.

         (a)      MINIMUM CASH INTEREST COVERAGE RATIO. Permit the ratio of (i)
Consolidated Adjusted EBITDA to (ii) Consolidated Cash Interest Expense for any
four-Fiscal Quarter period ending on the dates set forth below to be less than
the correlative ratio indicated, provided that for purposes of calculating
Consolidated Cash Interest Expense in this Section 6.6(a), Consolidated Cash
Interest Expense shall be equal to (i) for the period ending MARCH 31, 2004,
Consolidated Cash Interest Expense for the Fiscal Quarter ended MARCH 31, 2004
multiplied by 4, (ii) for the period ending JUNE 30, 2004, Consolidated Cash
Interest Expense for the two Fiscal Quarters ended JUNE 30, 2004 multiplied by
2, and (iii) for the period ending SEPTEMBER 30, 2004, Consolidated Cash
Interest Expense for the three Fiscal Quarters ended SEPTEMBER 30, 2004
multiplied by one and one-third:

<TABLE>
<CAPTION>
                                                        MINIMUM CASH
FOUR FISCAL QUARTER PERIOD                            INTEREST CHARGE
          ENDING                                       COVERAGE RATIO
---------------------------------------------------------------------
<S>                                                   <C>
March 31, 2004                                          2.25:1.00
June 30, 2004                                           2.25:1.00
September 30, 2004                                      2.25:1.00
December 31, 2004                                       2.25:1.00
March 31, 2005                                          2.30:1.00
June 30, 2005                                           2.30:1.00
September 30, 2005                                      2.30:1.00
December 31,2005                                        2.30:1.00
March 31, 2006                                          2.40:1.00
June 30, 2006                                           2.40:1.00
September 30, 2006                                      2.40:1.00
December 31, 2006                                       2.40:1.00
March 31, 2007                                          2.55:1.00
June 30, 2007                                           2.55:1.00
September 30, 2007                                      2.55:1.00
December 31, 2007                                       2.55:1.00
March 31, 2008                                          2.75:1.00
June 30, 2008                                           2.75:1.00
September 30, 2008                                      2.75:1.00
December 31, 2008                                       2.75:1.00
</TABLE>

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<TABLE>
<CAPTION>
                                                        MINIMUM CASH
  FOUR FISCAL QUARTER PERIOD                          INTEREST CHARGE
           ENDING                                      COVERAGE RATIO
---------------------------------------------------------------------
<S>                                                   <C>
March 31, 2009                                           3.00:1.00
June 30, 2009                                            3.00:1.00
September 30, 2009                                       3.00:1.00
December 31, 2009                                        3.00:1.00
 and each Fiscal Quarter ending thereafter
</TABLE>

         (b)      MAXIMUM LEVERAGE RATIO. Permit the Leverage Ratio as of the
last day of any Fiscal Quarter ending on the dates set forth below to exceed the
correlative ratio indicated:

<TABLE>
<CAPTION>
       DATE                                           MAXIMUM LEVERAGE RATIO
----------------------------------------------------------------------------
<S>                                                   <C>
March 31, 2004                                              6.85:1.00
June 30, 2004                                               6.85:1.00
September 30, 2004                                          6.85:1.00
December 31, 2004                                           6.85:1.00
March 31, 2005                                              6.50:1.00
June 30, 2005                                               6.50:1.00
September 30, 2005                                          6.50:1.00
December 31, 2005                                           6.50:1.00
March 31, 2006                                              6.00:1.00
June 30, 2006                                               6.00:1.00
September 30, 2006                                          5.75:1.00
December 31, 2006                                           5.75:1.00
March 31, 2007                                              5.00:1.00
June 30, 2007                                               5.00:1.00
September 30, 2007                                          5.00:1.00
December 31, 2007                                           5.00:1.00
March 31, 2008                                              4.50:1.00
June 30, 2008                                               4.50:1.00
September 30, 2008                                          4.50:1.00
December 31, 2008                                           4.50:1.00
March 31, 2009                                              4.00:1.00
June 30, 2009                                               4.00:1.00
September 30, 2009                                          4.00:1.00
December 31, 2009
and each Fiscal Quarter ending thereafter                   4.00:1.00
</TABLE>

         (c)     CERTAIN CALCULATIONS. With respect to any period during which
a Permitted Acquisition or a PF Asset Sale has occurred, for purposes of
determining compliance with the financial covenants set forth in this Section
6.6 (but not for purposes

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of determining the Applicable Commitment Fee Percentage or the Applicable
Margin), Consolidated Adjusted EBITDA shall be calculated with respect to such
period on a Pro Forma Basis giving effect to such Permitted Acquisition or PF
Asset Sale.

         6.7      FUNDAMENTAL CHANGES; ASSET SALES. Except to the extent
otherwise permitted under this Agreement, alter the corporate, capital or legal
structure (except in a way that does not have a Material Adverse Effect) of
Holdings, Company or any of its Subsidiaries, consummate any transaction of
merger or consolidation, or liquidate, wind-up or dissolve itself (or suffer any
liquidation or dissolution), or consummate any Asset Sale except:

         (a)      any Subsidiary of Company may be merged with or into Company
or any Subsidiary of Company, or be liquidated, wound up or dissolved into, or
all or any part of its business, property or assets may be conveyed, sold,
leased, transferred or otherwise disposed of, in one transaction or a series of
transactions, to Company or any Subsidiary of Company; provided that, (i) in the
case of such a merger involving Company, Company shall be the continuing or
surviving Person or the surviving Person shall be a Person organized under the
laws of the United States of America and expressly assume the obligations of
Company pursuant to documents reasonably acceptable to Administrative Agent,
(ii) when any Guarantor is merging with any other Subsidiary (A) Guarantor shall
be the surviving Person or (B) such transaction shall constitute an Investment
which Investment must otherwise be permitted under Section 6.3 and (iii) in the
case of any Asset Sale, such assets shall be transferred to Company or its
Subsidiaries or such transaction shall constitute an Investment which Investment
must otherwise be permitted under Section 6.3;

         (b)      any Subsidiary may merge with any other Person in order to
effect an Investment permitted under Section 6.3; provided that (i) the
surviving Person shall be a Subsidiary which, to the extent required, shall have
complied with Section 5.9 or (ii) to the extent constituting an Investment, such
Investment must otherwise be permitted under Section 6.3;

         (c)      any merger, consolidation, liquidation, wind-up or
dissolution, the purpose of which is to effect a disposition otherwise permitted
by this Section 6.7;

         (d)      inventory sold in the ordinary course of business;

         (e)      obsolete, worn out or surplus property sold in the ordinary
course of business or, properties which are no longer useful or necessary in
Company's or its Subsidiaries' business), whether now owned or hereafter
acquired;

         (f)      property sold, transferred or disposed of, to the extent that
(i) such property is exchanged for credit against the purchase price of similar
replacement property or (ii) the proceeds of such property is promptly applied
to the purchase price of such replacement property;

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         (g)      sales and transfers permitted by Section 6.5 with respect to
issuances of Securities of Holdings;

         (h)      the sale, transfer or disposition of Cash Equivalents;

         (i)      the sale, transfer or disposition of accounts in connection
with the collection or compromise thereof in the ordinary course of business;

         (j)      the licensing or sublicensing of Intellectual Property in the
ordinary course of business on customary terms;

         (k)      Asset Sales by and among Company and its Subsidiaries in the
ordinary course of business; provided, that with respect to any Asset Sale by a
Credit Party to a Subsidiary of Company that is not a Credit Party, not less
than 75% of the consideration received therefor shall be Cash;

         (l)      leases, subleases, licenses or sublicenses of property in the
ordinary course of business and which do not materially interfere with the
business of Holdings and its Subsidiaries;

         (m)      consignment or similar arrangements for the sale of assets in
the ordinary course of business;

         (n)      Floor Plan Sales;

         (o)      Company and its Subsidiaries may make Asset Sales in any
single Fiscal Year of assets that have, in the aggregate, a fair market value
not in excess of $50,000,000; provided that (x) the consideration received for
such assets shall be in an amount at least equal to the fair market value
thereof; (y) not less than 75% of the consideration received therefor shall be
Cash; and (z) the proceeds of such Asset Sales shall be applied as required by
Section 2.13(a); and

         (P)      In addition to the Asset Sales permitted pursuant to Section
6.7(o) Company and its Subsidiaries may make Asset Sales with respect to the
sale of the Retail Business; provided, that (x) the consideration received for
such Asset Sale shall be in an amount at least equal to the fair market value
thereof; (y) the consideration received therefor shall be consideration that is
permitted to be received pursuant to the terms and provisions of the Senior
Subordinated Note Indenture; and (z) the proceeds of such Asset Sales shall be
applied as required by Section 2.13(a).

         6.8      CONSOLIDATED CAPITAL EXPENDITURES. Make or incur Consolidated
Capital Expenditures during any Fiscal Year in an aggregate amount in excess of
(1) $20,000,000 (as adjusted in accordance with the provisos hereto, the
"MAXIMUM CONSOLIDATED CAPITAL EXPENDITURES AMOUNT"), plus (2) the amount of any
Consolidated Capital Expenditures made or incurred during such Fiscal Year in
connection with the construction and outfitting of one new production facility
in the United States (provided that the amount of all Consolidated Capital
Expenditures permitted by this clause (2)

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during the term of this Agreement shall not exceed $10,000,000 in the
aggregate); provided that the Maximum Consolidated Capital Expenditures Amount
for any such Fiscal Year shall be increased by an amount equal to the excess, if
any, of the Maximum Consolidated Capital Expenditures Amount for the previous
Fiscal Year (other than Fiscal Year 2003) (prior to adjustment in accordance
with this proviso) over the actual amount of Consolidated Capital Expenditures
for such previous Fiscal Year; provided, further, that the Maximum Consolidated
Capital Expenditures Amount for each Fiscal Year shall be increased (1) with the
proceeds of any issuances of Securities not required to prepay the Loans (other
than Permitted Cure Securities) pursuant to Section 2.13(b) received by Company
or any of its Subsidiaries during such Fiscal Year or used to make Restricted
Junior Payments; and (2) by that part of Consolidated Excess Cash Flow
calculated for the immediately preceding Fiscal Year not required to be used to
prepay the Loans pursuant to Section 2.13(d); provided, further, that the
Maximum Consolidated Capital Expenditures Amount for any Fiscal Year shall be
further increased upon the consummation of a Permitted Acquisition by an amount
equal to 5% of the enterprise value of the assets acquired in connection with
such Permitted Acquisition.

         6.9      SALES AND LEASE-BACKS. Become or remain liable as lessee with
respect to any lease, entered into after the date hereof, whether an Operating
Lease or a Capital Lease, of any property (whether real, personal or mixed),
which Company or any of its Subsidiaries has sold or transferred or is to sell
or to transfer to any other Person (other than Company or any of its
Subsidiaries) (a "PERMITTED SALE LEASE-BACK TRANSACTION"); provided, Company and
its Subsidiaries may become and remain liable as lessee with respect to any such
lease if and to the extent that Company or any of its Subsidiaries would be
otherwise permitted to enter into ( or not otherwise be prohibited from), and
remain liable under, such lease hereunder; provided, further (i) the aggregate
amount of all such Permitted Sale/Lease-Back Transactions consummated after the
date hereof shall not exceed $20,000,000 at any time outstanding and (ii) the
proceeds of such Permitted Sale Lease-Back Transaction shall be applied as
required by Section 2.13(a).

         6.10     TRANSACTIONS WITH SHAREHOLDERS AND AFFILIATES. Enter into or
permit to exist any transaction (including the purchase, sale, lease or exchange
of any property or the rendering of any service) with any Affiliate of Company,
on terms that are less favorable to Company or that Subsidiary, as the case may
be, than those that might be obtained at the time from Persons who are not such
an Affiliate; provided, the foregoing restriction shall not apply, subject to
the other covenants contained hereunder, (a) to any transaction between Parent
and any of its Subsidiaries or between any of its Subsidiaries, (b) to the
payment of reasonable and customary fees paid to members of the Boards of
Directors of Parent and its Subsidiaries and reimbursement of reasonable
out-of-pocket expenses of directors, (c) to the payment of Management Fees, (d)
to the consummation of the transactions contemplated by the Related Agreements
and the payment of Transaction Costs, and (e) in respect of employment and
severance arrangements with directors, officers, employees and members of
management of Parent or any of its Subsidiaries in the ordinary course of
business, (f) transactions between Holdings and any of its Subsidiaries with
Co-Op Subsidiary or any Captive Insurance Subsidiary and (g) the transactions by
Parent and its Subsidiaries to the extent permitted under this Section 6.

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         6.11     AMENDMENTS OR WAIVERS OF CERTAIN DOCUMENTS

         (a)      AMENDMENTS OF ORGANIZATIONAL DOCUMENTS, CERTIFICATES OF
MERGER, MANAGEMENT AGREEMENT AND UNSECURED TERM LOAN AGREEMENT. (i) Amend any of
the organizational or constituent documents of any Credit Party in a manner
materially adverse to the Administrative Agent or the Lenders; (ii) amend,
modify or supplement the Certificates of Merger or waive or otherwise consent to
any change or departure from any of the terms or conditions of the Certificates
of Merger in any manner materially adverse to the Administrative Agent or the
Lenders; (iii) amend, modify or supplement the Management Agreement or waive or
otherwise consent to any change or departure from any of the terms or conditions
of the Management Agreement, in each case, in any manner that increases the fees
or other amounts payable thereunder; and (iv) amend or modify the Unsecured Term
Loan Agreement or waive or otherwise consent to any change or departure from any
of the terms or conditions of the Unsecured Term Loan Agreement in any manner
that is materially adverse to the Administrative Agent or the Lenders.

         (b)      AMENDMENTS OF DOCUMENTS RELATING TO SUBORDINATED INDEBTEDNESS.
Amend or otherwise change the redemption, prepayment, repurchase or defeasance
provisions of any Subordinated Indebtedness, change the subordination provisions
thereof (or of any guaranty thereof), or amend or change any other term if the
effect of such amendment or change, together with all other amendments or
changes made, is to increase materially the obligations of the obligor
thereunder or to confer any additional rights on the holders of such
Subordinated Indebtedness (or trustee or other representative on their behalf)
which would be materially adverse to Company or Lenders (other than the
execution and delivery by Holdings and/or any of its Subsidiaries of a
supplemental agreement pursuant to which such Subsidiary becomes a guarantor
thereunder so long as such Subsidiary is also a Guarantor hereunder).

         (c)      PREFERRED STOCK. Without the prior written approval of
Requisite Lenders, issue any preferred stock or permit any of its Subsidiaries
to issue any preferred stock; provided, however, that Holdings or Company shall
be permitted to issue preferred stock which does not provide for any payment or
redemption with respect thereto prior to the date of the final payment in full
in Cash of all of the non-contingent Obligations under this Agreement, provided
that immediately prior to and immediately after the issuance of such preferred
stock no Event of Default or Default under Section 8.1(k) shall have occurred
and be continuing.

         6.12     CONDUCT OF COMPANY BUSINESS. From and after the Closing Date,
Company shall not, nor shall it permit any of its Subsidiaries to, engage in any
business other than the businesses engaged in by Company and its Subsidiaries on
the Closing Date and any businesses reasonably related or ancillary thereto.

         6.13     SPECIAL COVENANTS OF HOLDINGS. From and after the Closing
Date, Holdings shall:

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         (a)      engage in no business or activities other than (i) owning 100%
of the issued and outstanding capital stock of Company, (ii) holding Cash and
Cash Equivalents, (iii) activities incidental thereto, (iv) as otherwise
required by mandatory provisions of law, (v) the consummation of the Acquisition
and the transactions contemplated by the Related Agreements, (vi) entering into
the Related Agreements to which it is a party, and (vii) as otherwise
specifically permitted hereunder; and

         (b)      not own or acquire any assets other than (i) 100% of the
issued and outstanding equity Securities of Company and (ii) as specifically
permitted hereunder.

         6.14     FISCAL YEAR. Change its Fiscal Year-end from the final
Saturday in the calendar year, provided, however, that Company may change its
Fiscal Year-end to December 31.

         6.15     SECURITIES OF COMPANY AND SUBSIDIARIES; RESTRICTIONS ON
SUBSIDIARIES.

         (a)      Create, incur, assume or suffer to exist any Lien on any
equity Securities of Company (other than non-consensual Liens arising solely by
operation of law) and the Liens contemplated by the Credit Documents.

         (b)      Create or otherwise cause or suffer to exist or become
effective any consensual encumbrance or restriction of any kind on the ability
of any such Subsidiary to (w) pay dividends or make any other distributions on
any of such Subsidiary's equity Securities owned by Company or any other
Subsidiary of Company, (x) repay or prepay any Indebtedness owed by such
Subsidiary to Company or any other Subsidiary of Company, (y) make loans or
advances to Company or any other Subsidiary of Company, or (z) transfer any of
its property or assets to Company or any other Subsidiary of Company except for
any agreement (A) in effect on the date hereof, (B) in existence at the time a
Subsidiary becomes a Subsidiary of Company so long as such agreement was not
entered into solely in contemplation of such Person becoming a Subsidiary, (C)
in existence at the time any assets were acquired by Company or any Subsidiary
of Company so long as such agreement was not entered into solely in
contemplation of the acquisition of such assets, (D) representing Indebtedness
which is permitted by Section 6.1; (E) in connection with any Asset Sale or
other sale of assets permitted hereunder, or (F) customary restrictions
contained in leases, subleases, licenses and sublicenses permitted hereunder.

         6.16     DESIGNATED SENIOR DEBT. Designate any other Indebtedness of
Company or any of its Subsidiaries as "Designated Senior Debt" (or any
comparable term) under, and as defined in, the Senior Subordinated Note
Indenture or any other applicable documentation governing Subordinated
Indebtedness. Notwithstanding any of the foregoing to the contrary, upon the
Termination Date, Company may designate Indebtedness with respect to the Senior
Unsecured Term Loan as "Designated Senior Debt" (or any comparable term) under
and as defined in, the Senior Subordinated Note Indenture or any other
applicable documentation governing Subordinated Indebtedness.

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SECTION 7. GUARANTY

         7.1      GUARANTY OF THE OBLIGATIONS. Subject to the provisions of
Section 7.2, Guarantors jointly and severally hereby irrevocably and
unconditionally guaranty the due and punctual payment in full of all Obligations
(including Hedge Agreements) of Company when the same shall become due, whether
at stated maturity, by required prepayment, declaration, acceleration, demand or
otherwise, including amounts that would become due but for the operation of the
automatic stay under Section 362(a) or any other provision of the Bankruptcy
Code (the "GUARANTEED OBLIGATIONS").

         7.2      LIMITATION ON AMOUNT GUARANTIED. (a) Anything contained herein
to the contrary notwithstanding, if any Fraudulent Transfer Law (as hereinafter
defined) is determined by a court of competent jurisdiction to be applicable to
the obligations of any Guarantor hereunder, such obligations of such Guarantor
hereunder shall be limited to a maximum aggregate amount equal to the largest
amount that would not render its obligations hereunder subject to avoidance as a
fraudulent transfer or conveyance under Section 548 of Title 11 of the United
States Code or any applicable provisions of comparable state law (collectively,
the "FRAUDULENT TRANSFER LAWS "), in each case after giving effect to all other
liabilities of such Guarantor, contingent or otherwise, that are relevant under
the Fraudulent Transfer Laws (specifically excluding, however, any liabilities
of such Guarantor (x) in respect of intercompany indebtedness to Company or
other affiliates of Company to the extent that such indebtedness would be
discharged in an amount equal to the amount paid by such Guarantor hereunder and
(y) under any guaranty of Subordinated Indebtedness which guaranty contains a
limitation as to maximum amount similar to that set forth in this Section
7.2(a), pursuant to which the liability of such Guarantor hereunder is included
in the liabilities taken into account in determining such maximum amount) and
after giving effect as assets to the value (as determined under the applicable
provisions of the Fraudulent Transfer Laws) of any rights to subrogation,
reimbursement, indemnification or contribution of such Guarantor pursuant to
applicable law or pursuant to the terms of any agreement (including any such
right of contribution hereunder).

         (b)      Guarantors under this Guaranty, together desire to allocate
among themselves, in a fair and equitable manner, their obligations arising
under this Guaranty. Accordingly, in the event any payment or distribution is
made on any date by any Guarantor under this Guaranty (a "FUNDING GUARANTOR")
that exceeds its Fair Share (as defined below) as of such date, that Funding
Guarantor shall be entitled to a contribution from each of the other Guarantors
in the amount of such other Guarantor's Fair Share Shortfall (as defined below)
as of such date, with the result that all such contributions will cause each
Guarantor's Aggregate Payments (as defined below) to equal its Fair Share as of
such date. "FAIR SHARE" means, with respect to a Guarantor as of any date of
determination, an amount equal to (i) the ratio of (x) the Adjusted Maximum
Amount (as defined below) with respect to such Guarantor to (y) the aggregate of
the Adjusted Maximum Amounts with respect to all Guarantors multiplied by (ii)
the aggregate amount paid or distributed on or before such date by all Funding
Guarantors under this Guaranty in respect of the obligations guarantied. "FAIR
SHARE SHORTFALL" means, with

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respect to a Guarantor as of any date of determination, the excess, if any, of
the Fair Share of such Guarantor over the Aggregate Payments of such Guarantor.
"ADJUSTED MAXIMUM AMOUNT" means, with respect to a Guarantor as of any date of
determination, the maximum aggregate amount of the obligations of such Guarantor
under this Guaranty determined as of such date, in the case of any Guarantor, in
accordance with Section 7.2(a); provided that, solely for purposes of
calculating the "Adjusted Maximum Amount" with respect to any Guarantor for
purposes of this Section 7.2(b), any assets or liabilities of such Guarantor
arising by virtue of any rights to subrogation, reimbursement or indemnification
or any rights to or obligations of contribution hereunder shall not be
considered as assets or liabilities of such Guarantor. "AGGREGATE PAYMENTS"
means, with respect to a Guarantor as of any date of determination, an amount
equal to (i) the aggregate amount of all payments and distributions made on or
before such date by such Guarantor in respect of this Guaranty (including in
respect of this Section 7.2(b)) minus (ii) the aggregate amount of all payments
received on or before such date by such Guarantor from the other Guarantors as
contributions under this Section 7.2(b). The amounts payable as contributions
hereunder shall be determined as of the date on which the related payment or
distribution is made by the applicable Funding Guarantor. The allocation among
Guarantors of their obligations as set forth in this Section 7.2(b) shall not be
construed in any way to limit the liability of any Guarantor hereunder.

         7.3      PAYMENT BY GUARANTORS. Subject to Section 7.2(a), Guarantors
hereby jointly and severally agree, in furtherance of the foregoing and not in
limitation of any other right which any Beneficiary may have at law or in equity
against any Guarantor by virtue hereof, that upon the failure of Company to pay
any of the Guaranteed Obligations when and as the same shall become due, whether
at stated maturity, by required prepayment, declaration, acceleration, demand or
otherwise (including amounts that would become due but for the operation of the
automatic stay under Section 362(a) or any other provision of the Bankruptcy
Code), Guarantors will upon demand pay, or cause to be paid, in Cash, to
Administrative Agent for the ratable benefit of Beneficiaries, an amount equal
to the sum of the unpaid principal amount of all Guaranteed Obligations then due
as aforesaid, accrued and unpaid interest on such Guaranteed Obligations
(including interest which, but for the filing of a petition in bankruptcy with
respect to Company, would have accrued on such Guaranteed Obligations, whether
or not a claim is allowed against Company for such interest in the related
bankruptcy proceeding) and all other Guaranteed Obligations then owed to
Beneficiaries as aforesaid.

         7.4      LIABILITY OF GUARANTORS ABSOLUTE. Each Guarantor agrees that,
to the maximum extent permitted by applicable law, its obligations hereunder are
irrevocable, absolute, independent and unconditional, and constitute primary
obligations of such Guarantor and not a contract of surety, and shall not be
affected by any circumstance which constitutes a legal or equitable discharge of
a guarantor or surety other than payment in full in Cash of the Guaranteed
Obligations. In furtherance of the foregoing and without limiting the generality
thereof, each Guarantor agrees that, to the maximum extent permitted by
applicable law,

         (a)      this Guaranty is a guaranty of payment when due and not of
collectibility;

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         (b)      the obligations of each Guarantor hereunder are independent of
the obligations of Company and the obligations of any other guarantor (including
any other Guarantor) of the obligations of Company, and a separate action or
actions may be brought and prosecuted against such Guarantor whether or not any
action is brought against Company or any of such other guarantors and whether or
not Company is joined in any such action or actions;

         (c)      payment by any Guarantor of a portion, but not all, of the
Guaranteed Obligations shall in no way limit, affect, modify or abridge any
Guarantor's liability for any portion of the Guaranteed Obligations which has
not been paid. Without limiting the generality of the foregoing, if
Administrative Agent is awarded a judgment in any suit brought to enforce any
Guarantor's covenant to pay a portion of the Guaranteed Obligations, such
judgment shall not be deemed to release such Guarantor from its covenant to pay
the portion of the Guaranteed Obligations that is not the subject of such suit,
and such judgment shall not, except to the extent satisfied by such Guarantor,
limit, affect, modify or abridge any other Guarantor's liability hereunder in
respect of the Guaranteed Obligations;

         (d)      any Beneficiary, upon such terms as it deems appropriate,
without notice or demand and without affecting the validity or enforceability
hereof or giving rise to any reduction, limitation, impairment, discharge or
termination of any Guarantor's liability hereunder, from time to time may (i)
renew, extend, accelerate, increase the rate of interest on, or otherwise change
the time, place, manner or terms of payment of the Guaranteed Obligations; (ii)
settle, compromise, release or discharge, or accept or refuse any offer of
performance with respect to, or substitutions for, the Guaranteed Obligations or
any agreement relating thereto and/or subordinate the payment of the same to the
payment of any other obligations; (iii) request and accept other guaranties of
the Guaranteed Obligations and take and hold security for the payment of this
Guaranty or the Guaranteed Obligations; (iv) release, surrender, exchange,
substitute, compromise, settle, rescind, waive, alter, subordinate or modify,
with or without consideration, any security for payment of the Guaranteed
Obligations, any other guaranties of the Guaranteed Obligations, or any other
obligation of any Person (including any other Guarantor) with respect to the
Guaranteed Obligations (provided that no Credit Document to which such Guarantor
is a party may be amended without its written consent); (v) enforce and apply
any security now or hereafter held by or for the benefit of such Beneficiary in
respect of this Guaranty or the Guaranteed Obligations and direct the order or
manner of sale thereof, or exercise any other right or remedy that such
Beneficiary may have against any such security, in each case as such Beneficiary
in its discretion may determine consistent with this Agreement or the applicable
Hedge Agreement and any applicable security agreement, including foreclosure on
any such security pursuant to one or more judicial or nonjudicial sales, whether
or not every aspect of any such sale is commercially reasonable, and even though
such action operates to impair or extinguish any right of reimbursement or
subrogation or other right or remedy of any Guarantor against Company or any
security for the Guaranteed Obligations; and (vi) exercise any other rights
available to it under the Credit Documents or the applicable Hedge Agreements;
and

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         (e)      this Guaranty and the obligations of Guarantors hereunder
shall be valid and enforceable and shall not be subject to any reduction,
limitation, impairment, discharge or termination for any reason (other than
payment in full in Cash of the Guaranteed Obligations), including the occurrence
of any of the following, whether or not any Guarantor shall have had notice or
knowledge of any of them: (i) any failure or omission to assert or enforce or
agreement or election not to assert or enforce, or the stay or enjoining, by
order of court, by operation of law or otherwise, of the exercise or enforcement
of, any claim or demand or any right, power or remedy (whether arising under the
Credit Documents or the Hedge Agreements, at law, in equity or otherwise) with
respect to the Guaranteed Obligations or any agreement relating thereto, or with
respect to any other guaranty of or security for the payment of the Guaranteed
Obligations; (ii) any rescission, waiver, amendment or modification of, or any
consent to departure from, any of the terms or provisions (including provisions
relating to events of default) of this Agreement, any of the other Credit
Documents, any of the Hedge Agreements or any agreement or instrument executed
pursuant thereto, or of any other guaranty or security for the Guaranteed
Obligations, in each case whether or not in accordance with the terms of this
Agreement or such Credit Document, such Hedge Agreement or any agreement
relating to such other guaranty or security (provided that no Credit Document to
which such Guarantor is a party may be amended without its written consent);
(iii) the Guaranteed Obligations, or any agreement relating thereto, at any time
being found to be illegal, invalid or unenforceable in any respect; (iv) the
application of payments received from any source (other than payments received
pursuant to the other Credit Documents or any of the Hedge Agreements or from
the proceeds of any security for the Guaranteed Obligations, except to the
extent such security also serves as collateral for indebtedness other than the
Guaranteed Obligations) to the payment of indebtedness other than the Guaranteed
Obligations, even though any Beneficiary might have elected to apply such
payment to any part or all of the Guaranteed Obligations; (v) any Beneficiary's
consent to the change, reorganization or termination of the corporate structure
or existence of Company or any of its Subsidiaries and to any corresponding
restructuring of the Guaranteed Obligations; (vi) any failure to perfect or
continue perfection of a security interest in any collateral which secures any
of the Guaranteed Obligations; (vii) any defenses, set-offs or counterclaims
which Company may allege or assert against any Beneficiary in respect of the
Guaranteed Obligations, including failure of consideration, breach of warranty,
statute of frauds, statute of limitations, accord and satisfaction and usury;
and (viii) any other act or thing or omission, or delay to do any other act or
thing, which may or might in any manner or to any extent vary the risk of any
Guarantor as an obligor in respect of the Guaranteed Obligations.

         7.5      Waivers by Guarantors. Each Guarantor hereby waives, for the
benefit of Beneficiaries, to the maximum extent permitted by applicable law: (a)
any right to require any Beneficiary, as a condition of payment or performance
by such Guarantor, to (i) proceed against Company, any other guarantor
(including any other Guarantor) of the Guaranteed Obligations or any other
Person, (ii) proceed against or exhaust any security held from Company, any such
other guarantor or any other Person, (iii) proceed against or have resort to any
balance of any deposit account or credit on the books of any Beneficiary in
favor of Company or any other Person, or (iv) pursue any other remedy in

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the power of any Beneficiary whatsoever; (b) any defense arising by reason of
the incapacity, lack of authority or any disability or other defense of Company
including any defense based on or arising out of the lack of validity or the
unenforceability of the Guaranteed Obligations or any agreement or instrument
relating thereto or by reason of the cessation of the liability of Company from
any cause other than payment in full in Cash of the Guaranteed Obligations; (c)
any defense based upon any statute or rule of law which provides that the
obligation of a surety must be neither larger in amount nor in other respects
more burdensome than that of the principal; (d) any defense based upon any
Beneficiary's errors or omissions in the administration of the Guaranteed
Obligations, except behavior which amounts to gross negligence or willful
misconduct or bad faith; (e) (i) any principles or provisions of law, statutory
or otherwise, which are or might be in conflict with the terms hereof and any
legal or equitable discharge of such Guarantor's obligations hereunder, (ii) the
benefit of any statute of limitations affecting such Guarantor's liability
hereunder or the enforcement hereof, (iii) any rights to set-offs, recoupments
and counterclaims, and (iv) promptness, diligence and any requirement that any
Beneficiary protect, secure, perfect or insure any security interest or lien or
any property subject thereto; (f) notices, demands, presentments, protests,
notices of protest, notices of dishonor and notices of any action or inaction,
including acceptance hereof, notices of default under this Agreement, the Hedge
Agreements or any agreement or instrument related thereto, notices of any
renewal, extension or modification of the Guaranteed Obligations or any
agreement related thereto, notices of any extension of credit to Company and
notices of any of the matters referred to in Section 7.4 and any right to
consent to any thereof; and (g) any defenses or benefits that may be derived
from or afforded by law which limit the liability of or exonerate guarantors or
sureties, or which may conflict with the terms hereof (other than payment in
full in Cash of the Guaranteed Obligations).

         7.6      GUARANTORS' RIGHTS OF SUBROGATION, CONTRIBUTION, ETC. Each
Guarantor hereby waives, until the Termination Date, any claim, right or remedy,
direct or indirect, that such Guarantor now has or may hereafter have against
Company or any of its assets in connection herewith or the performance by such
Guarantor of its obligations hereunder, in each case whether such claim, right
or remedy arises in equity, under contract, by statute under common law or
otherwise and including (a) any right of subrogation, reimbursement or
indemnification that such Guarantor now has or may hereafter have against
Company, (b) any right to enforce, or to participate in, any claim, right or
remedy that any Beneficiary now has or may hereafter have against Company, and
(c) any benefit of, and any right to participate in, any collateral or security
now or hereafter held by any Beneficiary. In addition, until the Termination
Date, each Guarantor shall withhold exercise of any right of contribution such
Guarantor may have against any other guarantor (including any other Guarantor)
of the Guaranteed Obligations (including any such right of contribution under
Section 7.2(b)). Each Guarantor further agrees that, to the extent the waiver or
agreement to withhold the exercise of its rights of subrogation, reimbursement,
indemnification and contribution as set forth herein is found by a court of
competent jurisdiction to be void or voidable for any reason, any rights of
subrogation, reimbursement or indemnification such Guarantor may have against
Company or against any collateral or security, and any rights of

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contribution such Guarantor may have against any such other guarantor, shall be
junior and subordinate to any rights any Beneficiary may have against Company,
to all right, title and interest any Beneficiary may have in any such collateral
or security, and to any right any Beneficiary may have against such other
guarantor. If any amount shall be paid to any Guarantor on account of any such
subrogation, reimbursement, indemnification or contribution rights at any time
when the Termination Date shall not have occurred, such amount shall be held in
trust for Administrative Agent on behalf of Beneficiaries and shall forthwith be
paid over to Administrative Agent for the benefit of Beneficiaries to be
credited and applied against the Guaranteed Obligations, whether matured or
unmatured, in accordance with the terms hereof.

         7.7      SUBORDINATION OF OTHER OBLIGATIONS. Any Indebtedness of
Company or any Guarantor now or hereafter held by any Guarantor (the "Obligee
Guarantor") is hereby subordinated in right of payment to the Guaranteed
Obligations, and any such indebtedness collected or received by the Obligee
Guarantor after an Event of Default has occurred and is continuing shall be held
in trust for Administrative Agent on behalf of Beneficiaries and shall forthwith
be paid over to Administrative Agent for the benefit of Beneficiaries to be
credited and applied against the Guaranteed Obligations but without affecting,
impairing or limiting in any manner the liability of the Obligee Guarantor under
any other provision hereof.

         7.8      CONTINUING GUARANTY. This Guaranty is a continuing guaranty
and shall remain in effect until the Termination Date. Each Guarantor hereby
irrevocably waives any right to revoke this Guaranty as to future transactions
giving rise to any Guaranteed Obligations.

         7.9      AUTHORITY OF GUARANTORS OR COMPANY. It is not necessary for
any Beneficiary to inquire into the capacity or powers of any Guarantor or
Company or the officers, directors or any agents acting or purporting to act on
behalf of any of them.

         7.10     FINANCIAL CONDITION OF COMPANY AND GUARANTORS. Any Credit
Extension may be granted to Company or continued from time to time, and any
Hedge Agreements may be entered into from time to time, in each case without
notice to or authorization from any Guarantor regardless of the financial or
other condition of Company or any other Guarantor at the time of any such grant
or continuation or at the time such Hedge Agreement is entered into, as the case
may be. No Beneficiary shall have any obligation to disclose or discuss with any
Guarantor its assessment, or any Guarantor's assessment, of the financial
condition of Company or any other Guarantor. Each Guarantor has adequate means
to obtain information from Company and each other Guarantor on a continuing
basis concerning the financial condition of Company or such other Guarantor and
its ability to perform its obligations under the Credit Documents and the Hedge
Agreements, and each Guarantor assumes the responsibility for being and keeping
informed of the financial condition of Company and each other Guarantor and of
all circumstances bearing upon the risk of nonpayment of the Guaranteed
Obligations. Each Guarantor hereby waives and relinquishes any duty on the part
of any Beneficiary

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to disclose any matter, fact or thing relating to the business, operations or
conditions of Company or any other Guarantor now known or hereafter known by any
Beneficiary.

         7.11     BANKRUPTCY, ETC. (a) The obligations of Guarantors hereunder
shall not be reduced, limited, impaired, discharged, deferred, suspended or
terminated by any proceeding, voluntary or involuntary, involving the
bankruptcy, insolvency, receivership, reorganization, liquidation or arrangement
of Company or by any defense which Company may have by reason of the order,
decree or decision of any court or administrative body resulting from any such
proceeding.

         (b)      Each Guarantor acknowledges and agrees that any interest on
any portion of the Guaranteed Obligations which accrues after the commencement
of any proceeding referred to in clause (a) above (or, if interest on any
portion of the Guaranteed Obligations ceases to accrue by operation of law by
reason of the commencement of said proceeding, such interest as would have
accrued on such portion of the Guaranteed Obligations if said proceedings had
not been commenced) shall be included in the Guaranteed Obligations because it
is the intention of Guarantors and Beneficiaries that the Guaranteed Obligations
which are guarantied by Guarantors pursuant hereto should be determined without
regard to any rule of law or order which may relieve Company of any portion of
such Guaranteed Obligations. Guarantors will permit any trustee in bankruptcy,
receiver, debtor in possession, assignee for the benefit of creditors or similar
person to pay Administrative Agent, or allow the claim of Administrative Agent
in respect of, any such interest accruing after the date on which such
proceeding is commenced.

         (c)      In the event that all or any portion of the Guaranteed
Obligations are paid by Company, the obligations of Guarantors hereunder shall
continue and remain in full force and effect or be reinstated, as the case may
be, in the event that all or any part of such payment(s) are rescinded or
recovered directly or indirectly from any Beneficiary as a preference,
fraudulent transfer or otherwise, and any such payments which are so rescinded
or recovered shall constitute Guaranteed Obligations for all purposes hereunder;
provided that interest or fees on any such reinstated Guaranteed Obligations
shall not be payable for the period during which the Beneficiaries were paid
such funds until the date such funds were returned.

         7.12     DISCHARGE OF GUARANTY UPON SALE OF GUARANTOR. If all of the
stock of any Guarantor or any of its successors in interest hereunder shall be
sold or otherwise disposed of (including by merger or consolidation) in an Asset
Sale not prohibited by this Agreement or otherwise consented to by Requisite
Lenders, the Guaranty of such Guarantor or such successor in interest, as the
case may be, hereunder shall automatically be discharged and released without
any further action by any Beneficiary or any other Person effective as of the
time of such Asset Sale.

SECTION 8. EVENTS OF DEFAULT

         8.1      EVENTS OF DEFAULT. If any one or more of the following
conditions or events shall occur:

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         (a)      failure by Company to pay (i) any installment of principal of
any Loan when due, whether at stated maturity, by acceleration, by notice of
voluntary prepayment, by mandatory prepayment or otherwise; (ii) when due any
amount payable to Issuing Bank in reimbursement of any drawing under a Letter of
Credit; or (iii) any interest on any Loan or any fee or any other amount due
hereunder within five (5) days after the date due; or

         (b)      (i) failure of Holdings, Company or any of its Subsidiaries to
pay when due any principal of or interest on or any other amount payable in
respect of one or more items of Indebtedness (other than Indebtedness referred
to in Section 8.1 (a)) with an aggregate principal amount of $20,000,000 or more
beyond the end of any grace period provided therefor; or (ii) breach or default
by Holdings, Company or any of its Subsidiaries with respect to any other
material term of (1) one or more items of Indebtedness in the aggregate
principal amount referred to in clause (i) above or (2) any loan agreement,
mortgage, indenture or other agreement relating to such item(s) of Indebtedness,
if the effect of such breach or default is to cause, or to permit the holder or
holders of that indebtedness (or a trustee on behalf of such holder or holders)
to cause, that Indebtedness to become or be declared due and payable prior to
its stated maturity (upon the giving or receiving of notice, lapse of time,
both, or otherwise); or

         (c)      failure of Company to perform or comply with any term or
condition contained in Section 2.5, Section 5.1(h), Section 5.2 (with respect to
Holdings or the Company only), Section 5.10 or Section 6 hereof; provided that
any Event of Default under Section 6.6 is subject to cure as contemplated by
Section 8.3; or

         (d)      any representation, warranty or certification made or deemed
made by Holdings, Company or any of its Subsidiaries in any Credit Document or
in any statement or certificate at any time given by Holdings, Company or any of
its Subsidiaries in writing pursuant hereto or thereto or in connection herewith
or therewith shall be false in any material respect on the date as of which made
or deemed made; or

         (e)      any Credit Party shall default in the performance of or
compliance with any term contained herein or in any of the other Credit
Documents, other than any such term referred to in any other provision of this
Section 8.1, and such default shall not have been remedied or waived within
thirty (30) days after receipt by Company of notice from Administrative Agent or
any Lender of such default; or

         (f)      (i) a court having jurisdiction in the premises shall enter a
decree or order for relief in respect of Holdings, Company or any of its
Material Subsidiaries (or any group of Company's Subsidiaries that, taken as a
whole, would constitute a Material Subsidiary) in an involuntary case under the
Bankruptcy Code or under any other applicable bankruptcy, insolvency or similar
law now or hereafter in effect, which decree or order is not stayed; or any
other similar relief shall be granted under any applicable federal or state law;
or (ii) an involuntary case shall be commenced against Holdings, Company or any
of its Material Subsidiaries (or any group of Company's Subsidiaries that, taken
as a whole, would constitute a Material Subsidiary) under the Bankruptcy

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Code or under any other applicable bankruptcy, insolvency or similar law now or
hereafter in effect; or a decree or order of a court having jurisdiction in the
premises for the appointment of a receiver, liquidator, sequestrator, trustee,
custodian or other officer having similar powers over Holdings, Company or any
of its Material Subsidiaries (or any group of Company's Subsidiaries that, taken
as a whole, would constitute a Material Subsidiary), or over all or a
substantial part of its property, shall have been entered; or there shall have
occurred the involuntary appointment of an interim receiver, trustee or other
custodian of Holdings, Company or any of its Material Subsidiaries (or any group
of Company's Subsidiaries that, taken as a whole, would constitute a Material
Subsidiary) for all or a substantial part of its property; or a warrant of
attachment, execution or similar process shall have been issued against any
substantial part of the property of Holdings, Company or any of its Material
Subsidiaries (or any group of Company's Subsidiaries that, taken as a whole,
would constitute a Material Subsidiary), and any such event described in this
clause (ii) shall continue for sixty (60) days unless dismissed, bonded or
discharged; or

         (g)      (i) Holdings, Company or any of its Material Subsidiaries (or
any group of Company's Subsidiaries that, taken as a whole, would constitute a
Material Subsidiary) shall have an order for relief entered with respect to it
or commence a voluntary case under the Bankruptcy Code or under any other
applicable bankruptcy, insolvency or similar law now or hereafter in effect, or
shall consent to the entry of an order for relief in an involuntary case, or to
the conversion of an involuntary case to a voluntary case, under any such law,
or shall consent to the appointment of or taking possession by a receiver,
trustee or other custodian for all or a substantial part of its property and
such appointment continues undischarged or unstayed for sixty (60) days; or
Holdings, Company or any of its Material Subsidiaries (or any group of Company's
Subsidiaries that, taken as a whole, would constitute a Material Subsidiary)
shall make any assignment for the benefit of creditors; or (ii) Holdings,
Company or any of its Material Subsidiaries (or any group of Company's
Subsidiaries that, taken as a whole, would constitute a Material Subsidiary)
shall be unable, or shall fail generally, or shall admit in writing its
inability, to pay its debts as such debts become due; or the Board of Directors
of Holdings, Company or any of its Material Subsidiaries (or any group of
Company's Subsidiaries that, taken as a whole, would constitute a Material
Subsidiary) (or any committee thereof) shall adopt any resolution or otherwise
authorize any action to approve any of the actions referred to in this Section
8.1(g); or

         (h)      any money judgment, writ or warrant of attachment or similar
process involving individually or in the aggregate at any time an amount in
excess of $20,000,000 (in either case not adequately covered by insurance as to
which the insurance company has not denied coverage) shall be entered or filed
against Holdings, Company or any of its Subsidiaries or any of their respective
assets and shall remain undischarged, unvacated, unbonded or unstayed for a
period of sixty (60) days; or

         (i)      any order, judgment or decree shall be entered against
Holdings, Company or any of its Subsidiaries decreeing the dissolution or split
up of Holdings, Company or

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that Subsidiary and such order shall remain undischarged or unstayed for a
period in excess of thirty (30) days; or

         (j)      (i) the Company and any of its Subsidiaries or ERISA
Affiliates are required to contribute or pay during any year an aggregate amount
to one or more Multiemployer Plans which could reasonably be expected to have a
Material Adverse Effect; (ii) there shall occur one or more ERISA Events, other
than any ERISA Events with respect of Multiemployer Plans, which individually or
in the aggregate result in liability of Company, any of its Subsidiaries or any
of their respective ERISA Affiliates in excess of $15,000,000 during the term
hereof; (iii) there shall exist an amount of Unfunded Benefit Liabilities
individually or in the aggregate for all Pension Plans (excluding for purposes
of such computation any Pension Plans with respect to which assets exceed
liabilities), which exceeds $15,000,000; or (iv) circumstances exist which may
reasonably give rise to a lien under ERISA with respect to any Pension Plan; or

         (k)      a Change of Control shall have occurred; or

         (l)      at any time after the execution and delivery thereof, (i) the
Guaranty, for any reason other than the satisfaction in full of all
non-contingent Obligations in Cash, ceases to be in full force and effect or is
declared to be null and void or any Credit Party denies in writing that it has
any further liability, including with respect to future advances by Lenders,
under any Credit Document to which it is a party, or (ii) any Collateral
Document shall cease to be in full force and effect (other than by reason of a
release of Collateral thereunder in accordance with the terms hereof or thereof,
the satisfaction in full in Cash of the non-contingent Obligations or any other
termination of such Collateral Document in accordance with the terms hereof or
thereof) or shall be declared null and void; or the validity or enforceability
thereof shall be contested in writing by any Credit Party; or Collateral Agent
shall not have or shall cease to have a valid security interest in any
Collateral purported to be covered thereby, perfected and with the priority
required by the relevant Collateral Document subject to Permitted Liens, for any
reason other than the failure of Collateral Agent or any Lender to take any
action within its control, subject only to Permitted Liens; or

         (m)      the Mergers shall fail to take place by 5:00 p.m. Eastern Time
on December 22, 2003;

THEN (1) upon the occurrence of any Event of Default described in Section 8.1(f)
or 8.1(g), each of (A) the unpaid principal amount of and accrued interest on
the Loans, (B) an amount equal to the maximum amount that may at any time be
drawn under all Letters of Credit then outstanding (whether or not any
beneficiary under any such Letter of Credit shall have presented, or shall be
entitled at such time to present, the drafts or other documents or certificates
required to draw under such Letter of Credit), and (C) all other Obligations
shall automatically become immediately due and payable, without presentment,
demand, protest or other requirements of any kind, all of which are hereby
expressly waived by each Credit Party, and the obligation of each Lender to make
any Loan, the obligation of Issuing Bank to issue any Letter of Credit and the
right of any

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Lender to issue any Letter of Credit hereunder shall thereupon terminate, and
(2) upon the occurrence and during the continuation of any other Event of
Default, Administrative Agent shall, upon the written request or with the
written consent of Requisite Lenders, by written notice to Company, declare all
or any portion of the amounts described in clauses (A) through (C) above to be,
and the same shall forthwith become, immediately due and payable, and the
obligation of each Lender to make any Loan, the obligation of Issuing Bank to
issue any Letter of Credit and the right of any Lender to issue any Letter of
Credit hereunder shall thereupon terminate; provided, the foregoing shall not
affect in any way the obligations of Lenders under Section 2.3 or the
obligations of Lenders to purchase participations in any unpaid Swing Line Loans
as provided in Section 2.2(c).

         Company shall at such time deposit any amounts described in clause (B)
above in one or more cash collateral accounts opened by the Administrative
Agent. Company hereby grants to the Administrative Agent, for the benefit of the
Issuing Bank and each Lender with a participation in such Letters of Credit, a
security interest in such cash collateral to secure all Obligations. Any amounts
held in such cash collateral account shall be applied by the Administrative
Agent to the payment of drafts drawn under such Letters of Credit issued for the
account of Company, and the unused portion thereof after all such Letters of
Credit shall have expired, been fully drawn upon or back-stopped, if any, shall
(i) to the extent an Event of Default then exists, be applied to repay the other
Obligations or (ii) shall otherwise be immediately returned to Company. After
all such Letters of Credit shall have expired, been fully drawn upon or
back-stopped and all non-contingent Obligations shall have been satisfied and
paid in full in Cash, the balance, if any, in such cash collateral account shall
be returned to Company. Company shall execute and deliver to the Administrative
Agent, for the account of the relevant Issuing Bank and the Lenders with
participations in such Letters of Credit, such further documents and instruments
as the Administrative Agent may request to evidence the creation and perfection
of the within security interest in such cash collateral account.

         8.2      CERTAIN OPTION OF LENDERS. Notwithstanding anything contained
in Section 8.1, if at any time within sixty (60) days after an acceleration of
the Loans pursuant to such Section, Company shall pay all arrears of interest
and all payments on account of principal which shall have become due otherwise
than as a result of such acceleration (with interest on principal and, to the
extent permitted by law, on overdue interest, at the rates specified herein) and
all Events of Default and Defaults (other than non-payment of the principal of
and accrued interest on the Loans, in each case which is due and payable solely
by virtue of acceleration) shall be remedied or waived pursuant to Section 10.5,
then Requisite Lenders, by written notice to Company, may at their option
rescind and annul such acceleration and its consequences; but such action shall
not affect any subsequent Event of Default or Default or impair any right
consequent thereon. The provisions of this Section 8.2 are intended merely to
bind Lenders to a decision which may be made at the election of Requisite
Lenders and are not intended, directly or indirectly, to benefit Company, and
such provisions shall not at any time be construed so as to grant Company the
right to require Lenders to rescind or annul any acceleration hereunder or to
preclude Administrative Agent or Lenders from exercising any of the

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rights or remedies available to them under any of the Credit Documents, even if
the conditions set forth in this Section 8.2 are met.

         8.3      COMPANY'S RIGHT TO CURE FINANCIAL PERFORMANCE COVENANTS.
Notwithstanding anything to the contrary contained in Section 8.1, in the event
that Company fails to comply with the requirements of any Financial Performance
Covenant, until the 10th day subsequent to delivery of the related Compliance
Certificate, Holdings shall have the right, but in any event no more than (i)
two (2) times in any twelve-month period and (ii) four (4) times from the
Closing Date to the date of determination, to issue Permitted Cure Securities
for cash or otherwise receive cash contributions to the capital of Holdings, in
either case in an aggregate amount equal to the lesser of (a) the amount
necessary to cure the relevant failure to comply with all the Financial
Performance Covenants and (b) $20,000,000, and, in each case, to contribute any
such cash to the capital of Company (collectively, the "CURE RIGHT"), and upon
the receipt by Company of such cash (the "CURE AMOUNT") pursuant to the exercise
by Holdings of such Cure Right such Financial Performance Covenant shall be
recalculated giving effect to the following pro forma adjustments:

                  (i)      Consolidated EBITDA shall be increased, in accordance
         with the definition thereof, solely for the purpose of measuring the
         Financial Performance Covenants and not for any other purpose under
         this Agreement, by an amount equal to the Cure Amount;

                  (ii)     if, after giving effect to the foregoing
         recalculations, Company shall then be in compliance with the
         requirements of all Financial Performance Covenants, Company shall be
         deemed to have satisfied the requirements of the Financial Performance
         Covenants as of the relevant date of determination with the same effect
         as though there had been no failure to comply therewith at such date,
         and the applicable breach or default of the Financial Performance
         Covenants which had occurred shall be deemed cured for all purposes of
         the Agreement; and

                  (iii)    to the extent that the Cure Amount proceeds are used
         to repay Indebtedness, such Indebtedness shall not be deemed to have
         been repaid for purposes of calculating the Leverage Ratio for the
         period with respect to which such Compliance Certificate applies.

SECTION 9. AGENTS

         9.1      APPOINTMENT OF AGENTS. GSCP is hereby appointed Co-Syndication
Agent and a Joint Lead Arranger hereunder, and each Lender hereby authorizes
Co-Syndication Agent and such Joint Lead Arranger to act as its agent in
accordance with the terms hereof and the other Credit Documents. UBSS is hereby
appointed a Co-Syndication Agent and a Joint Lead Arranger hereunder and each
Lender hereby authorizes such Joint Lead Arranger to act as its agent in
accordance with the terms hereof and the other Credit Documents. Each of GE
Capital and CIT is hereby appointed a Co-Documentation Agent hereunder and each
Lender hereby authorizes such Documentation Agent to act as its agent in
accordance with the terms hereof and the

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other Credit Documents. DBNY is hereby appointed Administrative Agent hereunder
and under the other Credit Documents and each Lender hereby authorizes
Administrative Agent to act as its agent in accordance with the terms hereof and
the other Credit Documents. Each Agent hereby agrees to act upon the express
conditions contained herein and in the other Credit Documents, as applicable.
The provisions of this Section 9 are solely for the benefit of Agents and
Lenders and no Credit Party shall have any rights as a third party beneficiary
of any of the provisions thereof, except as provided in Sections 9.7 and 9.8. In
performing its functions and duties hereunder, each Agent shall act solely as an
agent of Lenders and does not assume and shall not be deemed to have assumed any
obligation towards or relationship of agency or trust with or for Holdings,
Company or any of their respective Subsidiaries, except as provided in Section
2.6 as to Administrative Agent with respect to maintaining the Register.
Co-Syndication Agents and Co-Documentation Agents, without consent of or notice
to any party hereto, may assign any and all of their respective rights or
obligations hereunder to any of their respective Affiliates. As of the Closing
Date, neither GSCP, in its capacity as Co-Syndication Agent and a Joint Lead
Arranger, UBSS as Co-Syndication Agent and a Joint Lead Arranger, nor GE Capital
and CIT as Co-Documentation Agents shall have any obligations but shall be
entitled to all benefits of this Section 9.

         9.2      POWERS AND DUTIES. Each Lender irrevocably authorizes each
Agent to take such action on such Lender's behalf and to exercise such powers,
rights and remedies hereunder and under the other Credit Documents as are
specifically delegated or granted to such Agent by the terms hereof and thereof,
together with such powers, rights and remedies as are reasonably incidental
thereto. Each Agent shall have only those duties and responsibilities that are
expressly specified herein and in the other Credit Documents. Each Agent may
exercise such powers, rights and remedies and perform such duties by or through
its agents or employees. No Agent shall have, by reason hereof or of any of the
other Credit Documents, a fiduciary relationship in respect of any Lender; and
nothing herein or in any of the other Credit Documents, expressed or implied, is
intended to or shall be so construed as to impose upon any Agent any obligations
in respect hereof or of any of the other Credit Documents except as expressly
set forth herein or therein.

         9.3      GENERAL IMMUNITY. (a) No Agent shall be responsible to any
Lender for the execution, effectiveness, genuineness, validity, enforceability,
collectibility or sufficiency hereof or of any other Credit Document or for any
representations, warranties, recitals or statements made herein or therein or
made in any written or oral statements or in any financial or other statements,
instruments, reports or certificates or any other documents furnished or made by
any Agent to Lenders or by or on behalf of Company to any Agent or any Lender in
connection with the Credit Documents and the transactions contemplated thereby
or for the financial condition or business affairs of any Credit Party or any
other Person liable for the payment of any Obligations, nor shall any Agent be
required to ascertain or inquire as to the performance or observance of any of
the terms, conditions, provisions, covenants or agreements contained in any of
the Credit Documents or as to the use of the proceeds of the Loans or as to the
existence or possible existence of any Event of Default or Default. Anything
contained herein to the contrary notwithstanding, Administrative Agent shall not
have any liability arising from

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confirmations of the amount of outstanding Loans or the Letter of Credit Usage
or the component amounts thereof.

         (b)      None of Agents nor any of their respective officers, partners,
directors, employees or agents shall be liable to Lenders for any action taken
or omitted by any Agent under or in connection with any of the Credit Documents
except to the extent caused by such Agent's gross negligence or willful
misconduct. Each Agent shall be entitled to refrain from any act or the taking
of any action (including the failure to take an action) in connection herewith
or with any of the other Credit Documents or from the exercise of any power,
discretion or authority vested in it hereunder or thereunder unless and until
such Agent shall have received instructions in respect thereof from Requisite
Lenders (or such other Lenders as may be required to give such instructions
under Section 10.5) and, upon receipt of such instructions from Requisite
Lenders (or such other Lenders, as the case may be), such Agent shall be
entitled to act or (where so instructed) refrain from acting, or to exercise
such power, discretion or authority, in accordance with such instructions.
Without prejudice to the generality of the foregoing, (i) each Agent shall be
entitled to rely, and shall be fully protected in relying, upon any
communication, instrument or document believed by it to be genuine and correct
and to have been signed or sent by the proper person or persons, and shall be
entitled to rely and shall be protected in relying on opinions and judgments of
attorneys (who may be attorneys for Company and its Subsidiaries), accountants,
experts and other professional advisors selected by it; and (ii) no Lender shall
have any right of action whatsoever against any Agent as a result of such Agent
acting or (where so instructed) refraining from acting hereunder or under any of
the other Credit Documents in accordance with the instructions of Requisite
Lenders (or such other Lenders as may be required to give such instructions
under Section 10.5).

         9.4      AGENT ENTITLED TO ACT AS LENDER. The agency hereby created
shall in no way impair or affect any of the rights and powers of, or impose any
duties or obligations upon, any Agent in its individual capacity as a Lender
hereunder. With respect to its participation in the Loans and the Letters of
Credit, each Agent shall have the same rights and powers hereunder as any other
Lender and may exercise the same as though it were not performing the duties and
functions delegated to it hereunder, and the term "Lender" or "Lenders" or any
similar term shall, unless the context clearly otherwise indicates, include each
Agent in its individual capacity. Any Agent and its Affiliates may accept
deposits from, lend money to and generally engage in any kind of banking, trust,
financial advisory or other business with Company or any of its Affiliates as if
it were not performing the duties specified herein, and may accept fees and
other consideration from Company for services in connection herewith and
otherwise without having to account for the same to Lenders.

         9.5      LENDERS' REPRESENTATIONS AND WARRANTIES.

         (a)      Each Lender, by delivering its signature page to this
Agreement or a Joinder Agreement and funding its Tranche B Term Loan and/or
Revolving Loans on the Closing Date or by the funding of any New Loans, as the
case may be, shall be deemed to

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have acknowledged receipt of, and consented to and approved, each Credit
Document and each other document required to be approved by any Agent, Requisite
Lenders or Lenders, as applicable on the Closing Date or as of the date of
funding of such New Loans.

         (b)      Each Lender represents and warrants that it has made its own
independent investigation of the financial condition and affairs of Company and
its Subsidiaries in connection with the Credit Extensions thereof hereunder and
that it has made and shall continue to make its own appraisal of the
creditworthiness of Company and its Subsidiaries. No Agent shall have any duty
or responsibility, either initially or on a continuing basis, to make any such
investigation or any such appraisal on behalf of Lenders or to provide any
Lender with any credit or other information with respect thereto, whether coming
into its possession before the making of the Loans or at any time or times
thereafter, and no Agent shall have any responsibility with respect to the
accuracy of or the completeness of any information provided to Lenders.

         9.6      RIGHT TO INDEMNITY. Each Lender, in proportion to its Pro Rata
Share, severally agrees to indemnify each Agent, to the extent that such Agent
shall not have been reimbursed by Company, for and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses (including counsel fees and disbursements) or disbursements of
any kind or nature whatsoever which may be imposed on, incurred by or asserted
against such Agent in exercising its powers, rights and remedies or performing
its duties hereunder or under the other Credit Documents or otherwise in its
capacity as such Agent in any way relating to or arising out hereof or of the
other Credit Documents; provided, no Lender shall be liable for any portion of
such liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements resulting from such Agent's gross
negligence or willful misconduct. If any indemnity furnished to any Agent for
any purpose shall, in the opinion of such Agent, be insufficient or become
impaired, such Agent may call for additional indemnity and cease, or not
commence, to do the acts indemnified against until such additional indemnity is
furnished; provided, in no event shall this sentence require any Lender to
indemnify any Agent against any liability, obligation, loss, damage, penalty,
action, judgment, suit, cost, expense or disbursement in excess of such Lender's
Pro Rata Share thereof; and provided further, this sentence shall not be deemed
to require any Lender to indemnify any Agent against any liability, obligation,
loss, damage, penalty, action, judgment, suit, cost, expense or disbursement
described in the proviso in the immediately preceding sentence.

         9.7      SUCCESSOR ADMINISTRATIVE AGENT AND SWING LINE LENDER. (a)
Administrative Agent may resign at any time by giving 30 days' prior written
notice thereof to Lenders and Company, and Administrative Agent may be removed
at any time with or without cause by an instrument or concurrent instruments in
writing delivered to Company and Administrative Agent and signed by Requisite
Lenders. Upon any such notice of resignation or any such removal, Requisite
Lenders shall have the right, upon five Business Days' notice to Company, to
appoint a successor Administrative Agent, provided that Company shall have the
right to approve any such successor Administrative

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Agent unless an Event of Default then exists under Sections 8.1 (a), 8.1(f) or
(g). Upon the approval by Company (if required hereunder) acceptance of any
appointment as Administrative Agent hereunder by a successor Administrative
Agent, that successor Administrative Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring or
removed Administrative Agent and the retiring or removed Administrative Agent
shall be discharged from its duties and obligations hereunder. After any
retiring or removed Administrative Agent's resignation or removal hereunder as
Administrative Agent, the provisions of this Section 9 shall inure to its
benefit as to any actions taken or omitted to be taken by it while it was
Administrative Agent hereunder.

         (b)      Swing Line Lender may resign at any time by giving 30 days'
prior written notice thereof to Lenders and Company. Upon any such notice of
resignation Administrative Agent shall have the right, upon five Business Days'
notice to Company, to appoint a successor Swing Line Lender from among the
Lenders, provided that Company shall have the right to approve any such
successor Administrative Agent unless an Event of Default then exists under
Sections 8.1 (a), 8.1(f) or (g). Upon the acceptance of any appointment as Swing
Line Lender hereunder by a successor Swing Line Lender, that successor Swing
Line Lender shall thereupon succeed to and become vested with all the rights,
powers, privileges and duties of the retiring Swing Line Lender and the retiring
Swing Line Lender shall be discharged from its duties and obligations hereunder.
In such event (i) Company shall prepay any outstanding Swing Line Loans made by
the retiring Swing Line Lender, (ii) upon such prepayment, the retiring Swing
Line Lender shall surrender the Swing Line Note held by it to Company for
cancellation, and (iii) Company shall issue a new Swing Line Note to the
successor Swing Line Lender, in the principal amount of the Swing Line Loan
Commitment then in effect and with other appropriate insertions.

         9.8      COLLATERAL DOCUMENTS AND GUARANTIES. (a) Each Lender hereby
further authorizes Administrative Agent or Collateral Agent, as applicable, on
behalf of and for the benefit of the Secured Parties, to enter into each
Collateral Document as secured party and to be the agent for and representative
of Lenders with respect to the Guaranty and the Collateral, and each Lender
agrees to be bound by the terms of each Collateral Document. Subject to Section
10.5, without further written consent or authorization from Lenders,
Administrative Agent or Collateral Agent, as applicable, may execute any
documents or instruments necessary to (i) release any Lien encumbering any item
of Collateral that is the subject of a sale or other disposition of assets
permitted hereby or to which Requisite Lenders (or such other Lenders as may be
required to give such consent under Section 10.5) have otherwise consented or
(ii) release any Subsidiary Guarantor from the Guaranty if all of the capital
stock of such Subsidiary Guarantor is sold to any Person (other than an
Affiliate of Company) pursuant to a sale or other disposition permitted
hereunder or to which Requisite Lenders (or such other Lenders as may be
required to give such consent under Section 10.5) have otherwise consented or
(iii) subordinate any Lien on any property granted to or held by Collateral
Agent under the Credit Documents to the holder of any Lien on such property that
is permitted under (x) Section 6.2(c), (y) Section 6.2(f) and (z) any other
Section of Section 6.2, so long as

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such Lien is granted in connection with the issuance or incurrence Indebtedness
permitted by Section 6.1 and the proceeds of such Indebtedness are used to
purchase assets (including by means of a Capital Lease) or to refinance
Indebtedness which was previously used to purchase assets (including any Capital
Lease); provided that such subordination shall only cover the respective
property so acquired and the proceeds and products thereof.

         (b)      Anything contained in any of the Credit Documents to the
contrary notwithstanding, Company, Administrative Agent, Collateral Agent and
each Lender hereby agree that (i) no Lender shall have any right individually to
realize upon any of the Collateral or to enforce the Guaranty, it being
understood and agreed that all powers, rights and remedies hereunder and under
the Collateral Documents may be exercised solely by Administrative Agent for the
benefit of Lenders in accordance with the terms hereof, and (II) in the event of
a foreclosure by Collateral Agent on any of the Collateral pursuant to a public
or private sale, Collateral Agent or any Lender may be the purchaser of any or
all of such Collateral at any such sale and Collateral Agent, as agent for and
representative of Lenders (but not any Lender or Lenders in its or their
respective individual capacities unless Requisite Lenders shall otherwise agree
in writing) shall be entitled, for the purpose of bidding and making settlement
or payment of the purchase price for all or any portion of the Collateral sold
at any such public sale, to use and apply any of the Obligations as a credit on
account of the purchase price for any collateral payable by Collateral Agent at
such sale.

         (c)      It is the purpose hereof and of the other Credit Documents
that there shall be no violation of any law of any jurisdiction denying or
restricting the right of banking corporations or associations to transact
business as agent or trustee in such jurisdiction. It is recognized that in case
of litigation hereunder or under any of the other Credit Documents, and in
particular in case of the enforcement of any of the Credit Documents, or in case
Collateral Agent deems that by reason of any present or future law of any
jurisdiction it may not exercise any of the rights, powers or remedies granted
herein or in any of the other Credit Documents or take any other action which
may be desirable or necessary in connection therewith, it may be necessary that
Collateral Agent appoint an additional individual or institution as a separate
trustee, co-trustee, collateral agent or collateral co-agent (a "SUPPLEMENTAL
COLLATERAL AGENT"). In the event that Collateral Agent appoints a Supplemental
Collateral Agent with respect to any Collateral, (i) each and every right,
power, privilege or duty expressed or intended hereby or by any of the other
Credit Documents to be exercised by or vested in or conveyed to Collateral Agent
with respect to such Collateral shall be exercisable by and vest in such
Supplemental Collateral Agent to the extent, and only to the extent, necessary
to enable such Supplemental Collateral Agent to exercise such rights, powers and
privileges with respect to such Collateral and to perform such duties with
respect to such Collateral, and every covenant and obligation contained in the
Credit Documents and necessary to the exercise or performance thereof by such
Supplemental Collateral Agent shall run to and be enforceable by either
Collateral Agent or such Supplemental Collateral Agent, and (II) the provisions
of this Section 9 and of Sections 10.2 and 10.3 that refer to Collateral Agent
shall inure to the benefit of such Supplemental Collateral Agent and all
references

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therein to Collateral Agent shall be deemed to be references to Collateral Agent
and/or such Supplemental Collateral Agent, as the context may require. Should
any instrument in writing from Company or any other Credit Party be required by
any Supplemental Collateral Agent so appointed by Collateral Agent for more
fully and certainly vesting in and confirming to him or it such rights, powers,
privileges and duties, Company shall, or shall cause such Credit Party to,
execute, acknowledge and deliver any and all such instruments promptly upon
request by Collateral Agent. In case any Supplemental Collateral Agent, or a
successor thereto, shall die, become incapable of acting, resign or be removed,
all the rights, powers, privileges and duties of such Supplemental Collateral
Agent, to the extent permitted by law, shall vest in and be exercised by
Administrative Agent until the appointment of a new Supplemental Collateral
Agent.

         (d)      Company and each Guarantor hereby authorize the Collateral
Agent to file any financing statements or continuation statements, and
amendments to financing statements in any jurisdictions and with any filing
offices as the Collateral Agent may determine, in its sole discretion, are
necessary or advisable to perfect or to maintain the perfection of the first
priority security interest granted to Collateral Agent under any of the Credit
Documents. Such financing statements may describe the Collateral in the same
manner as described in the Pledge and Security Agreement or may contain an
indication or description of collateral that describes such property in any
other manner as the Collateral Agent may determine, in its sole discretion, is
necessary, advisable or prudent to ensure the perfection of the security
interest in the Collateral granted to the Collateral Agent under any of the
Credit Documents, including, without limitation, describing such property as
"all assets" or "all personal property, whether now owned or hereafter
acquired." Collateral Agent will provide Company with file-stamped copies of any
such filings made by it.

SECTION 10. MISCELLANEOUS

         10.1     NOTICES. Unless otherwise specifically provided herein, any
notice or other communication herein required or permitted to be given shall be
in writing and may be personally served, telexed or sent by telefacsimile (and
confirmed by telephone) or United States mail or courier service and shall be
deemed to have been given when delivered in person or by courier service, upon
receipt of telefacsimile (and confirmed by telephone) or telex, or three (3)
Business Days after depositing it in the United States mail with postage prepaid
and properly addressed; provided, notices to Agents shall not be effective until
received. For the purposes hereof, the address of each party hereto shall be as
set forth under such party's name on the signature pages hereof or (i) as to
Company and Administrative Agent, such other address as shall be designated by
such Person in a written notice delivered to the other parties hereto and (II)
as to each other party, such other address as shall be designated by such party
in a written notice delivered to Administrative Agent and Company.

         10.2     EXPENSES. Whether or not the transactions contemplated hereby
shall be consummated, Company agrees to pay promptly (a) all the actual and
reasonable costs and expenses of Administrative Agent and the Co-Syndication
Agents in connection with

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the preparation of the Credit Documents and any consents, amendments, waivers or
other modifications thereto; (b) all the costs of furnishing all opinions by
counsel for Company (including any opinions requested by Lenders as to any legal
matters arising hereunder) and of Company's performance of and compliance with
all agreements and conditions on its part to be performed or complied with
hereunder and under the other Credit Documents including with respect to
confirming compliance with environmental, insurance and solvency requirements;
(c) the reasonable fees, expenses and disbursements of a single law firm acting
as counsel to Agents in connection with the negotiation, preparation, execution
and administration of the Credit Documents and any consents, amendments, waivers
or other modifications thereto and any other documents or matters requested by
Company; (d) all the actual costs and reasonable expenses of Collateral Agent in
connection with creating and perfecting Liens in favor of Collateral Agent on
behalf of the Secured Parties pursuant to the Collateral Documents and pursuant
hereto, including filing and recording fees, expenses and stamp or documentary
taxes or similar taxes, search fees, title insurance premiums and reasonable
fees, expenses and disbursements of counsel to Agents and of a single counsel
providing any opinions that Co-Syndication Agents, Administrative Agent or
Requisite Lenders may reasonably request in respect of the Collateral Documents
or the Liens created pursuant hereto and thereto; (e) all the actual costs and
reasonable expenses (including the reasonable fees, expenses and disbursements)
of any auditors, consultants, accountants, agents or appraisers retained by any
Agent with the prior consent of Company (not to be unreasonably withheld); (f)
all the actual costs and reasonable expenses (including the reasonable fees,
expenses and disbursements of any consultants, advisors and agents employed or
retained by Collateral Agent and its counsel) of Agents in connection with the
custody or preservation of any of the Collateral; (g) all other actual and
reasonable costs and expenses incurred by Co-Syndication Agents or
Administrative Agent in connection with the syndication of the Commitments and
the negotiation, preparation and execution of the Credit Documents and any
consents, amendments, waivers or other modifications thereto and the
transactions contemplated thereby; and (h) after the occurrence of an Event of
Default, all costs and expenses (including reasonable attorneys' fees of a
single counsel to Agents and Lenders) and costs of settlement, incurred by
Co-Syndication Agents, Administrative Agent and Lenders in enforcing any
Obligations of or in collecting any payments due from any Credit Party hereunder
or under the other Credit Documents by reason of such Event of Default
(including in connection with the sale of, collection from, or other realization
upon any of the Collateral or the enforcement of the Guaranty) or in connection
with any refinancing or restructuring of the credit arrangements provided
hereunder in the nature of a "work-out" or pursuant to any insolvency or
bankruptcy proceedings.

         10.3     Indemnity. (a) In addition to the payment of expenses pursuant
to Section 10.2, whether or not the transactions contemplated hereby shall be
consummated, Company and each Guarantor agree to defend (subject to Indemnitees'
selection of counsel, which shall be reasonably satisfactory to Company),
indemnify, pay and hold harmless Agents and Lenders, and the officers, partners,
directors, trustees, employees, agents and affiliates of any of Agents and
Lenders (each, an "Indemnitee"), from and against any and all Indemnified
Liabilities; provided, neither the Company nor any

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Guarantor shall have any obligation to any Indemnitee hereunder with respect to
any Indemnified Liabilities (i) to the extent such Indemnified Liabilities arise
from the gross negligence or willful misconduct or bad faith of that Indemnitee
or (ii) to the extent such Indemnified Liabilities relate to Taxes (and any
liabilities relating thereto), the indemnity for which shall be governed solely
and exclusively by Section 2.20. To the extent that the undertakings to defend,
indemnify, pay and hold harmless set forth in this Section 10.3 may be
unenforceable in whole or in part because they are violative of any law or
public policy, Company and the Guarantors shall contribute the maximum portion
that it is permitted to pay and satisfy under applicable law to the payment and
satisfaction of all Indemnified Liabilities incurred by Indemnitees or any of
them.

         (b)      Company and each Guarantor agree that neither it nor any of
its Subsidiaries will settle, compromise or consent to the entry of any judgment
in any pending or threatened claim, action or proceeding in respect of which
indemnification or contribution could be sought under subsection (a) of this
section (whether or not any Indemnitee is an actual or potential party to such
claim, action or proceeding) without the prior written consent of the applicable
Indemnitees, unless such settlement, compromise or consent includes an
unconditional release of such Indemnitee from all liability arising out of such
claim, action or proceeding, which consent shall not be unreasonably withheld or
delayed.

         (c)      If an Indemnitee is requested or required to appear as a
witness in any action brought by or on behalf of or against Company, any
Guarantor or any Affiliate thereof in which such Indemnitee is not named as a
defendant, Company agrees to reimburse such Indemnitee for all reasonable
expenses incurred by it in connection with such Indemnitee's appearing and
preparing to appear as such a witness, including, without limitation, the
reasonable fees and disbursements of its legal counsel.

         10.4     SET-OFF. In addition to any rights now or hereafter granted
under applicable law and not by way of limitation of any such rights, upon the
occurrence of any Event of Default each Lender is hereby authorized by each
Credit Party at any time or from time to time subject to the consent of
Administrative Agent, without notice to any Credit Party or to any other Person
(other than Administrative Agent), any such notice being hereby expressly
waived, to set off and to appropriate and to apply any and all deposits (general
or special, including Indebtedness evidenced by certificates of deposit, whether
matured or unmatured, but not including trust accounts) and any other
Indebtedness at any time held or owing by such Lender to or for the credit or
the account of such Credit Party against and on account of the obligations and
liabilities of such Credit Party to such Lender hereunder, the Letters of Credit
and participations therein and the other Credit Documents, including all claims
of any nature or description arising out of or connected herewith, the Letters
of Credit and participations therein or any other Credit Document, irrespective
of whether or not (a) such Lender shall have made any demand hereunder or (b)
the principal of or the interest on the Loans or any amounts in respect of the
Letters of Credit or any other amounts due hereunder shall have become due and
payable pursuant to Section 2 and although said obligations and liabilities, or
any of them, may be contingent or unmatured. Each Lender agrees promptly to
notify

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Company and Administrative Agent after any such set-off and application made by
such Lender; provided, however, that the failure to give such notice shall not
affect the validity of such set-off and application. Each Credit Party hereby
further grants to Administrative Agent and each Lender a security interest in
all deposits and accounts (other than trust accounts) maintained with
Administrative Agent or such Lender as security for the Obligations.

         10.5     AMENDMENTS AND WAIVERS. (a) Subject to Section 10.5(b),
Section 10.5(c) and Section 10.5(d), no amendment, modification, supplement or
waiver of any provision of the Credit Documents, or consent to any departure by
any Credit Party therefrom, shall in any event be effective without the written
concurrence of Requisite Lenders.

         (b)      No amendment, modification, supplement or waiver of any
provision of the Credit Documents, or consent to any departure by any Credit
Party therefrom, shall extend the scheduled final maturity of any Loan or Note,
or waive, reduce or postpone any scheduled repayment set forth in Section 2.11,
or extend the stated expiration date of any Letter of Credit beyond the
Revolving Loan Commitment Termination Date, or postpone the scheduled date of
expiration of any Commitment or reduce the rate of interest on any Loan (other
than any waiver of any increase in the interest rate applicable to any Loan
pursuant to Section 2.9) or any commitment fees or letter of credit fees payable
hereunder, or extend the time for payment of any such interest or fees, or
reduce the principal amount of any Loan or any reimbursement obligation in
respect of any Letter of Credit, or shall amend any provision of the Credit
Documents providing for pro rata treatment of Lenders in any such case without
the written consent of each Lender with Obligations affected thereby (it being
understood that any change to the definition of Leverage Ratio or in the
component definitions thereof shall not constitute a reduction in any interest
rate or any such fee).

         (c)      No amendment, modification, supplement or waiver of any
provision of the Credit Documents, or consent to any departure by any Credit
Party therefrom, shall (i) amend, modify, supplement or waive any provision of
this Section 10.5, (ii) reduce the percentage specified in the definition of
"Requisite Lenders" or the definition of "Pro Rata Share" (it being understood
that, with the consent of Requisite Lenders, additional extensions of credit
pursuant to this Agreement may be included in the determination of "Requisite
Lenders" and "Pro Rata Share" on substantially the same basis as the Term Loan
amounts, the Term Loans, the Revolving Loan Commitments and the Revolving Loans
are included on the Closing Date), (iii) release all or substantially all of the
Collateral or Holdings or all or substantially all of the other Guarantors from
the Guaranty except as expressly provided in the Credit Documents, or (iv)
consent to the assignment or transfer by Company of any of its rights and
obligations hereunder, in each case without the written consent of each Lender.

         (d)      No amendment, modification, supplement or waiver of any
provision of the Credit Documents, or consent to any departure by any Credit
Party therefrom, shall: (i) increase the Commitments of any Lender over the
amount thereof then in effect for such

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Lender without the consent of such Lender (it being understood that no
amendment, modification or waiver of any condition precedent, covenant, Default
or Event of Default, and no increase in the available portion of any Commitment
of any Lender or the rescission of any acceleration pursuant to Section 8.2,
shall constitute an increase in the Commitment of any Lender); (ii) amend,
modify, terminate or waive any provision hereof relating to the Swing Line Loan
Commitment or the Swing Line Loans without the consent of Swing Line Lender;
(iii) reduce the percentage specified in the definition of "Requisite Class
Lenders" with respect to a particular Class without the consent of each Lender
of the affected Class, or otherwise amend the definition of "Requisite Class
Lenders" without the consent of Requisite Class Lenders of each Class (it being
understood that, with the consent of Requisite Lenders, additional extensions of
credit pursuant to this Agreement may be included in the determination of
"Requisite Class Lenders" on substantially the same basis as the Term Loan
amounts, the Term Loans, the Revolving Loan Commitments and the Revolving Loans
are included on the Closing Date); (iv) alter the required application of any
repayments or prepayments as between Classes pursuant to Section 2.14 without
the consent of Requisite Class Lenders of each Class which is being allocated a
lesser repayment or prepayment as a result thereof (although Requisite Lenders
may waive, in whole or in part, any mandatory prepayment so long as the
application, as between Classes, of any portion of such prepayment which is
still required to be made is not altered); (v) amend, modify, terminate or waive
any obligation of Lenders relating to the purchase of participations in Letters
of Credit as provided in Section 2.3(e) without the written consent of
Administrative Agent and of Issuing Bank; or (vi) amend, modify, terminate or
waive any provision of Section 9 as the same applies to any Agent, or any other
provision hereof as the same applies to the rights or obligations of any Agent
without the consent of such Agent.

         (e)      Administrative Agent may, but shall have no obligation to,
with the concurrence of any Lender, execute amendments, modifications, waivers
or consents on behalf of such Lender. Any waiver or consent shall be effective
only in the specific instance and for the specific purpose for which it was
given. No notice to or demand on any Credit Party in any case shall entitle any
Credit Party to any other or further notice or demand in similar or other
circumstances. Any amendment, modification, termination, waiver or consent
effected in accordance with this Section 10.5 shall be binding upon each Lender
at the time outstanding, each future Lender and, if signed by a Credit Party, on
such Credit Party.

         (f)      Notwithstanding anything to the contrary contained herein,
this Agreement may be amended with the written consent of the Administrative
Agent, Company, the holders of not less than 50.0% of the Revolving Credit
Exposure and the Lenders providing the relevant Replacement Term Loans to permit
the refinancing of all outstanding Tranche B Term Loans or any Series of New
Term Loans (the "REFINANCED TERM LOAN") with a replacement term loan tranche
hereunder (the "REPLACEMENT TERM LOANS"), provided that (a) the aggregate
principal amount of such Replacement Term Loans shall not exceed the aggregate
principal amount of such Refinanced Term Loan, (b) the interest rate for such
Replacement Term Loans shall not be higher than the interest rate for such
Refinanced Term Loan, (c) the weighted average life to maturity of such

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Replacement Term Loans shall not be shorter than the weighted average life to
maturity of such Refinanced Term Loan at the time of such refinancing and (d)
all other terms applicable to such Replacement Term Loans shall be substantially
identical to, or less favorable to the Lenders providing such Replacement Term
Loans than those applicable to such Refinanced Term Loan, except to the extent
necessary to provide for covenants and other terms applicable to any period
after the latest final maturity of the Term Loans in effect immediately prior to
such refinancing.

         10.6     SUCCESSORS AND ASSIGNS; PARTICIPATIONS. (a) This Agreement
shall be binding upon the parties hereto and their respective successors and
assigns and shall inure to the benefit of the parties hereto and the successors
and assigns of Lenders. Neither any Credit Party's rights or obligations
hereunder nor any interest therein may be assigned or delegated by any Credit
Party without the prior written consent of all Lenders.

         (b)      No assignment or transfer of any Commitment or Loan shall be
effective, in each case unless and until an Assignment Agreement effecting the
assignment or transfer thereof shall have been accepted by Administrative Agent
and recorded in the Register. Prior to such recordation, all amounts owed with
respect to the applicable Commitment or Loan shall be owed to the Lender listed
in the Register as the owner thereof, and any request, authority or consent of
any Person who, at the time of making such request or giving such authority or
consent, is listed in the Register as a Lender shall be conclusive and binding
on any subsequent holder, assignee or transferee of the corresponding
Commitments or Loans.

         (c)      Each Lender shall have the right at any time to sell, assign
or transfer, in whole or in part, any Commitment, Loan, Letter of Credit or any
other Obligation: (i) upon the giving of notice to Administrative Agent, to
another Lender, or to an Affiliate of the assigning Lender (or if such assigning
Lender is a fund that invests in commercial or bank loans, another such
investment fund managed or advised by the same investment advisor or an
Affiliate thereof) or another Lender; or (ii) in the case of Term Loans (unless
otherwise covered by clause (i) hereof), with the consent of Company and
Administrative Agent (which consent of Company and Administrative Agent shall
not be unreasonably withheld or delayed) to any other Eligible Assignee
(treating any two or more investment funds that invest in commercial loans and
that are managed or advised by the same investment advisor or by an Affiliate of
such investment advisor as a single Eligible Assignee), in an aggregate amount
of not less than $1,000,000 (or such lesser amount as shall constitute the
aggregate amount of the Tranche B Term Loan, New Term Loans and other
Obligations of the assigning Lender); or (iii) in each other case, with the
consent of Company and Administrative Agent (which consent of Company and
Administrative Agent shall not be unreasonably withheld or delayed) to any other
Eligible Assignee (treating any two or more investment funds that invest in
commercial loans and that are managed or advised by the same investment advisor
or by an Affiliate of such investment advisor as a single Eligible Assignee), in
an aggregate amount of not less than $5,000,000 (or such lesser amount as shall
constitute the aggregate amount of the Commitments, Loans, Letters of Credit and
participations therein, and other Obligations of the assigning Lender);
provided, however, that upon the occurrence and

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during the continuance of an Event of Default with respect to Sections 8.1(a),
8.1(f) and 8.1(g), the consent of Company shall not be required under clauses
(ii) and (iii) above. Notwithstanding the foregoing, the Swing Line Loan
Commitment and the Swing Line Loans of Swing Line Lender may not be sold,
assigned or transferred except to the extent contemplated by Section 9.7(b).

         (d)      The assigning Lender and the assignee thereof shall execute
and deliver to Administrative Agent an Assignment Agreement, together with a
processing and recordation fee of $2,000 (treating any two or more investment
funds that invest in commercial loans and that are managed or advised by the
same investment advisor or by an Affiliate of such investment advisor as a
single Eligible Assignee) and such forms, certificates or other evidence, if
any, with respect to United States federal income tax withholding matters as the
assignee under such Assignment Agreement may be required to deliver to
Administrative Agent pursuant to Section 2.20(c) and Section 2.20(d); provided,
that notwithstanding the foregoing to the contrary, no processing fee shall be
required to be paid with respect to assignments made pursuant to clause (ii) of
the definition of "Eligible Assignee". Subject to Section 10.6(b), upon its
receipt of a duly executed and completed Assignment Agreement, together with the
processing and recordation fee referred to herein and any forms, certificates or
other evidence that such assignee may be required hereunder to deliver to
Administrative Agent, Administrative Agent shall, if Administrative Agent and
Company have consented to the assignment evidenced thereby (in each case to the
extent such consent is required hereunder), (i) accept such Assignment Agreement
by executing a counterpart thereof as provided therein (which acceptance shall
evidence any required consent of Administrative Agent to such assignment), (ii)
record the information contained therein in the Register, and (iii) give prompt
notice thereof to Company. Administrative Agent shall maintain a copy of each
Assignment Agreement delivered to and accepted by it as provided in this Section
10.6(d). Anything contained herein to the contrary notwithstanding, in the case
of an assignment to an Affiliate of the assigning Lender, such assignment shall
be effective between such assigning Lender and its Affiliate immediately without
compliance with the conditions for assignment under Sections 10.6(b) through
(d), but shall not be effective with respect to any Credit Party, Administrative
Agent, any other Agent, any Issuing Bank, any Swing Line Lender or any Lender,
and each Credit Party, Administrative Agent, each other Agent, each Issuing
Bank, each Swing Line Lender and each Lender shall be entitled to deal solely
and directly with such assigning Lender under any such assignment, in each case,
until the conditions for assignment under Sections 10.6(b) through (d) have been
complied with.

         (e)      Each Lender listed on the signature pages hereof hereby
represents and warrants, and each Lender executing and delivering an Assignment
Agreement shall be deemed to represent and warrant as of the effective date of
such Assignment Agreement, that (i) it is an Eligible Assignee; (ii) it has
experience and expertise in the making or purchasing of loans such as the Loans;
and (iii) it will make or purchase, as the case may be, its Loans for its own
account in the ordinary course of its business and without a view to
distribution of such Loans within the meaning of the Securities Act or the
Exchange Act or other federal securities laws (it being understood that, subject
to the provisions of

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this Section 10.6, the disposition of such Loans or any interests therein shall
at all times remain within its exclusive control).

         (f)      Subject to the terms and conditions of this Section 10.6, as
of the effective date specified in such Assignment Agreement: (i) the assignee
thereunder shall have the rights and obligations of a "Lender" hereunder to the
extent such rights and obligations hereunder have been assigned to it pursuant
to such Assignment Agreement and shall thereafter be a party hereto and a
"Lender" for all purposes hereof; (ii) the assigning Lender thereunder shall, to
the extent that rights and obligations hereunder have been assigned thereby
pursuant to such Assignment Agreement, relinquish its rights (other than any
rights which survive the termination hereof under Section 10.8) and be released
from its obligations hereunder (and, in the case of an Assignment Agreement
covering all or the remaining portion of an assigning Lender's rights and
obligations hereunder, such Lender shall cease to be a party hereto; provided,
anything contained in any of the Credit Documents to the contrary
notwithstanding, Issuing Bank shall continue to have all rights and obligations
as Issuing Bank with respect to Letters of Credit issued by it until the
cancellation or expiration of such Letters of Credit and the reimbursement of
any amounts drawn thereunder); (iii) the Commitments shall be modified to
reflect the Commitment of such assignee and any remaining Commitment of such
assigning Lender; and (iv) if any such assignment occurs after the issuance of
the Notes hereunder, the assigning Lender shall, upon the effectiveness of such
assignment or as promptly thereafter as practicable, surrender its applicable
Notes to Administrative Agent for cancellation, and thereupon new Notes shall be
issued to the assignee and/or to the assigning Lender, with appropriate
insertions, to reflect the new Commitments and/or outstanding Loans of the
assignee and/or the assigning Lender.

         (g)      In addition to the assignments and participations permitted
under the provisions of this Section 10.6, any Lender may assign and pledge all
or any portion of its Loans, the other Obligations owed to such Lender, and its
Notes to any Federal Reserve Bank as collateral security pursuant to Regulation
A of the Board of Governors of the Federal Reserve System and any operating
circular issued by such Federal Reserve Bank, and any Lender which is an
investment fund may pledge all or any portion of its Notes or Loans to its
trustee (unless such trustee is Highland Capital Management, L.P. or any of its
Affiliates or Subsidiaries) in support of its obligations to such trustee or to
its indenture trustee in support of its obligations to noteholders on whose
behalf such indenture trustee is acting; provided, (i) no Lender shall, as
between Company and such Lender, be relieved of any of its obligations hereunder
as a result of any such assignment and pledge and (ii) in no event shall such
Federal Reserve Bank or trustee be considered to be a "Lender" or be entitled to
require the assigning Lender to take or omit to take any action hereunder.

         (h)      Each Lender shall have the right at any time to sell one or
more participations to any Person (other than Highland Capital Management, L.P.
or any of its Affiliates or Subsidiaries) in, all or any part of its
Commitments, Loans or Letters of Credit or participations therein or any other
interest herein or in any other Obligation. The holder of any participation,
other than an Affiliate of the Lender granting such

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participation, shall not be entitled to require such Lender to take or omit to
take any action hereunder except action directly affecting (i) the extension of
the regularly scheduled maturity of any portion of the principal amount of or
interest on any Loan or fees allocated to such participation or (ii) a reduction
of the principal amount of or the rate of interest payable on any Loan or fees
(other than any waiver of any increase in the interest rate applicable to any
Loan pursuant to Section 2.9) allocated to such participation (it being
understood that any change to the definition of Leverage Ratio or in the
component definitions thereof shall not constitute a reduction in any interest
rate), and all amounts payable by any Credit Party hereunder (including amounts
payable to such Lender pursuant to Section 2.18(c), Section 2.19 or Section
2.20) shall be determined as if such Lender had not sold such participation.
Each Credit Party and each Lender hereby acknowledge and agree that, solely for
purposes of Sections 2.17 and Section 10.4, (1) any participation will give rise
to a direct obligation of each Credit Party to the participant and (2) the
participant shall be considered to be a "Lender".

         10.7     INDEPENDENCE OF COVENANTS. All covenants hereunder shall be
given independent effect so that if a particular action or condition is not
permitted by any of such covenants, the fact that it would be permitted by an
exception to, or would otherwise be within the limitations of, another covenant
shall not avoid the occurrence of a Default or an Event of Default if such
action is taken or condition exists.

         10.8     SURVIVAL OF REPRESENTATIONS, WARRANTIES AND AGREEMENTS. ALL
representations, warranties and agreements made herein shall survive the
execution and delivery of this Agreement and the making of any Credit Extension.
Notwithstanding anything herein or implied by law to the contrary, the
agreements of each Credit Party set forth in Sections 2.18(c), 2.19, 2.20, 10.2
and 10.3 and the agreements of Lenders set forth in Sections 9.3, 9.6 and 2.17
shall survive the Termination Date.

         10.9     NO WAIVER; REMEDIES CUMULATIVE. No failure or delay on the
part of Administrative Agent or any Lender in the exercise of any power, right
or privilege hereunder or under any other Credit Document shall impair such
power, right or privilege or be construed to be a waiver of any default or
acquiescence therein, nor shall any single or partial exercise of any such
power, right or privilege preclude other or further exercise thereof or of any
other power, right or privilege. The rights, powers and remedies given to
Beneficiaries hereby are cumulative and shall be in addition to and independent
of all rights, powers and remedies existing by virtue of any statute or rule of
law or in any of the other Credit Documents or in any of the Hedge Agreements.
Any forbearance or failure to exercise, and any delay in exercising, any right,
power or remedy hereunder shall not impair any such right, power or remedy or be
construed to be a waiver thereof, nor shall it preclude the further exercise of
any such right, power or remedy.

         10.10    MARSHALLING; PAYMENTS SET ASIDE. Neither Administrative Agent
nor any Lender shall be under any obligation to marshal any assets in favor of
any Credit Party or any other Person or against or in payment of any or all of
the Obligations. To the extent that any Credit Party makes a payment or payments
to Administrative Agent or Lenders (or to Administrative Agent for the benefit
of Lenders), or Administrative Agent

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<PAGE>

or Lenders enforce any security interests or exercise their rights of setoff,
and such payment or payments or the proceeds of such enforcement or setoff or
any part thereof are subsequently invalidated, declared to be fraudulent or
preferential, set aside and/or required to be repaid to a trustee, receiver or
any other party under any bankruptcy law, any other state or federal law, common
law or any equitable cause, then, to the extent of such recovery, the obligation
or part thereof originally intended to be satisfied, and all Liens, rights and
remedies therefor or related thereto, shall be revived and continued in full
force and effect as if such payment or payments had not been made or such
enforcement or setoff had not occurred, provided that with respect to
calculating interest on any Obligation that is so reinstated, interest shall
accrue from the date that such Obligation is first reinstated and not from the
previous date of payment.

         10.11    SEVERABILITY. In case any provision herein or obligation
hereunder or the Notes shall be invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby.

         10.12    OBLIGATIONS SEVERAL; INDEPENDENT NATURE OF LENDERS' RIGHTS.
The obligations of Lenders hereunder are several and no Lender shall be
responsible for the obligations or Commitments of any other Lender hereunder.
Nothing contained herein or in any other Credit Document, and no action taken by
Lenders pursuant hereto or thereto, shall be deemed to constitute Lenders as a
partnership, an association, a joint venture or any other kind of entity. The
amounts payable at any time hereunder to each Lender shall be a separate and
independent debt, and, subject to Section 9.8(b), each Lender shall be entitled
to protect and enforce its rights arising out hereof and it shall not be
necessary for any other Lender to be joined as an additional party in any
proceeding for such purpose.

         10.13    HEADINGS. Section headings herein are included herein for
convenience of reference only and shall not constitute a part hereof for any
other purpose or be given any substantive effect.

         10.14    APPLICABLE LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS
OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (INCLUDING NEW
YORK GENERAL OBLIGATIONS LAW SECTION 5-1401).

         10.15    CONSENT TO JURISDICTION AND SERVICE OF PROCESS. ALL JUDICIAL
PROCEEDINGS BROUGHT AGAINST ANY PARTY HERETO ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER CREDIT DOCUMENT, OR ANY OF THE OBLIGATIONS THEREUNDER,
MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE
STATE, COUNTY AND CITY OF NEW YORK. BY EXECUTING AND DELIVERING THIS AGREEMENT,
EACH PARTY HERETO, FOR ITSELF AND IN CONNECTION WITH ITS PROPERTIES, IRREVOCABLY
(a)

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<PAGE>

ACCEPTS GENERALLY AND UNCONDITIONALLY THE NONEXCLUSIVE JURISDICTION AND VENUE OF
SUCH COURTS; (b) WAIVES ANY DEFENSE OF FORUM NON CONVENIENS; (c) AGREES THAT
SERVICE OF ALL PROCESS UPON ANY CREDIT PARTY IN ANY SUCH PROCEEDING IN ANY SUCH
COURT MAY BE MADE UPON SUCH CREDIT PARTY BY REGISTERED OR CERTIFIED MAIL, RETURN
RECEIPT REQUESTED, TO THE APPLICABLE PARTY AT ITS ADDRESS PROVIDED IN ACCORDANCE
WITH SECTION 10.1; (d) AGREES THAT SERVICE AS PROVIDED IN CLAUSE (c) ABOVE IS
SUFFICIENT TO CONFER PERSONAL JURISDICTION OVER THE APPLICABLE PARTY IN ANY SUCH
PROCEEDING IN ANY SUCH COURT, AND OTHERWISE CONSTITUTES EFFECTIVE AND BINDING
SERVICE IN EVERY RESPECT; (e) AGREES THAT LENDERS RETAIN THE RIGHT TO SERVE
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO BRING PROCEEDINGS AGAINST ANY
CREDIT PARTY IN THE COURTS OF ANY OTHER JURISDICTION; AND (f) AGREES THAT THE
PROVISIONS OF THIS SECTION RELATING TO JURISDICTION AND VENUE SHALL BE BINDING
AND ENFORCEABLE TO THE FULLEST EXTENT PERMISSIBLE UNDER NEW YORK GENERAL
OBLIGATIONS LAW SECTION 5-1402 OR OTHERWISE.

         10.16    WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY AGREES
TO WAIVE ITS RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION
BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS
OR ANY DEALINGS BETWEEN THEM RELATING TO THE SUBJECT MATTER OF THIS LOAN
TRANSACTION OR THE LENDER/COMPANY RELATIONSHIP THAT IS BEING ESTABLISHED. The
scope of this waiver is intended to be all-encompassing of any and all disputes
that may be filed in any court and that relate to the subject matter of this
transaction, including contract claims, tort claims, breach of duty claims and
all other common law and statutory claims. Each party hereto acknowledges that
this waiver is a material inducement to enter into a business relationship, that
each has already relied on this waiver in entering into this Agreement, and that
each will continue to rely on this waiver in their related future dealings. Each
party hereto further warrants and represents that it has reviewed this waiver
with its legal counsel and that it knowingly and voluntarily waives its jury
trial rights following consultation with legal counsel. THIS WAIVER IS
IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING
(OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION
10.16 AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY
TO ANY SUBSEQUENT AMENDMENTS, RESTATEMENTS, RENEWALS, SUPPLEMENTS OR
MODIFICATIONS TO THIS AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS OR TO ANY
OTHER DOCUMENTS OR AGREEMENTS RELATING TO THE LOANS MADE HEREUNDER. In the event
of litigation, this Agreement may be filed as a written consent to a trial by
the court.

         10.17    CONFIDENTIALITY. Each Lender, Issuing Bank and Agent shall
hold all non-public information obtained pursuant to the terms hereof in
accordance with such

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<PAGE>

Lender's customary procedures for handling confidential information of such
nature and in accordance with prudent lending or investing practices, it being
understood and agreed by Company that in any event a Lender may make disclosures
to Affiliates of such Lender and such Lender's and Affiliates' directors,
officers, employees and agents in connection with the administration of this
Agreement and the preservation, exercise or enforcement of the rights of the
Agents and the Lenders under this Agreement (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential
nature of such information and instructed to keep such information confidential)
or disclosures reasonably required by any bona fide assignee, transferee or
participant in connection with the contemplated assignment or transfer by such
Lender of any Loans or any participations therein or by any direct or indirect
contractual counterparties (or the professional advisors thereto) in swap
agreements (provided, any such potential assignee, transferee, participant or
swap counterparties and advisors are advised of and agree to be bound by the
provisions of this Section 10.17) or disclosures required or requested by any
governmental agency or representative thereof or by the National Association of
Insurance Commissioners or pursuant to legal process; provided, unless
specifically prohibited by applicable law or court order, each Lender shall use
reasonable efforts to notify Company of any request by any governmental agency
or representative thereof (other than any such request in connection with any
routine examination of such Lender by such governmental agency) for disclosure
of any such non-public information prior to disclosure of such information; and
provided further, in no event shall any Lender be obligated or required to
return any materials furnished by Company or any of its Subsidiaries.
Notwithstanding anything to the contrary set forth herein (or in any Credit
Document), each party (and each of their respective employees, representatives
or other agents) may disclose to any and all persons, without limitations of any
kind, the tax treatment and tax structure of the transactions contemplated by
this Agreement and the other Credit Documents and all materials of any kind
(including opinions and other tax analyses) that are provided to any such party
relating to such tax treatment and tax structure. However, any information
relating to the tax treatment or tax structure shall remain subject to the
confidentiality provisions hereof (and the foregoing sentence shall not apply)
to the extent reasonably necessary to enable the parties hereto, their
respective Affiliates, and their and their respective Affiliates' directors
officers, employees and agents to comply with applicable securities laws. For
this purpose, "tax structure" means any facts relevant to understanding the
federal income tax treatment of the transactions contemplated by this Agreement
and the other Credit Documents but does not include information relating to the
identity of any of the parties hereto or any of their respective Affiliates.

         10.18    COUNTERPARTS; EFFECTIVENESS. This Agreement may be executed in
any number of counterparts, each of which when so executed and delivered shall
be deemed an original, but all such counterparts together shall constitute but
one and the same instrument. This Agreement shall become effective upon the
execution of a counterpart hereof by each of the parties hereto and receipt by
Company and Administrative Agent of written or telephonic notification of such
execution and authorization of delivery thereof.

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<PAGE>

         10.19    MAXIMUM AMOUNT. It is the intention of Company and the Lenders
to conform strictly to the usury and similar laws relating to interest from time
to time in force, and all agreements between the Credit Parties and their
respective Subsidiaries and the Lenders, whether now existing or hereafter
arising and whether oral or written, are hereby expressly limited so that in no
contingency or event whatsoever, whether by acceleration of maturity hereof or
otherwise, shall the amount paid or agreed to be paid in the aggregate to the
Lenders as interest (whether or not designated as interest, and including any
amount otherwise designated but deemed to constitute interest by a court of
competent jurisdiction) hereunder or under the other Credit Documents or in any
other agreement given to secure the indebtedness of Company to the Lenders, or
in any other document evidencing, securing or pertaining to the indebtedness
evidenced hereby, exceed the maximum amount permissible under applicable usury
or such other laws (the "MAXIMUM AMOUNT"). If under any circumstances whatsoever
fulfillment of any provision hereof, or any of the other Credit Documents, at
the time performance of such provision shall be due, shall involve exceeding the
Maximum Amount, then, ipso facto, the obligation to be fulfilled shall be
reduced to the Maximum Amount. For purposes of calculating the actual amount of
interest paid and/or payable hereunder in respect of laws pertaining to usury or
such other laws, all sums paid or agreed to be paid hereunder or under any other
Credit Document for the use, forbearance or detention of the indebtedness of
Company evidenced hereby or by any other Credit Document, outstanding from time
to time shall, to the extent permitted by applicable law, be amortized,
pro-rated, allocated and spread from the date of disbursement of the proceeds of
the Loans until payment in full of all of such indebtedness, so that the actual
rate of interest on account of such indebtedness is uniform through the term
hereof. The terms and provisions of this subsection shall control and supersede
every other provision of all agreements between Holdings, Company, or any of
their respective Subsidiaries or any endorser of the Notes and the Lenders.

            [The remainder of this page is intentionally left blank.]


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<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.

                                THL BEDDING COMPANY,

                                By: /s/ Todd Abbrecht
                                    --------------------------------------------
                                    Name: Todd Abbrecht
                                    Title: Vice President, Treasurer and
                                           Assistant Secretary

                                     NOTICE ADDRESS:
                                     c/o Simmons Company
                                     One Concourse Parkway
                                     Suite 800
                                     Atlanta, Georgia 30328
                                     Attention: Chief Financial Officer
                                     Telephone: 770-673-2625
                                     Fax: 770-392-2608

                                     WITH A COPY TO:

                                     Thomas H. Lee Partners, LP
                                     75 State Street, Suite 26
                                     Boston, Massachusetts 02109
                                     Attention: Todd Abbrecht
                                     Telephone: 617-227-1050
                                     Fax: 617-227-3514

                                     AND:

                                     Weil, Gotshal & Manges LLP
                                     200 Crescent Court, Suite 300
                                     Dallas, Texas 75201
                                     Attention: Angela L. Fontana, Esq.
                                     Telephone: 214-746-7700
                                     Fax: 214-746-7777

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<PAGE>

                                        THL-SC BEDDING COMPANY,

                                        By: /s/ Todd Abbrecht
                                            --------------------------------
                                            Name: Todd Abbrecht
                                            Title: Vice President, Treasurer and
                                                   Assistant Secretary

                                              NOTICE ADDRESS:
                                              c/o Simmons Company
                                              One Concourse Parkway
                                              Suite 800
                                              Atlanta, Georgia 30328
                                              Attention: Chief Financial Officer
                                              Telephone: 770-673-2625
                                              Fax: 770-392-2608

                                              WITH A COPY TO:

                                              Thomas H. Lee Partners, LP
                                              75 State Street, Suite 26
                                              Boston,Massachusetts 02109
                                              Attention: Todd Abbrecht
                                              Telephone:617-227-1050
                                              Fax: 617-227-3514

                                              AND:

                                              Weil, Gotshal & Manges LLP
                                              200 Crescent Court, Suite 300
                                              Dallas,Texas 75201
                                              Attention: Angela L. Fontana, Esq.
                                              Telephone:214-746-7700
                                              Fax: 214-746-7777

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<PAGE>

                               GOLDMAN SACHS CREDIT PARTNERS L.P.,
                               individually, as Sole Bookrunner, a Joint Lead
                               Arranger, a Co-Syndication Agent and as Lender

                               BY: /s/ R.J.WAGNER
                                   ------------------------------
                                   Authorized Signatory

                               NOTICE ADDRESS:

                               Goldman Sachs Credit Partners L.P.
                               c/o Goldman, Sachs & Co.
                               85 Broad Street
                               New York, New York 10004
                               Attn: Elizabeth Fischer
                               Telecopy: (212) 357-0932

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<PAGE>

                                              UBS LOAN FINANCE LLC,
                                              as a Lender

                                              By: /s/ Wilfred V. Saint
                                                  ------------------------------
                                                  Name:  Wilfred V. Saint
                                                  Title: Associate Director
                                                         Banking Products
                                                         Services, US

                                              By: /s/ Joselin Fernandes
                                                  ------------------------------
                                                  Name:  Joselin Fernandes
                                                  Title: Associate Director
                                                         Banking Products
                                                         Services, US

                                              NOTICE ADDRESS:
                                              677 Washington Boulevard
                                              6th floor Tower
                                              Stamford, Connecticut 06901
                                              Attn: Vladimira Holeckova
                                              Facsimile: 203-719-4176

                                      S-4

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<PAGE>

                                           DEUTSCHE BANK AG, NEW YORK
                                           BRANCH,
                                           as Administrative Agent

                                           By: /s/ Mary Kay Coyle
                                               ---------------------------------
                                               Name: Mary Kay Coyle
                                               Title: Managing Director

                                           By: /s/ Susan LeFevre
                                               ---------------------------------
                                               Name: Susan Lefevre
                                               Title: Director

                                           NOTICE ADDRESS:
                                           60 Wall Street, 43rd Fl.
                                           New York, New York 10005
                                           Attn: Mary Kay Coyle
                                           Telecopy: (212) 797-5690

                                           DEUTSCHE BANK A.G., CAYMAN ISLANDS
                                           BRANCH,
                                           individually as a Lender

                                           By: /s/ Mary Kay Coyle
                                               ---------------------------------
                                               Name: Mary Kay Coyle
                                               Title: Managing Director

                                           By: /s/ Susan LeFevre
                                               ---------------------------------
                                               Name: Susan LeFevre
                                               Title: Director

                                           NOTICE ADDRESS:
                                           60 Wall Street, 43rd Fl.
                                           New York, New York 10005
                                           Attn: Mary Kay Coyle
                                           Telecopy: (212) 797-5690

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<PAGE>

                                       GENERAL ELECTRIC CAPITAL
                                       CORPORATION,
                                       as Co-Documentation Agent and a Lender

                                       By: /s/ Karl Kieffer
                                           -------------------------------------
                                           Name: Karl Kieffer
                                           Title: Duly Authorized Signatory

                                       NOTICE ADDRESS:
                                       6 High Ridge Park, Building 6C
                                       Stamford, CT 06927-5100
                                       Attn: Eric Berwin
                                       Facsimile: 203 316 7978

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<PAGE>

                                     CIT LENDING SERVICES CORPORATION,
                                     as Co-Documentation Agent and a Lender

                                     By: /s/ John P. Sirico, II
                                         ---------------------------------------
                                         Name: John P. Sirico, II
                                         Title: Vice President

                                     NOTICE ADDRESS:
                                     c/o CIT Group Inc.
                                     Business Credit/Corporate Finance Group
                                     1 CIT Drive, 3rd Floor
                                     Livingston, New Jersey 07039
                                     Attn: Mark S. O'Keeffe, Managing Director
                                     Facsimile: (973) 740-5721

                                     with a copy to:

                                     c/o CIT Group Inc.
                                     Corporate Legal Department
                                     1 CIT Drive, 3rd Floor
                                     Livingston, New Jersey 07039
                                     Attn: John P. Sirico, II,
                                     Vice President & Assistant Chief Counsel
                                     Facsimile: (973) 422-5822 or (973) 740-5841

                                       S-6

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<PAGE>

                                Schedule 1.1(b)
                        TERM LOAN AMOUNTS, REVOLVING LOAN
                         COMMITMENTS AND PRO RATA SHARES

                                    TRANCHE B
                              TERM LOAN COMMITMENTS

<TABLE>
<CAPTION>
             Lender                                     Revolving Commitment              Pro Rata Share
====================================                    ====================              ==============
<S>                                                     <C>                               <C>
Deutsche Bank AG, New York Branch                       $        405,000,000                         100%
                                                        --------------------              --------------
            Total                                       $        405,000,000                         100%
                                                        --------------------              --------------
</TABLE>

                              REVOLVING COMMITMENTS
<TABLE>
<CAPTION>
             Lender                                     Revolving Commitment              Pro Rata Share
====================================                    ====================              ==============
<S>                                                     <C>                               <C>
Goldman Sachs Credit Partners, L.P.                     $         20,000,000                        26.7%
                                                        --------------------              --------------
Deutsche Bank AG, New York Branch                       $         15,000,000                          20%
                                                        --------------------              --------------
UBS Loan Finance LLC                                    $         15,000,000                          20%
                                                        --------------------              --------------
General Electric Capital Corporation                    $         15,000,000                          20%
                                                        --------------------              --------------
CIT Lending Services Corporation                        $         10,000,000                        13.3%
                                                        --------------------              --------------
              Total                                     $         75,000,000                         100%
                                                        -------------------               --------------
</TABLE>

840017-New York Server 7A - MSW

<PAGE>

                                SCHEDULE 3.1(e)
                         CLOSING DATE MORTGAGED PROPERTY

1809 Adel Street, Janesville, Wisconsin.

<PAGE>

                                  SCHEDULE 4.1
                               CORPORATE STRUCTURE

SEE ATTACHED.

                             Schedule 4.1 - Page 1

<PAGE>

                     STRUCTURE AFTER ACQUISITION AND MERGERS

                                  [FLOW CHART]

<PAGE>

                            SUBSIDIARIES OF HOLDINGS

<TABLE>
<CAPTION>
                                             JURISDICTION OF             AUTHORIZED           OUTSTANDING              SOLE
NAME                                    ORGANIZATION OR FORMATION      CAPITAL STOCK         CAPITAL STOCK    SHAREHOLDER OR MEMBER
--------------------------------------  -------------------------  -----------------------   --------------   ----------------------
<S>                                     <C>                        <C>                       <C>              <C>
Simmons Company                                 Delaware                3,000 shares           100 shares     THL-SC Bedding Company
                                                                      $0.01 par value         Common Stock
                                                                      Common Stock

Simmons Caribbean Bedding, Inc.*              Puerto Rico              10,000 shares           400 shares     Simmons Company
                                                                        no par value          Common Stock
                                                                        Common Stock

Gallery Corp.                                   Delaware              100,000 shares          1,000 shares    Simmons Company
                                                                      $0.01 par value         Common Stock
                                                                        Common Stock

                                                                      200,000 shares
                                                                      $0.01 par value
                                                                      Preferred Stock

SC Holdings, Inc.                               Delaware                 100 shares            100 shares     Simmons Company
                                                                      $0.01 par value         Common Stock
                                                                        Common Stock

Sleep Country USA, Inc.                         Delaware                3,000 shares          3,000 shares    SC Holdings, Inc.
                                                                       $0.01 par value        Common Stock
                                                                        Common Stock

Simmons I.P. Inc.*                              Ontario              Unlimited number of       2,121,100      Simmons Company
                                                                   shares of Common Stock    shares Common
                                                                                                 Stock

                                                                     Unlimited number of
                                                                   shares of Class A Stock

Info Establishment*                          Liechtenstein             10,000 S. Frs.        10,000 S. Frs.   Simmons Company

Simmons International Holding Company,          New York                 200 shares            101 shares     Simmons Company
Inc.*                                                                   no par value          Common Stock
[dissolution pending]                                                   Common Stock

                                                                          27 shares
                                                                        no par value
                                                                      Preferred Stock

Simmons International Ltd.*               Bahama Islands, B.V.I.         5,000 shares              N/A        Simmons Company
[dissolution pending]                                                  $1.00 par value
                                                                        Common Stock
</TABLE>

                             Schedule 4.1 - Page 1

<PAGE>

<TABLE>
<CAPTION>
                                           JURISDICTION OF              AUTHORIZED           OUTSTANDING               SOLE
NAME                                 ORGANIZATION OR FORMATION        CAPITAL STOCK         CAPITAL STOCK      SHAREHOLDER OR MEMBER
----------------------------------   -------------------------  ------------------------  ------------------   ---------------------
<S>                                  <C>                        <C>                       <C>                  <C>
688363 Ontario Limited*                        Ontario             Unlimited number of    10 shares Ordinary   Simmons Company
[dissolution pending]                                           shares of Ordinary Stock        Stock

                                                                   Unlimited number of      16,300 shares
                                                                     shares of First      Third Preference
                                                                    Preference Stock            Stock

                                                                   Unlimited number of
                                                                    shares of Second
                                                                    Preference Stock

                                                                   Unlimited number of
                                                                     shares of Third
                                                                    Preference Stock

The Simmons Manufacturing Co., LLC            Delaware                     N/A                   N/A           Simmons Company

Simmons Contract Sales, LLC                   Delaware                     N/A                   N/A           Simmons Company

World of Sleep Outlets, LLC                   Delaware                     N/A                   N/A           Simmons Company

Dreamwell, Ltd.                                Nevada                      N/A                   N/A           Simmons Company

Simmons Capital Management, LLC                Nevada                      N/A                   N/A           Simmons Company

Windsor Bedding Co., LLC                      Delaware                     N/A                   N/A           Simmons Company
</TABLE>

* Non-Guarantor Subsidiary

                              Schedule 4.1 - Page 2

<PAGE>

                                  SCHEDULE 4.12
                              REAL PROPERTY ASSETS

OWNED REAL PROPERTY

1809 Adel Street, Janesville, Wisconsin.
To be transferred to The Simmons Manufacturing Co., LLC on 12-19-03.

LEASED PROPERTY

Corporate

1.       Lease Agreement, as amended, between Concourse I, Ltd. and Simmons
         Company for the property located at One Concourse Parkway, Atlanta,
         Georgia, dated April 20, 2000.

2.       Lease, as amended, by and between St. Paul Properties, Inc. and Simmons
         Company for the property located at 1895 Beaver Ridge Circle, Norcross,
         Georgia, dated as of October 25, 2002.

3.       Standard Lease, as amended, by and between Endicott Company, LLC and
         Simmons Company for the property located at 1856 Corporate Drive,
         Gwinnett County, Georgia, dated as of September 20, 2002.

4.       Lease Agreement, as amended, by and between St. Paul Properties, Inc.
         and Simmons Company for the property located at 1900 Beaver Ridge
         Circle, Gwinnett County, Georgia, dated as of October 19, 1994.

5.       Lease Agreement, as amended, by and between The Simmons Manufacturing
         Co., LLC ("TSMC") and World Market Center Tower I, LLC for the property
         located at World Market Center, Las Vegas, Nevada, dated as of February
         5, 2003.

6.       Lease Agreement, as amended, by and between TSMC and Weston MartCo
         d/b/a San Francisco Mart for the property located at 875 Stevenson
         Street, San Francisco, California, dated as of December 10, 2002.

Plant Leases

1.       Lease Agreement, as amended, by and between CK-Childress Klein #8
         Limited Partnership and Simmons Company for the property located at
         5100 West W.T. Harris Boulevard, Charlotte, North Carolina, dated May
         5, 1993, assigned to TSMC on December 29, 2001.

2.       Building Lease Agreement by and between Building Ten, LLC, successor to
         Gateway Park II, LLC, and Simmons Company, dated October 18, 1997 for
         the property located at 17850 East 32nd Place, Aurora, Colorado,
         assigned to TSMC on December 29, 2001.

3.       Commercial and Industrial Lease Agreement, as amended, by and between
         Bluefin Associates and Simmons Company for the property located at 320
         Bowles Road, Agawam, Massachusetts, dated December 4, 1987, assigned to
         TSMC on December 29, 2001.

                             Schedule 4.12 - Page 1

<PAGE>

4.       Lease Agreement, as amended, by and between 20100 S. Alameda Property
         Company successor to Overton, Moore & Associates, Inc., successor in
         interest to Debu/Flair, Inc., and Simmons Company for the property
         located at 20100 South Alameda Street, Compton, California, dated March
         12, 1974, assigned to TSMC on December 29, 2001.

5.       Lease Agreement by and between CP REPROP Phoenix III Corporation and
         Simmons Company, dated March 12,1997 for the property located at 101
         North 104th Avenue, Tolleson, Arizona, assigned to TSMC on December 29,
         2001.

6.       Agreement of Lease, as amended, by and between 287 Industrial Park and
         Simmons Company for the property located at 365 South Randolphville
         Road, Piscataway, New Jersey, dated September 16, 1988, assigned to
         TSMC on December 29, 2001.

7.       Lease Agreement by and between ProLogis Development Services
         Incorporated by assignment from ProLogis Trust f/k/a Security Capital
         Industrial Trust and Simmons Company, dated May 29, 1998, for the
         property located at Crossroads Corporate Center, Indiana Avenue, Salt
         Lake City, Utah, assigned to TSMC on December 29, 2001.

8.       Deed of Lease, as amended, by and between Simmons Associates, L.P. and
         Simmons Company for the property located at Commerce Place, Lee Hill
         District, Spotsylvania Country, Virginia, dated October 7,1994,
         assigned to TSMC on December 29, 2001.

9.       Lease Agreement, as amended, by and between Black Development
         Corporation, Kurisu & Fergus, and Michael J. Fergus as Trustee under
         that certain unrecorded Revocable Living Trust of Michael J. Fergus
         dated October 1, 1991, as successor landlord to Michael M.H. Moon as
         Trustee of the Michael M.H. Moon Revocable Trust, dated February 12,
         1982, and Simmons Company for the property located at Campbell
         Industrial Park, Honolulu, Hawaii, dated November 30, 1992, assigned to
         TSMC on December 29, 2001.

10.      Lease Agreement, as amended, by and between Tri-Columbus Associates
         successor to Leadership Group, Inc. and Simmons Company for the
         property located at Marlane Drive, Grove City, Ohio, dated November 4,
         1987, assigned to TSMC on December 29, 2001.

11.      Lease Agreement, as amended, between John W. Rooker and Simmons Company
         for the property located in Discovery Park, Cobb County, Georgia, dated
         October 23, 1991, assigned to TSMC on December 29, 2001.

12.      Industrial Lease Agreement by and between DFW Trade Center I Limited
         Partnership and Simmons Company for the property located at 4255
         Patriot Drive, Coppell, Texas, dated February 18, 1998, assigned to
         TSMC on December 29, 2001.

13.      Lease Agreement, as amended, by and between Orbit Property Corporation,
         d/b/a 1700 Fairway Drive Associates, and Simmons Company, dated
         September 30,1992, for the property located at 1700 Fairway Drive, San
         Leandro, California, assigned to TSMC on December 29, 2001.

14.      Industrial/Office NNN Lease for Rainier Park of Industry between
         Panattoni Development Company, LLC and TSMC for the property located at
         52nd Street East, Sumner, Washington, dated as of January 22, 2003.

                             Schedule 4.12 - Page 2

<PAGE>

15.      Lease Agreement by and between Greater Hazleton Community Area New
         Development Organization and TSMC for the property located at 543
         Forest Road, Hazleton, Pennsylvania, dated as of August 8, 2003.

16.      Industrial/Office NNN Lease, dated August 25, 2003, by and between TSMC
         and Mericle 580 Oak Ridge, LLC for the property located at 580 Oak
         Ridge Road (1 Simmons Drive), Humboldt Industrial Park, Hazle Township,
         Luzerne County, Pennsylvania.

17.      Lease Agreement, dated December 1, 1996, by and between The City of
         Shawnee, Kansas and Simmons Company, assigned to TSMC on December 29,
         2001.

18.      Sublease Agreement by and between Roux Laboratories, Inc., d/b/a
         Colomer USA (as sublessor) and TSMC (as sublessee), dated as of
         September 11, 2003, with respect to certain property located at 540
         Beautyrest Avenue, Jacksonville, Florida.

19.      Sublease Agreement by and between Okefenokee Area Development Authority
         (as sublessor) and TSMC (as sublessee), dated as of October 15, 2003,
         with respect to certain property located at 2103 Memorial Drive,
         Waycross, Georgia.

World of Sleep Outlets, LLC ("WOS")

1.       Lease Agreement, dated June 15, 1995, between D&B No. 6, LLP, successor
         in interest to Indcon, L.P. and Simmons Company, as amended, for the
         property located at 1335 Chattahoochee Ave., Atlanta, Georgia, assigned
         to WOS on December 29, 2001.

2.       Standard Commercial Triple Net Lease, dated May 28, 1997, between A & E
         Partners, L.P. and Simmons Company, for the property located at Meadow
         Business Park, 1717-B Whitehead Road, Baltimore, Maryland, assigned to
         WOS on December 29, 2001.

3.       Lease, dated October 22, 2001, between MG Patchogue II Limited
         Partnership and Simmons Company, for the property located at Prime
         Outlets, 10 Farber Drive, Suite # 7, Bellport, New York, assigned to
         WOS on December 29, 2001. CLOSED IN NOVEMBER 2003.

4.       Standard Retail Lease between Vantage Management Company, as agent for
         Westvan Properties, Ltd., and Simmons Company, dated as of October 1,
         1999, for the property located at Trinity Service Center, 1290 Conveyor
         Lane, Dallas, Texas, assigned to WOS on December 29, 2001.

5.       Shopping Center Standard Lease, dated September 28, 2001, between NNN
         Empire Center, LLC and Simmons Company, for the property located at
         17012 Slover Avenue, Fontana, California, assigned to WOS on December
         29, 2001.

                             Schedule 4.12 - Page 3

<PAGE>

6.       Lease Agreement, dated August 14,2000, between Belton SC, GN, LLC,
         successor in interest to South Five Associates, LLC, and Simmons d/b/a
         World of Sleep Mattress Outlet, for the property located at 1309
         Anderson Street, Belton, South Carolina, assigned to WOS on December
         29, 2001.

7.       Lease Agreement, dated October, 1997, between American National
         Insurance Company and Simmons Company, for the property located at
         Grandview Plaza Shopping Center, 12905-L M, South 71 Highway,
         Grandview, Missouri, assigned to WOS on December 29, 2001. This lease
         is currently month-to-month. The Company is considering renewing the
         lease based on performance after Ql 2004.

8.       Lease Agreement, dated as of March 7, 2003, by and between WOS and
         Thrift Brothers, Inc. for the premises located at 367 Market Street,
         Dogwood Plaza, Oconee County, South Carolina.

9.       Home Furnishings Factory Outlet Lease, dated February 21, 1996, between
         Thomas W. Morelli, ultimate successor to Royce Realty, Inc., and
         Simmons Company, trading as Simmons Beautyrest Factory Outlet, as
         amended, for the property located at 6180 Morgantown Road, Box 207,
         Morgantown, Pennsylvania, assigned to WOS on December 29, 2001.

10.      Retail Lease, dated June 17, 1999, between 3701 Investors, L.L.C. and
         Simmons Company, for the property located at 3701 NE Sandy Blvd.,
         Portland, Oregon, assigned to WOS on December 29, 2001.

11.      Standard Shopping Center Lease, dated June 17, 1999, between Arapaho
         Ace Limited Liability Company and Simmons Mattress Company, for the
         property located at 1144 N. Piano Road, Suite #100, Richardson, Texas,
         assigned to WOS on December 29, 2001.

12.      Shopping Center Lease between Malon D. Mimms, predecessor to Clarke
         Crossing, and Simmons dated November 1, 1999, as amended, for the
         property located at the Clark Crossing Shopping Center, 3531 Atlanta
         Highway, Suite 106, Athens, Georgia, assigned to WOS on December 29,
         2001.

13.      Lease Contract, dated September 5, 1996, between Weingarten Realty
         Investors and Simmons Company, for the property located at Westbrooke
         Village Shopping Center, 7357 Quivera Road, Shawnee, Kansas, assigned
         to WOS on December 29, 2001.

14.      Pacific Business Park Lease, dated October 14, 1997, between Desert
         West Investors, L.L.C., and Simmons Company, as amended, for the
         property located at 8623 South 212th Street, Kent, Washington, assigned
         to WOS on December 29, 2001.

15.      Bay Ridge Shopping Center Lease Agreement, dated April 10, 2001,
         between Bank of Waukegan, as Trustee under a Trust Agreement dated the
         June 16, 1990, and known as Trust No. 3554 and Simmons Company, for the
         property located at 454 N. Green Bay Rd., Waukegan, Illinois, assigned
         to WOS on December 29, 2001.

                             Schedule 4.12 - Page 4

<PAGE>

16.      Lease Agreement, dated March 28,1996, between Simmons and Regency
         Business Park Office L.L.C., successor in interest to Security Capital
         industrial Trust, as amended, for the property located at 6290 Jimmy
         Carter Boulevard, Suite 208, Norcross, Georgia, assigned to WOS on
         December 29,2001.

17.      Lease Agreement, dated as of August 28, 2003, between Prologis and WOS
         for the property located at 880 North Hill Blvd, Suite 500, Reno,
         Nevada.

18.      WOS plans to enter into a new lease with Boyle Group for property
         located at 1100 McArthur Rd., Unit 1176, Jeffersonville, Ohio in
         November 2003.

Dreamwell, Ltd. ("Dreamwell")

Nevada Subsidiaries:

1.       Sublease & Administrative Services Agreement, dated as of December 6,
         2001, by & between Dreamwell (as sublessee) & Entity Services Nevada,
         LLC (as sublessor).

2.       Sublease & Administrative Services Agreement, dated as of December 6,
         2001, by & between Simmons Capital Management, LLC (as sublessee) &
         Entity Services Nevada, LLC (as sublessor).

Subleases (as Sublessor):

1.       Sublease, dated as of September 1, 2002, by and between Simmons Company
         (as sublessor) and Corporate Risk Solutions, Inc. (as sublessee), with
         respect to certain property located at One Concourse Parkway, Atlanta,
         Georgia.

2.       Sublease Agreement by and between Simmons Company (as sublessor) and
         L&P Property Management Company (as sublessee), dated October 1997,
         assigned to TSMC on December 29, 2001, with respect to certain property
         located at 1700 Fairway Drive, San Leandro, California. The sublessee
         has notified TSMC that they will not extend this sublease past December
         31, 2003.

                             Schedule 4.12 - Page 5
<PAGE>

                                  SCHEDULE 6.1
                         CERTAIN EXISTING INDEBTEDNESS

<TABLE>
<S>                                                         <C>                     <C>
Per Schedule 1.3(e) of  Stock Purchase Agreement:
---------------------------------------------------------------------------------------------------
City of Janesville, Wisconsin IRB $9.7M, 7%, 11/12/92; due 10/15/17                 $  9,700,000.00
---------------------------------------------------------------------------------------------------
Slumberland Note pay $500,000, 6%, 09/17/03; due 09/17/04                           $    500,000.00
---------------------------------------------------------------------------------------------------
SCUSA cap leases:                                                                   $    309,162.00
     CIT software equip
     Telephone system
     Office furniture
     Ford truck
     Cambridge software
---------------------------------------------------------------------------------------------------
Puerto Rico cap leases:                                                             $     44,762.39
     Small truck   $12,825.82
     Auto - Chrysler  $ 12,901.23
     Xerox copier $19,035.34
     Waycross, Georgia capital lease
---------------------------------------------------------------------------------------------------
City of Shawnee, Kansas IRB $5.0M, floating, 12/23/96; due 12/01/16                 $  4,000,000.00
---------------------------------------------------------------------------------------------------
Banco Santander Construction Loan $3.2M, floating, 12/12/97; due 12/01/12           $  2,115,587.89
---------------------------------------------------------------------------------------------------
Premium Financing @ 3.10% (AFCO and A1 Credit 03/04 Policy period)                  $  2,827,136.03
---------------------------------------------------------------------------------------------------
Undrawn Letters of Credit:                                                          $ 10,443,235.00
---------------------------------------------------------------------------------------------------
     Greenwich Insurance 96/97 Policy period                $   350,625.00
--------------------------------------------------------------------------
     National Union Fire Ins. 01/02 Policy period           $ 2,700,000.00
--------------------------------------------------------------------------
     National Union Fire Ins. 02/03 Policy period           $ 2,200,000.00
--------------------------------------------------------------------------
     National Union Fire Ins. 03/04 Policy period           $ 1,192,610.00
--------------------------------------------------------------------------
     KC IRB - Shawnee, KS plant                             $ 4,000,000.00
--------------------------------------------------------------------------
                Total                                       $10,443,235.00
--------------------------------------------------------------------------
</TABLE>

<PAGE>

                                  SCHEDULE 6.2
                             CERTAIN EXISTING LIENS

<TABLE>
<CAPTION>
                     Secured Party/Amended or Jurisdiction-
       Debtor             Assigned Name       Filing Office Type of Filing File Number   File Date Collateral Description/Comments
----------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>                      <C>           <C>            <C>           <C>       <C>
Simmons Caribbean    Leggett & Platt,         Puerto Rico   UCC-1           2002026239    4/10/02  Consigned inventory
Bedding, Inc.        Incorporated             -Secretary                                           located at Las Cuevas
Las Cuevas Ind.      No. 1 Leggett Road       of State                                             Ind. Center, Lot 6, Carr 8860,
Center, Lot          Carthage, MO 64836                                                            KM 1.1, Trujillo Alto, PR 00977
6, Carr 8860, KM 1.1
Trujillo Alto,
PR 00977
----------------------------------------------------------------------------------------------------------------------------------
Simmons Company      C. J. Hodder Lumber      California     UCC-1         199608960284   3/27/96  All cut to size box
1700 Fairway Drive   Company, Inc.            -Secretary                                           spring lumber delivered
San Leandro,         300 Weyman Plaza,        of State                                             to Simmons Company by
CA 94577             Ste. 240                               UCC-3          2000288C0037   10/03/00 C.J. Hodder Lumber
                     Pittsburgh, PA 15236-1520              Continuation                           Company, Inc. and not
                                                                                                   yet billed to Simmons
                                                                                                   Company (the consigned
                                                                                                   inventory).
----------------------------------------------------------------------------------------------------------------------------------
Simmons Company      Crown Credit Company     California    UCC-1          199806360092   2/27/98  Crown Lift Truck, Deka
1700 Fairway Drive   40 S. Washington Street  -Secretary                                           Battery,
San Leandro, CA      New Bremen, OH 45869     of State                                             Hobart Charger.
94577

                                                            UCC-3          1998174C0224   6-19-98  Amend truck model,
                                                            Amendment                              battery and serial
                                                                                                   numbers.
----------------------------------------------------------------------------------------------------------------------------------
Simmons Company      Crown Credit Company     California    UCC-1          199814060518  5/18/98   Crown Lift Truck, Deka
1700 Fairway Drive   40 S. Washington Street  -Secretary                                           Battery, Hobart
San Leandro, CA      New Bremen, OH 45869     of State                                             Charger.
94577
----------------------------------------------------------------------------------------------------------------------------------
Simmons Co.          Xerox Corp. 2200         California-   UCC-1          199818860147   7/03/98  One Xerox 5895 Copier.
20100 S. Alameda     2200 East McFadden       Secretary of
Street Compton.      Avenue Santa Ana,        State
CA 90221             CA 92705
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                     SECURED PARTY/AMENDED OR JURISDICTION-
       DEBTOR             ASSIGNED NAME       FILING OFFICE TYPE OF FILING FILE NUMBER   FILE DATE COLLATERAL DESCRIPTION/COMMENTS
----------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>                      <C>           <C>            <C>           <C>       <C>
Simmons Company      Safeco Credit Co.        California    UCC-1          199900860867   1/04/99  One 1998 Gehl
280 Glenwood Drive   Inc. DBA SAFELINE        -Secretary                                           Skidsteer Loader,
Scotts Valley, CA    Leasing 10915            of State                                             Model SL563DXT.
95066-3247           Willows Road NE

Add'l Lessee:        Redmond, WA 98052
Gilbert Simmons
Same address
----------------------------------------------------------------------------------------------------------------------------------
Simmons Company      Toyota Motor             California    UCC-1          199912360283   4/26/99  Certain Equipment.
20100 South          Credit Corp. P.O.        -Secretary
Alameda Compton,     Box 3457 Torrance,       of State
CA 90220             CA 90510
----------------------------------------------------------------------------------------------------------------------------------
Simmons Company      Toyota Motor             California    UCC-1          199912360291   4/26/99  Certain Equipment.
20100 South          Credit Corp. P.O.        -Secretary
Alameda Compton,     Box 3457 Torrance,       of State
CA 90220             CA 90510
----------------------------------------------------------------------------------------------------------------------------------
Simmons Company      Newcourt                 California    UCC-1          199917260148   6/16/99  Equipment located at
One Concourse        Communications           -Secretary                                           20100 South Alameda,
Parkway Atlanta,     Finance Corporation      of State                                             Compton, CA 90220.
GA 30328             2 Gatehall Drive
                     Parsippany, NJ 07054
----------------------------------------------------------------------------------------------------------------------------------
Simmons Company      Toyota Motor             California    UCC-1          199917760523   6/21/99  One new Toyota Forklift
20100 South          Credit Corp. P.O.        -Secretary                                           Model 42-6FGCU25, 189"
Alameda Compton,     Box 3457 Torrance,       of State                                             Mast, 60" Forks,
CA 90220             CA 90510                                                                      Sideshifter.
----------------------------------------------------------------------------------------------------------------------------------
Simmons Company      Bankvest Capital         California    UCC-1          199922560379   8/2/99   One Recond, Articulating
20100 South Alameda  Corp. 200                -Secretary                                           Boom Lift.
Street Compton, CA   Nickerson Road           of State
90220                Marlboro, MA 01752
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                        2
<PAGE>

<TABLE>
<CAPTION>
                     SECURED PARTY/AMENDED OR JURISDICTION-
    DEBTOR                ASSIGNED NAME       FILING OFFICE TYPE OF FILING FILE NUMBER   FILE DATE COLLATERAL DESCRIPTION/COMMENTS
----------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>                      <C>           <C>            <C>           <C>       <C>
Simmons Company      C. J. Hodder Lumber      California    UCC-1          200028460865   9/28/00  All cut to size box
20100 S. Alameda     Company, Inc. 300        -Secretary                                           spring lumber delivered
Compton, CA 90224    Weyman Plaza, Suite      of State                                             to Simmons Company by C.
                     240 Pittsburgh, PA                                    lapsed                  J. Hodder Lumber Company,
                     15236-1520                                            filing for              Inc., and not yet billed
                                                                           Finance St              to Simmons Company (the
                                                                           #9520960667             consigned inventory).
                                                                           originally
                                                                           filed
                                                                           7/26/95
----------------------------------------------------------------------------------------------------------------------------------
Simmons Company      Fleet Capital            California    UCC-1          200101760514   1/16/01  Certain Equipment.
One Concourse        Corporation (for         -Secretary
Parkway, Suite 800   itself and/or as         of State
Atlanta, GA 30328    agent) 50 Kennedy
                     Plaza, 5th Floor
                     Providence, RI 02903

                     Assigned to:                           UCC-3          2001078C0585   3/16/01  Assigned to General
                     General Electric                       Assignment                             Electric Capital
                     Capital Corporation                                                           Corporation.
                     1301 Virginia Drive,
                     Suite 200 Fort
                     Washington, PA 19034
----------------------------------------------------------------------------------------------------------------------------------
Simmons Company      Fleet Capital            California    UCC-1          200101760669   1/16/01  Certain Equipment.
One Concourse        Corporation (for         -Secretary
Parkway, Suite 800   itself and/or as         of State
Atlanta, GA 30328    agent) 50 Kennedy
                     Plaza, 5th Floor
                     Providence, RI 02903

                     Assigned to:                           UCC-3          2001078C0432   3/16/01  Assigned to General
                     General Electric Capital               Assignment                             Electric Capital
                     Corporation 1301                                                              Corporation.
                     Virginia Drive,
                     Suite 200 Fort
                     Washington, PA 19034
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       3
<PAGE>

<TABLE>
<CAPTION>
                     SECURED PARTY/AMENDED OR JURISDICTION-
       DEBTOR             ASSIGNED NAME       FILING OFFICE TYPE OF FILING FILE NUMBER   FILE DATE COLLATERAL DESCRIPTION/COMMENTS
----------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>                      <C>           <C>            <C>           <C>       <C>
Simmons Company      Tennant Financial        California    UCC-1          200107260348   3/12/01  One Tennant Model 8300-3072
20100 South Alameda  Services 4333            -Secretary                                           Sweeper/Scrubber.
Street Compton, CA   Edgewood Rd. N.E.        of State
90220                Cedar Rapids, IA 52411
----------------------------------------------------------------------------------------------------------------------------------
Simmons Company      CIT Communications       California    UCC-1          200110060558   4/05/01  Equipment located at
One Concourse        Finance Corporation      -Secretary                                           1700 Fairway Drive, San
Parkway Atlanta,     650 CIT Drive            of State                                             Leandro, CA 94577.
GA 30328             Livingston, NJ 07039

                     Assigned to:                           UCC-3          2001179C0704   6/27/01
                     General Electric                       Assignment
                     Capital Corporation
----------------------------------------------------------------------------------------------------------------------------------
Simmons Company      Fleet Capital            California    UCC-1          200122060427   8/07/01  Equipment: quilting machines,
One Concourse        Corporation (for         -Secretary                                           border machines, pocket
Parkway, Suite 800   itself and/or as         of State                                             machines.
Atlanta, GA 30328    agent) One Financial
                     Plaza, 5th Floor
                     Providence, RI 02903

                     Assigned to:                           UCC-3          2001339C0381  12/04/01  Assignment.
                     Transamerica                           Assignment
                     Equipment Financial
                     Services Corporation
                     5080 Spectrum Drive,
                     Suite 1100W Addison,
                     TX 75001
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                        4
<PAGE>

<TABLE>
<CAPTION>
                     SECURED PARTY/AMENDED OR JURISDICTION-
       DEBTOR             ASSIGNED NAME       FILING OFFICE TYPE OF FILING FILE NUMBER   FILE DATE COLLATERAL DESCRIPTION/COMMENTS
----------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>                      <C>           <C>            <C>           <C>       <C>
Simmons Company      Fleet Capital            California    UCC-1          200122260355   8/10/01  Equipment: quilting machines,
One Concourse        Corporation (for         -Secretary                                           border machines, pocket
Parkway, Suite 800   itself and/or as         of State                                             machines.
Atlanta, GA 30328    agent) One Financial
                     Plaza, 5th Floor
                     Providence, RI 02903

                     Assigned to:                                          2001339C0353  12/04/01
                     Transamerica
                     Equipment Financial
                     Services Corporation
                     5080 Spectrum Drive,
                     Suite 1100W Addison,
                     TX 75001
----------------------------------------------------------------------------------------------------------------------------------
Simmons Company,     Safeco Credit Co.        Delaware      UCC-1            10655048     7/9/01   Equipment Leases - one
Inc. 1 Concourse     Inc. DBA SAFELINE        -Secretary                                           Yard Spotter
Parkway Suite 600    Leasing 10915            of State
Atlanta, GA 30328    Willows Road NE
                     Redmond, WA 98052
----------------------------------------------------------------------------------------------------------------------------------
Simmons Company      Crown Credit             Delaware      UCC-1            10861414     8/3/01   Equipment - two Fork Lift
One Concourse        Company 44 S             -Secretary                                           Trucks
Parkway Atlanta,     Washington New           of State
GA 30329             Bremen, OH 45869
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       5
<PAGE>

<TABLE>
<CAPTION>
                     SECURED PARTY/AMENDED OR JURISDICTION-
       DEBTOR             ASSIGNED NAME       FILING OFFICE TYPE OF FILING FILE NUMBER   FILE DATE COLLATERAL DESCRIPTION/COMMENTS
----------------------------------------------------------------------------------------------------------------------------------
<S>                  <C>                      <C>           <C>            <C>           <C>       <C>
Simmons Company      Fleet Capital            Delaware      UCC-1            10869615      8/6/01  Equipment-- quilting machines,
One Concourse        Corporation (for         -Secretary                                           border machines,
Parkway, Ste 800     itself and/or as         of State                                             pocket machines
Atlanta, GA 30328    agent) One Financial
                     Plaza, 5th Floor
                     Providence, RI 02903

                     Assignor:                              UCC-3            11786974    12/27/01
                     Transamerica                           assignment
                     Equipment Financial
                     Services Corporation
                     5080 Spectrum Drive
                     Suite 1100W
                     Addison,TX 75001
----------------------------------------------------------------------------------------------------------------------------------
Simmons Company       Fleet Capital          Delaware      UCC-1             10890207      8/8/01  Equipment - quilting machines,
One Concourse         Corporation (for       -Secretary                                            border machines, pocket
Parkway, Ste 800      itself and/or as       of State                                              machines
Atlanta, GA 30328     agent) One Financial
                      Plaza, 5th  Floor
                      Providence, RI 02903
----------------------------------------------------------------------------------------------------------------------------------
Simmons Company       Crown Credit           Delaware      UCC-1             10896709      8/9/01  Equipment - one Crown Lift
One Concourse         Company 44 S           -Secretary                                            Truck
Parkway Atlanta,      Washington             of State
GA 30329              Street New
                      Bremen, OH 45869
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       6
<PAGE>

<TABLE>
<CAPTION>
                          Secured Party/Amended or    Jurisdiction-                                              Collateral
      Debtor                  Assigned Name           Filling Office Type of Filing File Number File Date   Description/Comments
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                         <C>            <C>            <C>          <C>      <C>
Simmons Company           CIT Communications Finance  Delaware-        UCC-1        10916424              Master Equipment Lease for
One Concourse Parkway     Corporation                 Secretary of     In-Lieu                   8/27/01  Janesville,
Atlanta, GA 30328         650 CIT Drive               State                                               WI (in-lieu of
                          Livingston, NJ 07039                                                            continuation statement
                                                                                                          remaining effective with
                          Assignor:                                                                       Wisconsin SOS)
                          General Electric Capital                     UCC-3        10916465     8/27/01
                          Corporation                                  assignment
                          1301 Virginia Drive,
                          Ste 200
                          Ft. Washington, PA 19034
------------------------------------------------------------------------------------------------------------------------------------
Simmons Company           Leggett & Platt,            Delaware -       UCC-1        11024939     9/17/01  Consigned inventory
4255 Patriot Drive,       Incorporated                Secretary of                                        located at 4255 Patriot
Ste 100                   No. 1 Leggett Road          State                                               Drive , Suite 100,
Grapevine, TX 76051       P.O. Box 757                                                                    Grapevine , TX 76051
                          Carthage, MO 64836
------------------------------------------------------------------------------------------------------------------------------------
Simmons Company           Leggett & Platt,            Delaware -       UCC-1        11024996     9/17/01  Consigned inventory
7131 Discovery Blvd       Incorporated                Secretary of                                        located at 7131 Discovery
Mableton, GA 30059        No. 1 Leggett Road          State                                               Blvd, Mableton, GA 30059
                          P.O. Box 757
                          Carthage, MO 64836
------------------------------------------------------------------------------------------------------------------------------------
Simmons Company 3960      Leggett & Platt,            Delaware -       UCC-1        11025076     9/17/01  Consigned inventory
3960 Brookham Drive       Incorporated                Secretary of                                        located at 3960 Brookham
Grove City, OH 43123      No. 1 Leggett Road          State                                               Drive, Grove City,
                          P.O. Box 757                                                                    OH 43123
                          Carthage, MO 64836
------------------------------------------------------------------------------------------------------------------------------------
Simmons Company           Leggett & Platt,            Delaware-        UCC-1        11076624     9/24/01  Consigned inventory
101 North 104th Avenue,   Incorporated                Secretary of                                        located at 101 North
Ste A                     No. 1 Leggett Road          State                                               104th Avenue, Ste A,
Tolleson, AZ 85353        P.O. Box 757                                                                    Tolleson, AZ 85353
                          Carthage, MO 64836
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       7
<PAGE>

<TABLE>
<CAPTION>
                          Secured Party/Amended or     Jurisdiction                                              Collateral
      Debtor                  Assigned Name            -Filing Office Type of Filing File Number File Date   Description/Comments
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                          <C>            <C>            <C>         <C>       <C>
Simmons Company           Leggett & Platt,             Delaware -      UCC-1          11076681    9/24/01 Consigned inventory
365 S. Randolphville Rd.  Incorporated                 Secretary of                                       located at 365 S.
Piscataway, NJ 08854      No. 1 Leggett Road P.O. Box  State                                              Randolphville Rd.,
                          P.O. Box 757                                                                    Piscataway, NJ 08854
                          Carthage, MO 64836
------------------------------------------------------------------------------------------------------------------------------------
Simmons Company           The CIT Group/Equipment      Delaware -      UCC-1          11106389    9/5/01  Equipment - 3 BT Prime Mo
320 Bowles Road           Financing, Inc.              Secretary of                                       PMX 2760, including
Agawam, MA 01001          P.O. Box 27248               State                                              leases, chattel paper,
                          Tempe, AZ 85285-7248                                                            documents, general
                                                                                                          intangibles, instruments,
                                                                                                          accounts, rental &
                                                                                                          contract rights now
                                                                                                          existing or hereafter
                                                                                                          arising with respect to
                                                                                                          the foregoing and all cash
                                                                                                          & non-cash proceeds
                                                                                                          thereof.
------------------------------------------------------------------------------------------------------------------------------------
Simmons Company           Tennant Financial Services   Delaware -      UCC-1          11111736    9/6/01  Equipment - one Tennant
20100 South Alameda       10 Riverview Drive           Secretary of                                       Model 8300-3072
Street                    Danbury, CT 06810            State                                              Sweeper/Scrubber
Compton, CA 90220
------------------------------------------------------------------------------------------------------------------------------------
Simmons Company           Leggett & Platt,             Delaware -      UCC-1          11194005   10/10/01 Consigned inventory
1809 Adel Street          Incorporated                 Secretary of                                       located at 1809 Adel
Janesville, WI 53546      No. 1 Leggett Road           State                                              Street Janesville,
                          P.O. Box 757                                                                    WI 53546
                          Carthage, MO 64836
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       8
<PAGE>

<TABLE>
<CAPTION>
                          Secured Party/Amended or     Jurisdiction                                              Collateral
      Debtor                  Assigned Name           Filing Office  Type of Filing File Number File Date   Description/Comments
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                         <C>            <C>            <C>         <C>       <C>
Simmons Company           Fleet Capital Corporation    Delaware -       UCC-1         11219844   10/12/01 Textile equipment,
One Concourse Parkway,    One Financial Plaza, 5th     Secretary of                                       including proceeds in the
Ste 800                   Floor Providence, RI 02903   State                                              form of goods, accounts,
Atlanta, GA 30328                                                                                         chattel paper, documents,
                          Assignor:                                     UCC-3         11605554   12/04/01 instruments, general
                          Transamerica Equipment                        assignment                        intangibles, investment
                          Financial Services                                                              property, deposit
                          Corporation 5080 Spectrum                                                       accounts, letter of credit
                          Drive Suite 1100 Addison,TX                                                     rights and supporting
                          75001                                                                           obligations.
                                                                                                          Note: the assignment
                                                                                                          refers to financing no.
                                                                                                          11219844 but references an
                                                                                                          incorrect file date of
                                                                                                          10/19/01 for the original
                                                                                                          financing no.
------------------------------------------------------------------------------------------------------------------------------------
Simmons Company           Fleet Capital Corporation    Delaware -       UCC-1          11219877  10/12/01 Textile equipment,
One Concourse Parkway,    One Financial Plaza, 5th     Secretary of                                       including proceeds in the
Ste 800                   Floor Providence, RI 02903   State                                              form of goods, accounts,
Atlanta, GA 30328                                                                                         chattel paper, documents,
                          Assignor:                                     UCC-3          11605570  12/04/01 instruments, general
                          Transamerica Equipment                        assignment                        intangibles, investment
                          Financial Services                                                              property, deposit
                          Corporation 5080 Spectrum                                                       accounts, letter of credit
                          Drive Suite 1100 Addison, TX                                                    rights and supporting
                          75001                                                                           obligations.
------------------------------------------------------------------------------------------------------------------------------------
Simmons Company           Leggett & Platt,             Delaware--       UCC-1          11237093  10/16/01 Consigned inventory
425 C Street, N.W.        Incorporated                 Secretary of                                       located at 425 C Street,
Auburn, WA 98001          No. 1 Leggett Road P.O. Box  State                                              N.W., Auburn,
                          757 Carthage, MO 64836                                                          WA 98001-3908
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       9
<PAGE>

<TABLE>
<CAPTION>
                          Secured Party/Amended or     Jurisdiction-                                             Collateral
      Debtor                  Assigned Name            Filling Office Type of Filing File Number File Date   Description/Comments
------------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                          <C>            <C>            <C>         <C>      <C>
Simmons Company           Leggett & Platt,             Delaware -       UCC-1        11273106    10/19/01 Consigned inventory
320 Bowles Road           Incorporated                 Secretary of                                       located at 320
Agawam, MA 01001          No. 1 Leggett Road P.O.      State                                              Bowles Road, Agawam, MA
                          Box 757
                          Carthage, MO 64836
------------------------------------------------------------------------------------------------------------------------------------
Simmons Company           Crown Credit Company         Delaware -       UCC-1        11308951     10/3/01 Equipment - 1 Crown Lift
One Concourse Parkway     44 S Washington New          Secretary of                                       Truck
Atlanta, GA 30329         Bremen, OH 45869             State
------------------------------------------------------------------------------------------------------------------------------------
Simmons Company           The CIT Group/Equipment      Delaware -       UCC-1        11395586    10/15/01 Equipment- 1 truck
320 Bowles Road           Financing, Inc. P.O. Box     Secretary of
Agawam, MA 01001          27248 Tempe, AZ 85285-       State
                          7248
------------------------------------------------------------------------------------------------------------------------------------
Simmons Company           Crown Credit Company 44      Delaware -       UCC-1        11689269    11/13/01 Equipment - 3 Crown Lift
One Concourse Parkway     S Washington Street New      Secretary of                                       Trucks
Atlanta, GA 30329         Bremen, OH 45869             State
------------------------------------------------------------------------------------------------------------------------------------
Simmons Company Inc.      Safeco Credit Co. Inc.       Delaware -       UCC-1        11803951    11/26/01 Equipment - one Commando
1 Concourse Parkway       DBA SAFELINE Leasing         Secretary of                                       Yard Spotter
Suite 600 Atlanta, GA     10915 Willows Road NE        State
30328                     Redmond, WA 98052

------------------------------------------------------------------------------------------------------------------------------------
Simmons Company           Crown Credit Company         Delaware -       UCC-1        20088926    12/05/01 Equipment - 2 Crown Lift
One Concourse Parkway     44 S Washington Street       Secretary of                                       Trucks
Atlanta, GA 30329         New Bremen, OH 45869         State
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       10
<PAGE>
<TABLE>
<CAPTION>
                                 Secured Party/Amended or       Jurisdiction -
           Debtor                      Assigned Name            Filing Office      Type of Filing
-------------------------------------------------------------------------------------------------
<S>                            <C>                            <C>                  <C>
Simmons Company                UMB Bank & Trust, n.a. f/k/a   Delaware -           UCC-1
One Concourse Parkway,         State Street Bank and Trust    Secretary of State   In-Lieu
Ste 600                        Company of Missouri, N.A.
Atlanta, GA 30328-5346         2 S. Broadway, Ste 435
                               St. Louis, MO 63102
-------------------------------------------------------------------------------------------------
Simmons Company                C.J. Hodder Lumber Co., Inc.   Delaware -           UCC-1
c/o Corporation Service Co.    300 Weyman Plaza, Ste 240      Secretary of State   Consignment
2711 Centerville Road          Pittsburgh, PA 15236-1520                           In-Lieu
Suite 400
Wilmington, DE 19808
                                                                                   UCC-3
                                                                                   amendment
-------------------------------------------------------------------------------------------------
Simmons Company                C.J. Hodder Lumber Co., Inc.   Delaware--           UCC-1
c/o Corporation Service Co.    300 Weyman Plaza, Ste 240      Secretary of State   Consignment
2711 Centerville Road          Pittsburgh, PA 15236-1520                           In-Lieu
Suite 400
Wilmington, DE 19808
-------------------------------------------------------------------------------------------------
Simmons Company                Crown Credit Company           Delaware -           UCC-1
One Concourse Parkway          44 S Washington Street         Secretary of State
Atlanta, GA 30329              New Bremen, OH 45869
-------------------------------------------------------------------------------------------------
Simmons Company                Crown Credit Company           Delaware -           UCC-1
One Concourse Parkway          44 S Washington Street         Secretary of State
Atlanta, GA 30329              New Bremen, OH 45869
-------------------------------------------------------------------------------------------------
Simmons Company                Crown Credit Company           Delaware -           UCC-1
One Concourse Parkway          44 S Washington Street         Secretary of State
Atlanta, GA 30329              New Bremen, OH 45869
-------------------------------------------------------------------------------------------------

<CAPTION>
           Debtor              File Number   File Date   Collateral Description/Comments
-------------------------------------------------------------------------------------------
<S>                            <C>           <C>         <C>
Simmons Company                20207419      12/26/01    Equipment for Project Building
One Concourse Parkway,                                   from bond proceeds. In-lieu of
Ste 600                                                  continuation for Kansas SOS filing
Atlanta, GA 30328-5346
-------------------------------------------------------------------------------------------
Simmons Company                20281034      1/7/02      All cut to size Box Spring /lumber
c/o Corporation Service Co.                              deliver to Simmons Company by C.J.
2711 Centerville Road                                    Hodder Lumber Company, Inc. and
Suite 400                                                not yet billed to Simmons Company.
Wilmington, DE 19808
                               21135338      4/17/02     Amendment corrected "in lieu of"
                                                         filing.
-------------------------------------------------------------------------------------------
Simmons Company                20281315      1/7/02      All cut to size Box Spring /lumber
c/o Corporation Service Co.                              deliver to Simmons Company by C.J.
2711 Centerville Road                                    Hodder Lumber Company, Inc. and
Suite 400                                                not yet billed to Simmons Company
Wilmington, DE 19808
-------------------------------------------------------------------------------------------
Simmons Company                20493977      1/31/02     Equipment - 1 Crown Lift Truck
One Concourse Parkway
Atlanta, GA 30329
-------------------------------------------------------------------------------------------
Simmons Company                20559587      2/8/02      Equipment - 3 Crown Lift Trucks
One Concourse Parkway
Atlanta, GA 30329
-------------------------------------------------------------------------------------------
Simmons Company                20981971      3/27/02     Equipment - 1 Crown Lift Truck
One Concourse Parkway
Atlanta, GA 30329
-------------------------------------------------------------------------------------------
</TABLE>

                                       11
<PAGE>

<TABLE>
<CAPTION>
                        Secured Party/Amended or      Jurisdiction-
           Debtor            Assigned Name            Filing Office     Type of Filing
--------------------------------------------------------------------------------------
<S>                     <C>                         <C>                 <C>
Simmons Company         Crown Credit Company        Delaware -               UCC-1
One Concourse Parkway   44 S Washington Street      Secretary of State
Atlanta GA 30329        New Bremen, OH 45869
--------------------------------------------------------------------------------------
Simmons Company         CIT Communications Finance  Delaware -               UCC-1
One Concourse Parkway   Corporation                 Secretary of State
Atlanta, GA 30328       1 CIT Drive
                        Livingston, NJ 07039
--------------------------------------------------------------------------------------
Simmons Company         Crown Credit Company        Delaware -               UCC-1
One Concourse Parkway   44 S Washington Street      Secretary of State
Atlanta, GA 30329       New Bremen, OH 45869
--------------------------------------------------------------------------------------
Simmons Company         Crown Credit Company        Delaware -               UCC-1
One Concourse Parkway   44 S Washington Street      Secretary of State
Atlanta, GA 30329       New Bremen, OH 45869
--------------------------------------------------------------------------------------
Simmons Company         Crown Credit Company        Delaware -               UCC-1
One Concourse Parkway   44 S Washington Street      Secretary of State
Atlanta, GA 30329       New Bremen, OH 45869
--------------------------------------------------------------------------------------
Simmons Company         Crown Credit Company        Delaware--               UCC-1
One Concourse Parkway   44 S Washington Street      Secretary of State
Atlanta, GA 30329       New Bremen, OH 45869
--------------------------------------------------------------------------------------
Simmons Company         Crown Credit Company        Delaware -               UCC-1
One Concourse Parkway   44 S Washington Street      Secretary of State
Atlanta, GA 30329       New Bremen, OH 45869
--------------------------------------------------------------------------------------
Simmons Company         Crown Credit Company        Delaware -               UCC-1
One Concourse Parkway   44 S Washington Street      Secretary of State
Atlanta, GA 30329       New Bremen, OH 45869
--------------------------------------------------------------------------------------
Simmons Company         Crown Credit Company        Delaware -               UCC-1
One Concourse Parkway   44 S Washington Street      Secretary of State
Atlanta, GA 30329       New Bremen, OH 45869
--------------------------------------------------------------------------------------

<CAPTION>
           Debtor       File Number  File Date   Collateral Description/Comments
--------------------------------------------------------------------------------
<S>                     <C>          <C>         <C>
Simmons Company          21293202     5/2/02     Equipment - 1 Crown Lift Truck
One Concourse Parkway
Atlanta GA 30329
--------------------------------------------------------------------------------
Simmons Company          21391782     5/13/02    Equipment Lease
One Concourse Parkway
Atlanta, GA 30328
--------------------------------------------------------------------------------
Simmons Company          21744139     6/18/02    Equipment - 5 Crown Lift Trucks
One Concourse Parkway
Atlanta, GA 30329
--------------------------------------------------------------------------------
Simmons Company          21933021     7/12/02    Equipment - 1 Crown Lift Truck
One Concourse Parkway
Atlanta, GA 30329
--------------------------------------------------------------------------------
Simmons Company          21976335     7/23/02    Equipment - 1 Crown Lift Truck
One Concourse Parkway
Atlanta, GA 30329
--------------------------------------------------------------------------------
Simmons Company          22051674     8/7/02     Equipment - 1 Crown Lift Truck
One Concourse Parkway
Atlanta, GA 30329
--------------------------------------------------------------------------------
Simmons Company          22161226     8/21/02    Equipment - 1 Crown Lift Truck
One Concourse Parkway
Atlanta, GA 30329
--------------------------------------------------------------------------------
Simmons Company          22161234     8/21/02    Equipment - 2 Crown Lift Trucks
One Concourse Parkway
Atlanta, GA 30329
--------------------------------------------------------------------------------
Simmons Company          22163206     8/21/02    Equipment - 2 Crown Lift Trucks
One Concourse Parkway
Atlanta, GA 30329
--------------------------------------------------------------------------------
</TABLE>

                                       12
<PAGE>

<TABLE>
<CAPTION>
                                 Secured Party/Amended or       Jurisdiction -
          Debtor                      Assigned Name              Filing Office     Type of Filing
-------------------------------------------------------------------------------------------------
<S>                            <C>                            <C>                  <C>
Simmons Company                Crown Credit Company 44 S      Delaware -               UCC-1
One Concourse Parkway          Washington Street              Secretary of State
Atlanta, GA 30329              New Bremen, OH 45869
-------------------------------------------------------------------------------------------------
Simmons Company                Crown Credit Company 44 S      Delaware -               UCC-1
One Concourse Parkway          Washington Street              Secretary of State
Atlanta, GA 30329              New Bremen, OH 45869
-------------------------------------------------------------------------------------------------
Simmons Company                Crown Credit Company 44 S      Delaware -               UCC-1
One Concourse Parkway          Washington Street              Secretary of State
Atlanta, GA 30329              New Bremen, OH 45869
-------------------------------------------------------------------------------------------------
Simmons Company                CIT Communications Finance     Delaware -               UCC-1
One Concourse Parkway          Corporation                    Secretary of State
Atlanta, GA 30328              1 CIT Drive
                               Livingston, NJ 07039
-------------------------------------------------------------------------------------------------
Simmons Company                CIT Communications Finance     Delaware -               UCC-1
One Concourse Parkway          Corporation                    Secretary of State
Atlanta, GA 30328              1 CIT Drive
                               Livingston, NJ 07039
-------------------------------------------------------------------------------------------------

<CAPTION>
          Debtor               File Number   File Date   Collateral Description/Comments
----------------------------------------------------------------------------------------
<S>                            <C>           <C>         <C>
Simmons Company                 22281842      9/5/02     Equipment - 2 Crown Lift Trucks
One Concourse Parkway
Atlanta, GA 30329
----------------------------------------------------------------------------------------
Simmons Company                 22467995      9/25/02    Equipment - 3 Crown Lift Trucks
One Concourse Parkway
Atlanta, GA 30329
----------------------------------------------------------------------------------------
Simmons Company                 22471468      9/25/02    Equipment - 1 Crown Lift Truck
One Concourse Parkway
Atlanta, GA 30329
----------------------------------------------------------------------------------------
Simmons Company                 23102716      12/12/02   Equipment Lease
One Concourse Parkway
Atlanta, GA 30328
----------------------------------------------------------------------------------------
Simmons Company                 23103078      12/12/02   Equipment Lease
One Concourse Parkway
Atlanta, GA 30328
----------------------------------------------------------------------------------------
</TABLE>

                                       13
<PAGE>

<TABLE>
<CAPTION>
                    Secured Party/Amended  Jurisdiction-
      Debtor        or Assigned Name       Filing Office  Type of Filing   File Number   File Date  Collateral Description/Comments
-----------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                    <C>            <C>              <C>           <C>        <C>
Simmons Company     GATX Technology        Delaware-      UCC-1             30322035      1/22/03   Master Equipment Lease -
One Concourse       Services Corporation   Secretary                                                computer equipment
Parkway, Ste 600    2502 North Rocky       of State
Atlanta, GA 30328   Point Drive
                    Suite 960
                    Tampa, FL 33607

                    Assignor:                             UCC-3             32156423      8/4/03
                    Pullman Bank and Trust                assignment
                    Company
                    3930 Edison Lakes Parkway
                    Suite 310
                    Mishawaka, IN 46545
----------------------------------------------------------------------------------------------------------------------------------
Simmons Company     GE Capital             Delaware-      UCC-1             30333453      1/28/03   Equipment - 3 Copier
320 Bowles Road     P.O. Box 740434        Secretary                                                Systems
Springfield,        Atlanta, GA 30374      of State
MA 01101
----------------------------------------------------------------------------------------------------------------------------------
Simmons Company     GATX Technology        Delaware-      UCC-1             30470602      2/13/03   Master Equipment Lease -
One Concourse       Services Corporation   Secretary                                                computer equipment
Parkway, Ste 600    2502 North Rocky       of State
Atlanta, GA 30328   Point Drive Suite
                    960 Tampa, FL 33607
----------------------------------------------------------------------------------------------------------------------------------
Simmons Company     GATX Technology        Delaware-      UCC-1             30470800      2/13/03   Master Equipment Lease -
One Concourse       Services Corporation   Secretary                                                computer equipment
Parkway, Ste 600    2502 North Rocky       of State
Atlanta, GA 30328   Point Drive Suite
                    960 Tampa, FL 33607
----------------------------------------------------------------------------------------------------------------------------------
Simmons Company     Crown Credit Company   Delaware-      UCC-1             30682289      2/27/03   Equipment - 1 Crown Lift
One Concourse       44 S Washington Street Secretary                                                Truck
Parkway Atlanta,    New Bremen, OH 45869   of State
GA 30329

----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       14

<PAGE>

<TABLE>
<CAPTION>
                    Secured Party/Amended  Jurisdiction-
    Debtor          or Assigned Name       Filing Office  Type of Filing   File Number   File Date  Collateral Description/Comments
-----------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                    <C>            <C>              <C>           <C>        <C>
Simmons Company     GATX Technology        Delaware-      UCC-1             30724784      3/7/03    Master Equipment Lease
One Concourse       Services Corporation   Secretary                                                -computer equipment
Parkway, Ste 600    2502 North Rocky       of State
Atlanta, GA 30328   Point Drive
                    Suite 960
                    Tampa, FL 33607
-----------------------------------------------------------------------------------------------------------------------------------
Simmons Company     GATX Technology        Delaware-      UCC-1             31125965      4/21/03   Master Equipment Lease -
One Concourse       Services Corporation   Secretary                                                computer equipment
Parkway, Ste 600    2502 North Rocky       of State
Atlanta, GA 30328   Point Drive
                    Suite 960
                    Tampa, FL 33607
-----------------------------------------------------------------------------------------------------------------------------------
Simmons Company     Crown Credit           Delaware-      UCC-1             31380065      6/2/03    Equipment - 1 Crown Lift
One Concourse       Company 44 S           Secretary                                                Truck
Parkway Atlanta,    Washington Street      of State
GA 30329            New Bremen, OH 45869
-----------------------------------------------------------------------------------------------------------------------------------
Simmons Company     Crown Credit           Delaware-      UCC-1             31380164      6/2/03    Equipment - 4 Crown Lift
One Concourse       Company 44 S           Secretary                                                Trucks
Parkway Atlanta,    Washington Street      of State
GA 30329            New Bremen, OH 45869
-----------------------------------------------------------------------------------------------------------------------------------
Simmons Company     GATX Technology        Delaware-      UCC-1             31424210      6/5/03    Master Equipment Lease -
One Concourse       Services Corporation   Secretary                                                computer equipment
Parkway,Ste 600     2502 North Rocky       of State
Atlanta, GA 30328   Point Drive
                    Suite 960
                    Tampa, FL 33607
-----------------------------------------------------------------------------------------------------------------------------------
Simmons Company     General Electric       Delaware-      UCC-1              31495038     5/12/03   Various Trailers and
One Concourse       Capital Corporation    Secretary                                                equipment
Parkway, Ste 600    4 North Park Drive,    of State
Atlanta, GA 30328   Ste 500
                    Hunt Valley, MD 21030
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       15
<PAGE>

<TABLE>
<CAPTION>
                    Secured Party/Amended  Jurisdiction-
    Debtor          or Assigned Name       Filing Office  Type of Filing   File Number   File Date  Collateral Description/Comments
-----------------------------------------------------------------------------------------------------------------------------------
<S>                 <C>                    <C>            <C>              <C>           <C>        <C>
Simmons Company     Crown Credit Company   Delaware-      UCC-1             31533598      6/17/03   Equipment - 2 Crown Lift Trucks
1 Concourse Parkway 44 S Washington Street Secretary
Atlanta, GA 30329   New Bremen, OH 45869   of State


-----------------------------------------------------------------------------------------------------------------------------------
Simmons Company     CIT Communications     Delaware-      UCC-1             31596496      6/24/03   Equipment Lease
1 Concourse Parkway Finance Corporation    Secretary
NE Atlanta,         1 CIT Drive            of State
GA 30328            Livingston, NJ 07039
-----------------------------------------------------------------------------------------------------------------------------------
Simmons Company     GATX Technology        Delaware-      UCC-1             31629677      5/27/03   Master Equipment Lease -
One Concourse       Services Corporation   Secretary                                               computer equipment
Parkway, Ste 600    2502 North Rocky       of State
Atlanta, GA 30328   Point Drive Suite
                    960 Tampa, FL 33607
-----------------------------------------------------------------------------------------------------------------------------------
Simmons Company     Safeco Credit Co. Inc. Delaware-      UCC-1             31829822      7/17/03   Equipment Lease
5100-R West WT      10915 Willows Road NE  Secretary
Harris Blvd         Redmond, WA 98052      of State
Charlotte,
NC 28269

                    Additional secured
                    party:
                    ---------------------
                    Safeline Leasing
                    10915 Willows Road NE
                    Redmond, WA 98052
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       16
<PAGE>

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------
                            Secured           Jurisdiction-
                        Party/Amended or         Filing      Type of                                 Collateral
       Debtor             Assigned Name          Office      Filing    File Number   File Date   Description/Comments
---------------------------------------------------------------------------------------------------------------------
<S>                   <C>                     <C>            <C>       <C>           <C>         <C>
Simmons Company       Safeco Credit Co. Inc.  Delaware--      UCC-1     31854184      7/21/03    Equipment Lease
1 Concourse Parkway,  10915 Willows Road NE   Secretary
Ste 600               Redmond, WA 98052       of State
Atlanta, GA 30328

                      Additional secured
                      Party:
                      Safeline Leasing
                      10915 Willows
                      Road NE Redmond,
                      WA 98052

---------------------------------------------------------------------------------------------------------------------
Simmons Company       Safeco Credit Co. Inc.  Delaware--      UCC-1     31854192      7/21/03    Equipment Lease
5100 R West WT Harris 10915 Willows Road      NEtary
Blvd                  Redmond, WA 98052       of State
Charlotte, NC 28269

                      Additional secured
                      party:
                      Safeline Leasing
                      10915 Willows
                      Road NE Redmond,
                      WA 98052

---------------------------------------------------------------------------------------------------------------------
Simmons Company       OCE-USA, Inc.           Delaware--      UCC-1     32080318      8/11/03    Equipment Lease
3960 Brookham Dr      5450 North              Secretary
Grove City, OH        Cumberland              of State
43123                 Chicago, IL 60656-149

---------------------------------------------------------------------------------------------------------------------
Simmons Company       GATX Technology         Delaware--      UCC-1     32442500      9/22/03    Master Equipment
One Concourse         Services Corporation    Secretary                                          Lease - computer
Parkway, Ste 600      2502 North Rocky        of State                                            equipment
Atlanta, GA 30328     Point Drive Suite 960
                      Tampa, FL 33607

---------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       17
<PAGE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------
                            Secured          Jurisdiction -
                        Party/Amended or        Filing          Type of                                   Collateral
       Debtor             Assigned Name         Office          Filing      File Number   File Date   Description/Comments
--------------------------------------------------------------------------------------------------------------------------
<S>                   <C>                    <C>             <C>            <C>           <C>         <C>
Simmons Company       GATX Technology        Delaware-       UCC-1             32445875    9/22/03    Master Equipment
One Concourse         Services               Secretary                                                Lease - computer
Parkway,              Corporation            of State                                                 equipment
Ste 600               2502 North Rocky
Atlanta, GA 30328     Point Drive
                      Suite 960
                      Tampa, FL 33607
--------------------------------------------------------------------------------------------------------------------------
Simmons U.S.A.        C. J. Hodder Lumber    North           UCC-1              1248415    7/27/95    All cut to size box
5100-R West           Company, Inc.          Carolina -                                               spring lumber
W.T.Harris            300 Weyman Plaza,      Secretary                                                delivered to Simmons
Bvd.                  Suite 240              of State                                                 Company by
Charlotte,            Pittsburgh,                                                                     C.J. Hodder Lumber
NC 28269-1898         PA 15236-1520                                                                   Company Inc.
                                                                                                      and not yet billed to
                                                                                                      Simmons Company (the
                                                                                                      consigned
                                                                                                      inventory).

Simmons Company                                              UCC-3              1315098     3/4/06    Simmons U.S.A. name
Same address                                                 Amendment                                change to
                                                                                                      Simmons Company.
                                                             UCC-3          20000071567    7/17/00
                                                             Continuation
--------------------------------------------------------------------------------------------------------------------------
Simmons Company       AT&T Credit            North           UCC-1            001530255    1/12/98    Equipment located at
One Concourse Pkwy    Corporation            Carolina -                                               5100-R West W
Atlanta, GA 30328     2 Gatehall Drive       Secretary                                                T Harris Blvd,
                      Parsigpany, NJ 07054   of State                                                 Charlotte, NC 28269

--------------------------------------------------------------------------------------------------------------------------
Simmons Company       Safeco Credit Co.      North           UCC-1          19980095182    12/14/98   One 1998 Yale
5100-R West WT        Inc.                   Carolina -                                     expires   forklift model
Harris Blvd.          DBA SAFELINE Leasing   Secretary                                     12/14/03   ERC050RFN36SE082
Charlotte, NC 28269   10915 Willows Road     of State                                                 Electric Sit down
                      NE                                                                              lift truck with
                      Redmond, WA 98052                                                               battery & charger;
                                                                                                      Lease No./Application
                                                                                                      001-40807.
--------------------------------------------------------------------------------------------------------------------------
Simmons Company,      Safeco Credit Co.      North           UCC-1          19980099943   12/29/98    Two Yale
Inc.                  Inc.                   Carolina -                                               ESC040ZAN36T,
5100 R West WT        DBA SAFELINE Leasing   Secretary                                                electric sit down
Harris Blvd.          10915 Willows Road     of State                                                 cushion tire lift
Charlotte, NC 28269   Redmond, WA 98052                                                               trusk w/side shift;
                                                                                                      Lease
                                                                                                      No./Application
                                                                                                      001-16807.
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       18
<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
                                 Secured              Jurisdiction -
                            Party/Amended or             Filing          Type of                                  Collateral
       Debtor                 Assigned Name              Office          Filing   File Number  File Date    Description/Comments
----------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                        <C>               <C>        <C>          <C>        <C>
Simmons Company, Inc.     Safeco Credit Co. Inc.     North Carolina -  UCC-1      20000062411    6/20/00  One 2000 Yale
5100R West WT Harris      DBA SAFELINE Leasing       Secretary of                                         Forklift, Model
Blvd.                     10915 Willows Road NE      State                                                ERP040TGN with battery
Charlotte, NC 28269       Redmond, WA 98052                                                               and charger and
                                                                                                          additional battery;
                                                                                                          Lease No./Application
                                                                                                          001-46807.
----------------------------------------------------------------------------------------------------------------------------------
Simmons Company           Safeco Credit Co. Inc.     North Carolina -  UCC-1      20000066934    7/3/00   One 2000 Stratolift
5100 R West WT Harris     DBA SAFELINE Leasing       Secretary of                                         Scissorlift, Model
Blvd.                     10915 Willows Road NE      State                                                MRX-25N; Lease
Charlotte, NC 28269       Redmond, WA 98052                                                               No./Application
                                                                                                          001-46807.
----------------------------------------------------------------------------------------------------------------------------------
Simmons Company           Fleet Capital Corporation  North Caroline -  UCC-1      20010507722C   8/2/01   Equipment: quilting
One Concourse Parkway,    (for itself and/or as      Secretary of                                         machines, border
Suite 800                 agent) One Financial       State                                                machines and pocket
Atlanta, GA 30328         Plaza, 5th Floor                                                                machines.
                          Providence, RI 02903

                          Assigned to:                                 UCC-3      20020003269L   1/7/02   Assignment from Fleet
                          Transamerica Equipment                       Assignment                         Capital Corporation to
                          Financial Services                                                              Transamerica Equipment
                          Corporation                                                                     Financial Services
                          5080 Spectrum                                                                   Corporation.
                          Drive, Suite 1100W
                          Addison, TX 75001
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       19
<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
                                 Secured           Jurisdiction -
                            Party/Amended or          Filing          Type of                                 Collateral
       Debtor                 Assigned Name           Office          Filing   File Number    File Date   Description/Comments
----------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                     <C>               <C>        <C>            <C>       <C>
Simmons Company           Fleet Capital           North Carolina -  UCC-1      20010507405G   8/02/01   Equipment: quilting
One Concourse Parkway,    Corporation (for        Secretary of                                          machines, border
Suite 800                 itself and/or as        State                                                 machines and pocket
Atlanta, GA 30328         agent) One Financial                                                          machines.
                          Plaza, 5th Floor
                          Providence, RI 02903

                          Assigned to:                              UCC-3      20010553010A   12//04/01 Assignment from Fleet
                          Transamerica Equipment                    Assignment                          Capital Corporation to
                          Financial Services                                                            Transamerica Equipment
                          Corporation                                                                   Financial Services
                          5080 Spectrum Drive,                                                          Corporation.
                          Suite 1100W
                          Addison, TX 75001
----------------------------------------------------------------------------------------------------------------------------------
Simmons Company           Crown Credit Company    Utah - Secretary  UCC-1      130084200121   10/22/98  Crown Lift Truck, Deka
1130 South 3800 West      40 S. Washington        of State                                    expires   Battery, Hobart Charger
Salt Lake City,           Street New Bremen,                                   Old File No.   10/22/03
Utah 84104                OH 45869                                             98-622207
----------------------------------------------------------------------------------------------------------------------------------
Simmons Company 1130      Crown Credit Company    Utah-Secretary    UCC-1      130383200123   10/26/98  Crown Lift Truck, Deka
South 3800 West           40 S. Washington        of State                                    expires   Battery, Hobart Charger
Salt Lake City,           Street                                               Old File No.   10/26/03
Utah 84104                New Bremen, OH 45869                                 98-622583
----------------------------------------------------------------------------------------------------------------------------------
Simmons Company           Crown Credit Company    Utah-Secretary    UCC-1      134198200136   12/14/98  Crown Lift Truck, Deka
1130 South 3800 West      40 S. Washington        of State                                    expires   Battery, Hobart Charger
Salt Lake City,           Street New Bremen,                                   Old File No.   12/14/03
Utah 84104                OH 45869                                             98-627672
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       20
<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
                                 Secured           Jurisdiction -
                            Party/Amended or          Filing         Type of                                 Collateral
       Debtor                 Assigned Name           Office         Filing   File Number     File Date   Description/Comments
----------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                     <C>              <C>        <C>             <C>       <C>
Simmons Company As        Newcourt Communications Utah-Secretary   UCC-1      134810200128    12/22/98   Equipment located at
Lessee                    Finance Corporation As  of State                                    expires    1130 S. 3800 W, Salt
One Concourse Parkway     Lessor                                              Old File No.    12/22/03   Lake City, UT 84104
Atlanta, GA               2 Gatehall Drive                                    98-628450
30328                     Parsippany, NJ 07054
----------------------------------------------------------------------------------------------------------------------------------
Simmons Company           C. J. Hodder Lumber     Utah-Secretary   UCC-1      140911200123    3/15/99   All cut to size box
1130 South 3800 West      Company, Inc.           of State                                              spring lumber delivered
Salt Lake City, Utah      300 Weyman Plaza,                                   Old File No.              to Simmons Company by
84104                     Suite 240 Pittsburgh,                               99-636381                 C. J. Hodder Lumber
                          PA 15236-1520                                                                 Company, Inc., and not
                                                                                                        yet billed to Simmons
                                                                                                        Company (the consigned
                                                                                                        inventory).
----------------------------------------------------------------------------------------------------------------------------------
Simmons Company           Fleet Capital           Utah-Secretary   UCC-1      205206200219    12/13/02  Certain equipment.
                          Corporation One         of State
                          Financial Plaza,
                          5th Floor Providence,
                          RI 02903
----------------------------------------------------------------------------------------------------------------------------------
Simmons Company           Fleet Capital           Utah-Secretary   UCC-1      205208200221    12/13/02  Certain equipment.
                          Corporation One         of State
                          Financial Plaza,
                          5th Floor Providence,
                          RI 02903
----------------------------------------------------------------------------------------------------------------------------------
Simmons Company           Fleet Capital           Wisconsin        UCC-1      010001902719    8/06/01   Equipment: quilting
One Concourse Parkway,    Corporation (for        -Dept. of                                             machines, border machines,
Suite 800                 itself and/or as        Financial                                             and pocket machines.
Atlanta, GA 30328         agent) One Financial    Institutions
                          Plaza, 5th Floor                         UCC-3      020000474318    1/02/02   Assignment from
                          Providence, RI 02903                     Assignment                           Fleet Capital Corporation
                                                                                                        to Transamerica
                          Assigned to:                                                                  Equipment Financial
                          Transamerica Equipment                                                        Services Corporation.
                          Financial Services
                          Corporation 5080
                          Spectrum Drive,
                          Suite 1100W
                          Addison, TX 75001
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       21
<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
                                 Secured           Jurisdiction -
                            Party/Amended or          Filing         Type of                                 Collateral
       Debtor                 Assigned Name           Office         Filing   File Number     File Date   Description/Comments
----------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                     <C>               <C>       <C>             <C>       <C>
Simmons Company           CIT Communications      Wisconsin -       UCC-1      07502059534    5/01/01   Equipment located at
One Concourse Parkway     Finance Corporation     Dept. of                                              1809 Adel Street,
Atlanta, GA 30328         650 CIT Drive           Financial                                             Janesville, WI 53546.
                          Livingston, NJ 07039    Institutions
----------------------------------------------------------------------------------------------------------------------------------
Simmons Company           Safeco Credit Co. Inc.  Wisconsin -       UCC-1      07502047542    3/26/01   One Ottawa Commando
1809 AdelSt.              DBA SAFELINE Leasing    Dept. of                                              Truck, Model #C-30;
Jamesville, WI 53545      10915 Willows Road NE   Financial                                             Lease No./ Application
                          Redmond, WA 98052       Institutions                                          001-46807.
----------------------------------------------------------------------------------------------------------------------------------
Simmons Company           Fleet Capital           Wisconsin -       UCC-1      07502026643    1/16/01   Equipment: 17 Precision
One Concourse Parkway,    Corporation (for        Dept. of                                              pocket machines.
Suite 800                 itself and/or as        Financial
Atlanta, GA 30328         agent) 50 Kennedy       Institutions
                          Plaza, 5th Floor
                          Providence, RI 02903

                          Assigned to:                              UCC-3      07502044753    3/16/01   Assignment from Fleet
                          General Electric                          Assignment                          Capital Corporation to
                          Capital Corporation                                                           General Electric Capital
                          1301 Virginia Drive,                                                          Corporation.
                          Suite 200 Fort
                          Washington, PA 19034
----------------------------------------------------------------------------------------------------------------------------------
Simmons Company           Fleet Capital           Wisconsin -       UCC-1      07502026645    1/16/01   Equipment: 6 Reliance
One Concourse Parkway,    Corporation (for        Dept. of                                              and 5 Paragon quitters.
Suite 800                 itself and/or as        Financial
Atlanta, GA 30328         agent) 50 Kennedy       Institutions
                          Plaza, 5th Floor
                          Providence, RI 02903

                          Assigned to:                              UCC-3      07502044754    3/16/01   Assignment from Fleet
                          General Electric                          Assignment                          Capital Corporation to
                          Capital Corporation                                                           General Electric Capital
                          1301 Virginia Drive,                                                          Corporation.
                          Suite 200 Fort
                          Washington, PA 19034
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       22
<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
                                 Secured           Jurisdiction -
                            Party/Amended or          Filing         Type of                                 Collateral
       Debtor                 Assigned Name           Office         Filing   File Number     File Date   Description/Comments
----------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                     <C>               <C>       <C>             <C>       <C>
Simmons Company           Material Handling       Wisconsin -       UCC-1      07502008749    11/13/00  Certain equipment.
1809 Adel Street          Services, Inc.          Dept. of
Janesville, WI 53545      315 E. Fullerton        Financial
                          Avenue                  Institutions
                          Carol Stream, IL 60188

                          Assignee:
                          Old Second National
                          Bank
                          37 S. River Street
                          Aurora, IL 60506-4172
----------------------------------------------------------------------------------------------------------------------------------
Simmons Company           Material Handling       Wisconsin -       UCC-1      07501992502    9/18/00   Certain equipment.
1809 Adel Street          Services, Inc.          Dept. of
Janesville, WI 53545      315 E. Fullerton Avenue Financial
                          Carol Stream, IL 60188  Institutions

                          Assignee:
                          Old Second National
                          Bank
                          37 S. River Street
                          Aurora, IL 60506-4172
----------------------------------------------------------------------------------------------------------------------------------
Simmons Company           Material Handling       Wisconsin -       UCC-1      07501984771    8/21/00   Certain equipment.
1809 Adel Street          Services, Inc.          Dept. of
Janesville, WI 53545      315 E. Fullerton Avenue Financial
                          Carol Stream, IL 60188  Institutions
----------------------------------------------------------------------------------------------------------------------------------
Simmons Company           Advance Acceptance      Wisconsin -       UCC-1      07501941060    3/30/00   Certain equipment.
1809 Adel Street          Corporation             Dept. of
Janesville, WI 53545      13755 First Avenue      Financial
                          North Plymouth, MN      Institutions
                          55441
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       23
<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
                                 Secured           Jurisdiction-
                            Party/Amended or          Filing         Type of                                 Collateral
       Debtor                 Assigned Name           Office         Filing   File Number     File Date   Description/Comments
----------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                     <C>               <C>       <C>             <C>       <C>
Simmons                   The Peltz Group,Inc.    Wisconsin -       UCC-1      07501891168    10/19/99  Certain equipment.
613 E. Beacon             P.O. Box 17999          Dept. of
New London, WI 54961      4600 N. PL Washington   Financial
                          Rd. Institutions
                          Milwaukee,
                          WI 53217-0999
----------------------------------------------------------------------------------------------------------------------------------
The Simmons               General Electric        Delaware -        UCC-1      22410656       9/19/02   Certain equipment.
Manufacturing, Co., LLC   Capital Corporation     Secretary of
One Concourse Parkway,    4 North Park Drive,     State
Ste 800                   Suite 500 Hunt
Atlanta, GA 30328         Valley, MD 21030

----------------------------------------------------------------------------------------------------------------------------------
The Simmons               General Electric        Delaware -        UCC-1      22967580       1         Certain equipment.
Manufacturing Co., LLC    Capital Corporation     Secretary of                               1/13/02
One Concourse Parkway     4 North Park Drive,     State
Atlanta, GA               Suite 500 Hunt
30328                     Valley, MD 21030

                          Additional secured
                          party:
                          The CIT
                          Group/Equipment
                          Financing, Inc.
                          1540 West
                          Fountainhead
                          Parkway Tempe, AZ
                          85282
----------------------------------------------------------------------------------------------------------------------------------
The Simmons               Emigrant Business       Delaware -        UCC-1      30114937       1/14/03   Equipment Lease,
Manufacturing Co.,        Credit Corporation      Secretary of                                          including proceeds in
LLC One Concourse         101 State Executive                                                           the form of goods,
Parkway Atlanta, GA       Blvd. Elmsford, NY                                                            accounts, chattel
30328                     10523                                                                         paper, documents,
                                                                                                        instruments, general
                                                                                                        intangibles, investment
                                                                                                        property, deposit
                                                                                                        accounts, letter of
                                                                                                        credit rights and
                                                                                                        supporting obligations.
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       24
<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------------------
                                 Secured           Jurisdiction -
                            Party/Amended or          Filing         Type of                                 Collateral
       Debtor                 Assigned Name           Office         Filing   File Number     File Date   Description/Comments
----------------------------------------------------------------------------------------------------------------------------------
<S>                       <C>                     <C>               <C>       <C>             <C>       <C>
The Simmons               Fleet Capital           Delaware -        UCC-1      32465493       9/4/03    Equipment Lease,
Manufacturing Co., LLC    Corporation One         Secretary of                                          including proceeds in
One Concourse Parkway     Financial Plaza, 5th    State                                                 the form of goods,
Atlanta, GA 30328         FL. Providence, RI                                                            accounts, chattel paper,
                          02903                                                                         documents, instruments,
                                                                                                        general intangibles,
                                                                                                        investment property,
                                                                                                        deposit accounts, letter
                                                                                                        of credit rights and
                                                                                                        supporting obligations.
----------------------------------------------------------------------------------------------------------------------------------
The Simmons               Fleet Capital           Delaware -        UCC-1      32535204       9/16/03   Equipment Lease,
Manufacturing Co., LLC    Corporation One         Secretary of                                          including proceeds in
One Concourse Parkway     Financial Plaza, 5th    State                                                 the form of goods,
Atlanta, GA 30328         FL. Providence, RI                                                            accounts, chattel paper,
                          02903                                                                         documents, instruments,
                                                                                                        general intangibles,
                                                                                                        investment property,
                                                                                                        deposit accounts, letter
                                                                                                        of credit rights and
                                                                                                        supporting obligations.
----------------------------------------------------------------------------------------------------------------------------------
The Simmons               Fleet Capital           Delaware -        UCC-I      32729435       10/8/03   Equipment Lease,
Manufacturing Co., LLC    Corporation One         Secretary of                                          including proceeds in
One Concourse Parkway     Financial Plaza,        State                                                 the form of goods,
Atlanta, GA 30328         5th FL. Providence,                                                           accounts, chattel
                          RI 02903                                                                      paper, documents,
                                                                                                        instruments, general
                                                                                                        intangibles, investment
                                                                                                        property, deposit
                                                                                                        accounts, letter of
                                                                                                        credit rights and
                                                                                                        supporting obligations.
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       25
<PAGE>

Mortgage filings pertaining to the mortgages executed in connection with that
certain Credit and Guaranty Agreement, dated as of October 29, 1998 (as amended,
supplemented or otherwise modified to the date hereto), by and among Simmons
Company, Simmons Holdings, Inc., the subsidiary guarantors party thereto,
Goldman Sachs Credit Partners L.P., as joint lead arranger and syndication
agent, the financial institutions from time to time parties thereto (the
"Lenders"), Warburg Dillon Read LLC, as joint lead arranger, and UBS A.G.,
Stamford Branch, as administrative agent for the Lenders (which such
Indebtedness has been repaid and discharged). Such filings shall be terminated
as soon as practicable following the Closing Date.

         1.       Charlotte Plant
                  5100 West W.T. Harris Blvd.
                  Charlotte, NC 28269

         2.       Honolulu Plant
                  91-489 Komohana Street
                  Kapolei, HI 96707-1715

         3.       San Leandro Plant
                  1700 Fairway Drive
                  San Leandro, CA 94577

         4.       Salt Lake City, Utah
                  Crossroads Corporate Center #1
                  1130 South 3800 West
                  Salt Lake City, UT 84104

                                       26
<PAGE>

                                  SCHEDULE 6.3
                              EXISTING INVESTMENTS

Investments described on Schedule 4.1.

Other existing investments:

             Allmerica Financial Corporation        3,854 shares
             Federal Department stores              2,421 shares

Existing 12.50% interest in corporate jet pursuant to agreement with NetJet
Sales, Inc.

<PAGE>

                                                                  EXHIBIT A-1 TO
                                                   CREDIT AND GUARANTY AGREEMENT

                                 FUNDING NOTICE

         Reference is made to the Credit and Guaranty Agreement, dated as of
December 19, 2003 (as it may be amended, supplemented or otherwise modified, the
"CREDIT AGREEMENT"; the terms defined therein and not otherwise defined herein
being used herein as therein defined), by and among THL-SC BEDDING COMPANY
("HOLDINGS"), SIMMONS COMPANY (as successor to THL Bedding Company) ("COMPANY"),
certain Subsidiaries of Company, as Guarantors, the Lenders party thereto from
time to time, GOLDMAN SACHS CREDIT PARTNERS L.P., as Sole Bookrunner, Joint Lead
Arranger and Co-Syndication Agent, UBS SECURITIES, LLC, as Joint Lead Arranger
and Co-Syndication Agent, DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative
Agent and as Collateral Agent, GENERAL ELECTRIC CAPITAL CORPORATION, as
Co-Documentation Agent, and CIT LENDING SERVICES CORPORATION, as
Co-Documentation Agent.

         Pursuant to Section 2.2 of the Credit Agreement, Company desires that
Lenders make the following Loans to Company in accordance with the applicable
terms and conditions of the Credit Agreement on [MM/DD/YY] (the "CREDIT
EXTENSION DATE"):

         1.       Revolving Loans

                  [ ]      Base Rate Loans:                          $[__,__,__]

                  [ ]      Eurodollar Rate Loans, with an Initial
                           Interest Period of______ Month(s):
                                                                     $[__,__,__]

         2.       Swing Line Loans:                                  $[__,__,__]

         Company hereby certifies that:

                  (i)      after making the Loans requested on the Credit
         Extension Date, the Total Utilization of Revolving Loan Commitments
         shall not exceed the Revolving Loan Commitments then in effect;

                  (ii)     as of the Credit Extension Date, the representations
         and warranties contained in each of the Credit Documents are true,
         correct and complete in all material respects on and as of such Credit
         Extension Date to the same extent as though made on and as of such
         date, except to the extent such representations and warranties
         specifically relate to an earlier date, in which case such
         representations and warranties are true, correct and complete in all
         material respects on and as of such earlier date; and

                  (iii)    as of the Credit Extension Date, no event has
         occurred and is continuing or would result from the consummation of the
         borrowing contemplated hereby that would constitute an Event of Default
         or a Default.

                                  EXHIBIT A-1-1

EXHIBITS TO
CREDIT AND GUARANTY AGREEMENT                                          EXECUTION
443102-New York Server 5A

<PAGE>

Date: [MM/DD/YY]                                                 SIMMONS COMPANY

                                                      By:_______________________
                                                      Name:_____________________
                                                      Title:____________________

                                 EXHIBIT A-1-2

EXHIBITS TO
CREDIT AND GUARANTY AGREEMENT                                          EXECUTION
443102-New York Server 5A

<PAGE>

                                                                  EXHIBIT A-2 TO
                                                   CREDIT AND GUARANTY AGREEMENT

                         CONVERSION/CONTINUATION NOTICE

         Reference is made to the Credit and Guaranty Agreement, dated as of
December 19, 2003 (as it may be amended, supplemented or otherwise modified, the
"CREDIT AGREEMENT"; the terms defined therein and not otherwise defined herein
being used herein as therein defined), by and among THL-SC BEDDING COMPANY
("HOLDINGS"), SIMMONS COMPANY (as successor to THL Bedding Company) ("COMPANY"),
certain Subsidiaries of Company, as Guarantors, the Lenders party thereto from
time to time, GOLDMAN SACHS CREDIT PARTNERS L.P., as Sole Bookrunner, Joint Lead
Arranger and Co-Syndication Agent, UBS SECURITIES, LLC, as Joint Lead Arranger
and Co-Syndication Agent, DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative
Agent and as Collateral Agent, GENERAL ELECTRIC CAPITAL CORPORATION, as
Co-Documentation Agent, and CIT LENDING SERVICES CORPORATION, as
Co-Documentation Agent.

         Pursuant to Section 2.8 of the Credit Agreement, Company desires to
convert or to continue the following Loans, each such conversion and/or
continuation to be effective as of [MM/DD/YY]:

         1. TRANCHE B TERM LOANS:

                  $[__,__,__]       Eurodollar Rate Loans to be continued with
                                    Interest Period of _____ month(s)

                  $[__,__,__]       Base Rate Loans to be converted to
                                    Eurodollar Rate Loans with Interest Period
                                    of ______ month(s)

                  $[__,__,__]       Eurodollar Rate Loans to be converted to
                                    Base Rate Loans

         2. REVOLVING LOANS:

                  $[__,__,__]       Eurodollar Rate Loans to be continued with
                                    Interest Period of _____ month(s)

                  $[__,__,__]       Base Rate Loans to be converted to
                                    Eurodollar Rate Loans with Interest Period
                                    of ______ month(s)

                  $[__,__,__]       Eurodollar Rate Loans to be converted to
                                    Base Rate Loans

         Company hereby certifies that as of the date hereof, no event has
occurred and is continuing or would result from the consummation of the
conversion and/or continuation contemplated hereby that would constitute an
Event of Default or a Default.

Date: [MM/DD/YY]                                                 SIMMONS COMPANY

                                  EXHIBIT A-2-1

EXHIBITS TO
CREDIT AND GUARANTY AGREEMENT                                          EXECUTION
443102-New York Server 5A

<PAGE>

                                                      By:_______________________
                                                      Name:_____________________
                                                      Title:____________________

                                  EXHIBIT A-2-2

EXHIBITS TO
CREDIT AND GUARANTY AGREEMENT                                          EXECUTION
443102-New York Server 5A

<PAGE>

                                                                  EXHIBIT A-3 TO
                                                   CREDIT AND GUARANTY AGREEMENT

                                 ISSUANCE NOTICE

         Reference is made to the Credit and Guaranty Agreement, dated as of
December 19, 2003 (as it may be amended, supplemented or otherwise modified, the
"CREDIT AGREEMENT"; the terms defined therein and not otherwise defined herein
being used herein as therein defined), by and among THL-SC BEDDING COMPANY
("HOLDINGS"), SIMMONS COMPANY (as successor to THL Bedding Company) ("COMPANY"),
certain Subsidiaries of Company, as Guarantors, the Lenders party thereto from
time to time, GOLDMAN SACHS CREDIT PARTNERS L.P., as Sole Bookrunner, Joint Lead
Arranger and Co-Syndication Agent, DEUTSCHE BANK AG, NEW YORK BRANCH, as
Administrative Agent and as Collateral Agent, GENERAL ELECTRIC CAPITAL
CORPORATION, as Co-Documentation Agent, and CIT LENDING SERVICES CORPORATION, as
Co-Documentation Agent.

         Pursuant to Section 2.3 of the Credit Agreement, Company desires a
Letter of Credit to be issued in accordance with the terms and conditions of the
Credit Agreement on [MM/DD/YY] (the "CREDIT EXTENSION DATE") in an aggregate
face amount of $[__,__,___].

         Attached hereto for each such Letter of Credit are the following:

                           (a)      the stated amount of such Letter of Credit;

                           (b)      the name and address of the beneficiary;

                           (c)      the expiration date; and

                           (d)      either (i) the verbatim text of such
         proposed Letter of Credit, or (ii) a description of the proposed terms
         and conditions of such Letter of Credit, including a precise
         description of any documents to be presented by the beneficiary which,
         if presented by the beneficiary prior to the expiration date of such
         Letter of Credit, would require the Issuing Bank to make payment under
         such Letter of Credit.

         Company hereby certifies that:

                  (i)      after issuing such Letter of Credit requested on the
         Credit Extension Date, the Total Utilization of Revolving Loan
         Commitments shall not exceed the Revolving Loan Commitments then in
         effect;

                  (ii)     after issuing such Letter of Credit requested on the
         Credit Extension Date, the Letter of Credit Usage shall not exceed the
         Letter of Credit Sublimit then in effect;

                  (iii)    as of the Credit Extension Date, the representations
         and warranties contained in each of the Credit Documents are true,
         correct and complete in all material respects on and as of such Credit
         Extension Date to the same extent as though made on and as of such
         date, except to the extent such representations and warranties
         specifically relate to an earlier date, in which case such
         representations and warranties are true, correct and complete in all
         material respects on and as of such earlier date; and

                  (iv)     as of such Credit Extension Date, no event has
         occurred and is continuing or would result from the consummation of the
         issuance contemplated hereby that would constitute an Event of Default
         or a Default.

                                  EXHIBIT A-3-1

EXHIBITS TO
CREDIT AND GUARANTY AGREEMENT                                          EXECUTION
443102-New York Server 5A
<PAGE>

Date: [MM/DD/YY]                                 SIMMONS COMPANY

                                                 By: ___________________________
                                                 Name: _________________________
                                                 Title: ________________________

                                 EXHIBIT A-3-2

EXHIBITS TO
CREDIT AND GUARANTY AGREEMENT                                          EXECUTION
443102-New York Server 5A


<PAGE>

                                                                  EXHIBIT B-1 TO
                                                   CREDIT AND GUARANTY AGREEMENT

                            TRANCHE B TERM LOAN NOTE

$[___,___,___]
DECEMBER 19, 2003

                                                              New York, New York

         FOR VALUE RECEIVED, SIMMONS COMPANY (as successor to THL Bedding
Company), a Delaware corporation ("Company"), promises to pay [NAME OF LENDER]
("Payee") or its registered assigns the principal amount of [DOLLARS]
($[__,__,__]) in the installments referred to below.

         Company also promises to pay interest on the unpaid principal amount
 hereof, from the date hereof until paid in full, at the rates and at the times
 which shall be determined in accordance with the provisions of that certain
 Credit and Guaranty Agreement, dated as of December 19, 2003 (as it may be
 amended, supplemented or otherwise modified, the "CREDIT AGREEMENT"; the terms
 defined therein and not otherwise defined herein being used herein as therein
 defined), by and among THL-SC BEDDING COMPANY ("HOLDINGS"), COMPANY, certain
 Subsidiaries of Company, as Guarantors, the Lenders party thereto from time to
 time, GOLDMAN SACHS CREDIT PARTNERS L.P., as Sole Bookrunner, Joint Lead
 Arranger and Co-Syndication Agent, UBS SECURITIES, LLC, as Joint Lead Arranger
 and Co-Syndication Agent, DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative
 Agent and as Collateral Agent, GENERAL ELECTRIC CAPITAL CORPORATION, as
 Co-Documentation Agent, and CIT LENDING SERVICES CORPORATION, as
 Co-Documentation Agent.

         Company shall make scheduled principal payments on this Note as set
forth in Section 2.11 of the Credit Agreement.

         This Note is one of the "Tranche B Term Loan Notes" representing a
portion of the Tranche B Term Loans in the aggregate principal amount of
$405,000,000 and is issued pursuant to and entitled to the benefits of the
Credit Agreement, to which reference is hereby made for a more complete
statement of the terms and conditions under which the Tranche B Term Loan
evidenced hereby was made and is to be repaid.

         All payments of principal and interest in respect of this Note shall be
made in lawful money of the United States of America in same day funds at the
principal office of Administrative Agent or at such other place as shall be
designated in writing for such purpose in accordance with the terms of the
Credit Agreement. Unless and until an Assignment Agreement effecting the
assignment or transfer of the obligations evidenced hereby shall have been
accepted by Administrative Agent and Company (to the extent required) and
recorded in the Register, Company, each Agent and Lenders shall be entitled to
deem and treat Payee as the owner and holder of this Note and the obligations
evidenced hereby. Payee hereby agrees, by its acceptance hereof, that before
disposing of this Note or any part hereof it will make a notation hereon of all
principal payments previously made hereunder and of the date to which interest
hereon has been paid; provided, the failure to make a notation of any payment
made on this Note shall not limit or otherwise affect the obligations of Company
hereunder with respect to payments of principal of or interest on this Note.

         This Note is subject to mandatory prepayment and to prepayment at the
option of Company, each as provided in the Credit Agreement.

         THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE HEREUNDER
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,

                                  EXHIBIT B-1-1

EXHIBITS TO
CREDIT AND GUARANTY AGREEMENT                                          EXECUTION
443102-New York Server 5A

<PAGE>

THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS
PRINCIPLES THEREOF.

         Upon the occurrence of an Event of Default, the unpaid balance of the
principal amount of this Note, together with all accrued and unpaid interest
thereon, may become, or may be declared to be, due and payable in the manner,
upon the conditions and with the effect provided in the Credit Agreement.

         The terms of this Note are subject to amendment only in the manner
provided in the Credit Agreement.

         No reference herein to the Credit Agreement and no provision of this
Note or the Credit Agreement shall alter or impair the obligations of Company,
which are absolute and unconditional, to pay the principal of and interest on
this Note at the place, at the respective times, and in the currency prescribed
in the Credit Agreement.

         Company promises to pay all costs and expenses, including reasonable
attorneys' fees, all as provided in the Credit Agreement, incurred in the
collection and enforcement of this Note. Company and any endorsers of this Note
hereby consent to renewals and extensions of time at or after the maturity
hereof, without notice, and hereby waive diligence, presentment, protest, demand
notice of every kind and the right to plead any statute of limitations as a
defense to any demand hereunder, in each case to the full extent permitted by
law.

            [The remainder of this page is intentionally left blank.]

                                  EXHIBIT B-1-2

EXHIBITS TO
CREDIT AND GUARANTY AGREEMENT                                          EXECUTION
443102-New York Server 5A

<PAGE>

         IN WITNESS WHEREOF, Company has caused this Note to be duly executed
and delivered by its officer thereunto duly authorized as of the date and at the
place first written above.

                                                 SIMMONS COMPANY

                                                 By: ___________________________
                                                 Name: _________________________
                                                 Title: ________________________

                                  EXHIBIT B-1-3

EXHIBITS TO
CREDIT AND GUARANTY AGREEMENT                                          EXECUTION
443102-New York Server 5A

<PAGE>

                                                                  EXHIBIT B-2 TO
                                                   CREDIT AND GUARANTY AGREEMENT

                               NEW TERM LOAN NOTE

$[1][__,__,__]
[2][MM/DD/YY]

                                                              New York, New York

         FOR VALUE RECEIVED, SIMMONS COMPANY (as successor to THL Bedding
Company), a Delaware corporation ("Company"), promises to pay [NAME OF LENDER]
("Payee") or its registered assigns the principal amount of [1][DOLLARS]
($[1][__,__,__]) in the installments referred to below.

         Company also promises to pay interest on the unpaid principal amount
hereof, from the date hereof until paid in full, at the rates and at the times
which shall be determined in accordance with the provisions of that certain
Credit and Guaranty Agreement, dated as of December 19, 2003 (as it may be
amended, supplemented or otherwise modified, the "CREDIT AGREEMENT"; the terms
defined therein and not otherwise defined herein being used herein as therein
defined), by and among THL-SC BEDDING COMPANY ("HOLDINGS"), COMPANY, certain
Subsidiaries of Company, as Guarantors, the Lenders party thereto from time to
time, GOLDMAN SACHS CREDIT PARTNERS L.P., as Sole Bookrunner, Joint Lead
Arranger and Co-Syndication Agent, UBS SECURITIES, LLC, as Joint Lead Arranger
and Co-Syndication Agent, DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative
Agent and as Collateral Agent, GENERAL ELECTRIC CAPITAL CORPORATION, as
Co-Documentation Agent, and CIT LENDING SERVICES CORPORATION, as
Co-Documentation Agent.

         Company shall make principal payments on this Note as set forth in
Section 2.11 of the Credit Agreement and in the applicable Joinder Agreement.

         This Note is one of the "New Term Loan Notes" representing a portion of
a Series of New Term Loans in the aggregate principal amount of $[__,__,__] and
is issued pursuant to and entitled to the benefits of the Credit Agreement, to
which reference is hereby made for a more complete statement of the terms and
conditions under which the applicable Series of New Term Loans evidenced hereby
was made and is to be repaid.

         All payments of principal and interest in respect of this Note shall be
made in lawful money of the United States of America in same day funds at the
principal office of Administrative Agent or at such other place as shall be
designated in writing for such purpose in accordance with the terms of the
Credit Agreement. Unless and until an Assignment Agreement effecting the
assignment or transfer of the obligations evidenced hereby shall have been
accepted by Administrative Agent and Company (to the extent required) and
recorded in the Register, Company, each Agent and Lenders shall be entitled to
deem and treat Payee as the owner and holder of this Note and the obligations
evidenced hereby. Payee hereby agrees, by its acceptance hereof, that before
disposing of this Note or any part hereof it will make a notation hereon of all
principal payments previously made hereunder and of the date to which interest
hereon has been paid; provided, the failure to make a notation of any payment
made on this Note shall not limit or otherwise affect the obligations of Company
hereunder with respect to payments of principal of or interest on this Note.

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

[1]      Lender's New Term Loan Commitment

[2]      Date of Issuance

                                  EXHIBIT B-2-1

EXHIBITS TO
CREDIT AND GUARANTY AGREEMENT                                          EXECUTION
443102-New York Server 5A

<PAGE>

         This Note is subject to mandatory prepayment and to prepayment at the
option of Company, each as provided in the Credit Agreement.

         THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE HEREUNDER
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS
PRINCIPLES THEREOF.

         Upon the occurrence of an Event of Default, the unpaid balance of the
principal amount of this Note, together with all accrued and unpaid interest
thereon, may become, or may be declared to be, due and payable in the manner,
upon the conditions and with the effect provided in the Credit Agreement.

         The terms of this Note are subject to amendment only in the manner
provided in the Credit Agreement.

         No reference herein to the Credit Agreement and no provision of this
Note or the Credit Agreement shall alter or impair the obligations of Company,
which are absolute and unconditional, to pay the principal of and interest on
this Note at the place, at the respective times, and in the currency prescribed
in the Credit Agreement.

         Company promises to pay all costs and expenses, including reasonable
attorneys' fees, all as provided in the Credit Agreement, incurred in the
collection and enforcement of this Note. Company and any endorsers of this Note
hereby consent to renewals and extensions of time at or after the maturity
hereof, without notice, and hereby waive diligence, presentment, protest, demand
notice of every kind and the right to plead any statute of limitations as a
defense to any demand hereunder, in each case to the full extent permitted by
law.

            [The remainder of this page is intentionally left blank.]

                                  EXHIBIT B-2-2

EXHIBITS TO
CREDIT AND GUARANTY AGREEMENT                                          EXECUTION
443102-New York Server 5A

<PAGE>

         IN WITNESS WHEREOF, Company has caused this Note to be duly executed
and delivered by its officer thereunto duly authorized as of the date and at the
place first written above.

                                                 SIMMONS COMPANY

                                                 By: ___________________________
                                                 Name: _________________________
                                                 Title: ________________________

                                  EXHIBIT B-2-3

EXHIBITS TO
CREDIT AND GUARANTY AGREEMENT                                          EXECUTION
443102-New York Server 5A

<PAGE>

                                                                  EXHIBIT B-3 TO
                                                   CREDIT AND GUARANTY AGREEMENT

                               REVOLVING LOAN NOTE

$[___,___,___]
DECEMBER 19, 2003

                                                              New York, New York

         FOR VALUE RECEIVED, SIMMONS COMPANY (as successor to THL Bedding
Company), a Delaware corporation ("COMPANY"), promises to pay [NAME OF LENDER]
("PAYEE") or its registered assigns, on or before December 19, 2009, the lesser
of (a) [DOLLARS] ($[__,___,___]) and (b) the unpaid principal amount of all
advances made by Payee to Company as Revolving Loans under the Credit Agreement
referred to below.

         Company also promises to pay interest on the unpaid principal amount
hereof, from the date hereof until paid in full, at the rates and at the times
which shall be determined in accordance with the provisions of that certain
Credit and Guaranty Agreement, dated as of December 19, 2003 (as it may be
amended, supplemented or otherwise modified, the "CREDIT AGREEMENT"; the terms
defined therein and not otherwise defined herein being used herein as therein
defined), by and among THL-SC BEDDING COMPANY, COMPANY, certain Subsidiaries of
Company, as Guarantors, the Lenders party thereto from time to time, GOLDMAN
SACHS CREDIT PARTNERS L.P., as Sole Bookrunner, Joint Lead Arranger and
Co-Syndication Agent, UBS SECURITIES, LLC, as Joint Lead Arranger and
Co-Syndication Agent, DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent
and as Collateral Agent, GENERAL ELECTRIC CAPITAL CORPORATION, as
Co-Documentation Agent, and CIT LENDING SERVICES CORPORATION, as
Co-Documentation Agent.

         This Note is one of the "Revolving Loan Notes" representing a portion
of the Revolving Loan Commitments in the aggregate principal amount of up to
$75,000,000 and is issued pursuant to and entitled to the benefits of the Credit
Agreement, to which reference is hereby made for a more complete statement of
the terms and conditions under which the Revolving Loans evidenced hereby were
made and are to be repaid.

         All payments of principal and interest in respect of this Note shall be
made in lawful money of the United States of America in same day funds at the
principal office of Administrative Agent or at such other place as shall be
designated in writing for such purpose in accordance with the terms of the
Credit Agreement. Unless and until an Assignment Agreement effecting the
assignment or transfer of the obligations evidenced hereby shall have been
accepted by Administrative Agent and Company (to the extent required) and
recorded in the Register, Company, each Agent and Lenders shall be entitled to
deem and treat Payee as the owner and holder of this Note and the obligations
evidenced hereby. Payee hereby agrees, by its acceptance hereof, that before
disposing of this Note or any part hereof it will make a notation hereon of all
principal payments previously made hereunder and of the date to which interest
hereon has been paid; provided, the failure to make a notation of any payment
made on this Note shall not limit or otherwise affect the obligations of Company
hereunder with respect to payments of principal of or interest on this Note.

         This Note is subject to mandatory prepayment and to prepayment at the
option of Company, each as provided in the Credit Agreement.

         THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE HEREUNDER
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES THEREOF.

                                  EXHIBIT B-3-1

EXHIBITS TO
CREDIT AND GUARANTY AGREEMENT                                          EXECUTION
443102-New York Server 5A

<PAGE>

         Upon the occurrence of an Event of Default, the unpaid balance of the
principal amount of this Note, together with all accrued and unpaid interest
thereon, may become, or may be declared to be, due and payable in the manner,
upon the conditions and with the effect provided in the Credit Agreement.

         The terms of this Note are subject to amendment only in the manner
provided in the Credit Agreement.

         No reference herein to the Credit Agreement and no provision of this
Note or the Credit Agreement shall alter or impair the obligations of Company,
which are absolute and unconditional, to pay the principal of and interest on
this Note at the place, at the respective times, and in the currency prescribed
in the Credit Agreement.

         Company promises to pay all costs and expenses, including reasonable
attorneys' fees, all as provided in the Credit Agreement, incurred in the
collection and enforcement of this Note. Company and any endorsers of this Note
hereby consent to renewals and extensions of time at or after the maturity
hereof, without notice, and hereby waive diligence, presentment, protest, demand
notice of every kind and the right to plead any statute of limitations as a
defense to any demand hereunder, in each case to the full extent permitted by
law.

            [The remainder of this page is intentionally left blank.]

                                  EXHIBIT B-3-2

EXHIBITS TO
CREDIT AND GUARANTY AGREEMENT                                          EXECUTION
443102-New York Server 5A

<PAGE>

         IN WITNESS WHEREOF, Company has caused this Note to be duly executed
and delivered by its officer thereunto duly authorized as of the date and at the
place first written above.

                                                 SIMMONS COMPANY

                                                 By: ___________________________
                                                 Name: _________________________
                                                 Title: ________________________

                                  EXHIBIT B-3-3

EXHIBITS TO
CREDIT AND GUARANTY AGREEMENT                                          EXECUTION
443102-New York Server 5A

<PAGE>

                                 TRANSACTIONS ON
                               REVOLVING LOAN NOTE

<TABLE>
<CAPTION>
            Amount of Loan      Amount of Principal     Outstanding Principal     Notation
Date        Made This Date        Paid This Date          Balance This Date       Made By
----        --------------      -------------------     ---------------------     --------
<S>         <C>                 <C>                     <C>                       <C>
</TABLE>

                                  EXHIBIT B-3-4

EXHIBITS TO
CREDIT AND GUARANTY AGREEMENT                                          EXECUTION
443102-New York Server 5A

<PAGE>

                                                                  EXHIBIT B-4 TO
                                                   CREDIT AND GUARANTY AGREEMENT

                                 SWING LINE NOTE

$10,000,000
DECEMBER 19, 2003                                             New York, New York

         FOR VALUE RECEIVED, SIMMONS COMPANY (as successor to THL Bedding
Company), a Delaware corporation ("Company"), promises to pay to DEUTSCHE BANK
A.G., CAYMAN ISLANDS BRANCH, as Swing Line Lender ("Payee"), on or before
December 19, 2009, the lesser of (a) TEN MILLION AND NO/100 DOLLARS
($10,000,000) and (b) the unpaid principal amount of all advances made by Payee
to Company as Swing Line Loans under the Credit Agreement referred to below.

         Company also promises to pay interest on the unpaid principal amount
hereof, from the date hereof until paid in full, at the rates and at the times
which shall be determined in accordance with the provisions of that certain
Credit and Guaranty Agreement, dated as of December 19, 2003 (as it may be
amended, supplemented or otherwise modified, the "CREDIT AGREEMENT"; the terms
defined therein and not otherwise defined herein being used herein as therein
defined), by and among THL-SC BEDDING COMPANY, COMPANY, certain Subsidiaries of
Company, as Guarantors, the Lenders party thereto from time to time, GOLDMAN
SACHS CREDIT PARTNERS L.P., as Sole Bookrunner, Joint Lead Arranger and
Co-Syndication Agent, UBS SECURITIES, LLC, as Joint Lead Arranger and
Co-Syndication Agent, DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent
and as Collateral Agent, GENERAL ELECTRIC CAPITAL CORPORATION, as
Co-Documentation Agent, and CIT LENDING SERVICES CORPORATION, as
Co-Documentation Agent.

         This Note is the "Swing Line Note" and is issued pursuant to and
entitled to the benefits of the Credit Agreement, to which reference is hereby
made for a more complete statement of the terms and conditions under which the
Swing Line Loans evidenced hereby were made and are to be repaid.

         All payments of principal and interest in respect of this Note shall be
made in lawful money of the United States of America in same day funds at the
principal office of Swing Line Lender or at such other place as shall be
designated in writing for such purpose in accordance with the terms of the
Credit Agreement.

         This Note is subject to mandatory prepayment and to prepayment at the
option of Company, each as provided in the Credit Agreement.

         THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF COMPANY AND PAYEE HEREUNDER
SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS
PRINCIPLES THEREOF.

         Upon the occurrence of an Event of Default, the unpaid balance of the
principal amount of this Note, together with all accrued and unpaid interest
thereon, may become, or may be declared to be, due and payable in the manner,
upon the conditions and with the effect provided in the Credit Agreement.

         The terms of this Note are subject to amendment only in the manner
provided in the Credit Agreement.

         No reference herein to the Credit Agreement and no provision of this
Note or the Credit Agreement shall alter or impair the obligations of Company,
which are absolute and unconditional, to pay the principal of and interest on
this Note at the place, at the respective times, and in the currency prescribed
in the Credit Agreement.

                                  EXHIBIT B-4-1

EXHIBITS TO
CREDIT AND GUARANTY AGREEMENT                                          EXECUTION
443102-New York Server 5A

<PAGE>

         Company promises to pay all costs and expenses, including reasonable
attorneys' fees, all as provided in the Credit Agreement, incurred in the
collection and enforcement of this Note. Company and any endorsers of this Note
hereby consent to renewals and extensions of time at or after the maturity
hereof, without notice, and hereby waive diligence, presentment, protest, demand
notice of every kind and the right to plead any statute of limitations as a
defense to any demand hereunder, in each case to the full extent permitted by
law.

            [The remainder of this page is intentionally left blank.]

                                  EXHIBIT B-4-2

EXHIBITS TO
CREDIT AND GUARANTY AGREEMENT                                          EXECUTION
443102-New York Server 5A

<PAGE>

         IN WITNESS WHEREOF, Company has caused this Note to be duly executed
and delivered by its officer thereunto duly authorized as of the date and at the
place first written above.

                                                 SIMMONS COMPANY

                                                 By: ___________________________
                                                 Name: _________________________
                                                 Title: ________________________

                                  EXHIBIT B-4-3

EXHIBITS TO
CREDIT AND GUARANTY AGREEMENT                                          EXECUTION
443102-New York Server 5A

<PAGE>

                                 TRANSACTIONS ON
                                 SWING LINE NOTE

<TABLE>
<CAPTION>
         Amount of Loan     Amount of Principal     Outstanding Principal     Notation
Date     Made This Date       Paid This Date          Balance This Date       Made By
----     --------------     -------------------     ---------------------     --------
<S>      <C>                <C>                     <C>                       <C>
</TABLE>

                                  EXHIBIT B-4-4

EXHIBITS TO
CREDIT AND GUARANTY AGREEMENT                                          EXECUTION
443102-New York Server 5A

<PAGE>

                                                                    EXHIBIT C TO
                                                   CREDIT AND GUARANTY AGREEMENT

                             COMPLIANCE CERTIFICATE

THE UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS:

         1. I am the Executive Vice President and Chief Financial Officer of
SIMMONS COMPANY (as successor to THL Bedding Company) ("Company").

         2. I have reviewed the terms of that certain Credit and Guaranty
Agreement, dated as of December 19, 2003(as it may be amended, supplemented or
otherwise modified, the "Credit Agreement"; the terms defined therein and not
otherwise defined herein being used herein as therein defined), by and among
THL-SC BEDDING COMPANY, Company, certain Subsidiaries of Company, as Guarantors,
the Lenders party thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS
L.P., as Sole Bookrunner, Joint Lead Arranger and Co-Syndication Agent, UBS
SECURITIES, LLC, as Joint Lead Arranger and Co-Syndication Agent, DEUTSCHE BANK
AG, NEW YORK BRANCH, as Administrative Agent and as Collateral Agent, GENERAL
ELECTRIC CAPITAL CORPORATION, as Co-Documentation Agent, and CIT LENDING
SERVICES CORPORATION, as Co-Documentation Agent, and I have made, or have caused
to be made under my supervision, a review in reasonable detail of the
transactions and condition of Company and its Subsidiaries during the accounting
period covered by the attached financial statements.

         3. The examination described in paragraph 2 above did not disclose, and
I have no knowledge of, the existence of any condition or event which
constitutes an Event of Default or Default as of the date of this Certificate,
except as set forth in a separate attachment, if any, to this Certificate,
describing in detail, the nature of the condition or event, the period during
which it has existed and the action which Company has taken, is taking, or
proposes to take with respect to each such condition or event.

         The foregoing certifications, together with the computations set forth
in the Annex A hereto and the financial statements delivered with this
Certificate in support hereof, are made and delivered on behalf of Company, and
not individually, [MM/DD/YY] pursuant to Section 5.1(d) of the Credit Agreement.

                                          SIMMONS COMPANY

                                          By: __________________________________
                                          Name: William S. Creekmuir
                                          Title: Executive Vice President and
                                          Chief Financial Officer

                                   EXHIBIT C-l

EXHIBITS TO
CREDIT AND GUARANTY AGREEMENT                                          EXECUTION
443102-New York Server 5A

<PAGE>

                                                                      ANNEX A TO
                                                          COMPLIANCE CERTIFICATE

FOR THE FISCAL [QUARTER] [YEAR] ENDING [MM/DD/YY].

<TABLE>
<S>                                                                                    <C>
1. Consolidated Adjusted EBITDA:              (i) - (ii) =                             $[ ___ , ___ , ___ ]

  (i)   (a) Consolidated Net Income:                                                   $[ ___ , ___ , ___ ]
        (b) Consolidated Interest Expense:                                             $[ ___ , ___ , ___ ]
        (c) provisions for taxes based on income:                                      $[ ___ , ___ , ___ ]
        (d) total depreciation expense:                                                $[ ___ , ___ , ___ ]
        (e) total amortization expense:                                                $[ ___ , ___ , ___ ]
        (f) Management Fees:                                                           $[ ___ , ___ , ___ ]
        (g) ESOP expenses:                                                             $[ ___ , ___ , ___ ]

        (h) fees, costs and cash expenses in connection with the consummation of
        the Acquisition (including, without limitation, bonus and option
        payments):                                                                     $[ ___ , ___ , ___ ]

        (i) other non-cash items reducing Consolidated Net Income[l*]:                 $[ ___ , ___ , ___ ]

        (j) Cure Amount:                                                               $[ ___ , ___ , ___ ]

        (k) any extraordinary, unusual or non-recurring gains or losses or
        charges or credits, including, but not limited to, any expenses relating
        to the Acquisition, the Mergers and the Related Agreements:                    $[ ___ , ___ , ___ ]

        (l) any reasonable expenses or charges related to any issuance of
        Securities, Investments permitted under Section 6.3 of the Credit
        Agreement, Permitted Acquisitions, recapitalizations. Asset Sales
        permitted by Section 6.7 of the Credit Agreement or Indebtedness
        permitted to be incurred under Section 6.1 of the Credit Agreement:            $[ ___ , ___ , ___ ]

  (ii)  other non-cash items increasing Consolidated Net Income[2*]:                   $[ ___ , ___ , ___ ]

2.      Consolidated Capital Expenditures:

        (i) expenditures (whether paid in cash or other consideration or accrued
        as a liability and including that portion of Capital Leases which is
        capitalized on the consolidated balance sheet of Company and its
        Subsidiaries) by Company and its Subsidiaries during such period that,
        in conformity with
</TABLE>

------------------
[1*]  Including without limitation non-Cash purchase accounting adjustments and
      debt extinguishment costs but excluding accruals of expenses and the
      establishment of reserves in the ordinary course of business.

[2*]  Excluding any such non-Cash item to the extent that it represents an
      accrual of revenue or reversal of reserves in the ordinary course of
      business.

<PAGE>

<TABLE>
<S>                                                                                    <C>
        GAAP, are included in "additions to property, plant or equipment" or
        comparable items reflected in the consolidated statement of cash flows
        of Company and its Subsidiaries [3*]:                                          $[ ___ , ___ , ___ ]

3.      Consolidated Cash Interest Expense: (i) - (ii) =                               $[ ___ , ___ , ___ ]

  (i)   Consolidated Interest Expense:                                                 $[ ___ , ___ , ___ ]

  (ii)  (a) interest expense not payable in Cash (including amortization of
        discount and amortization of debt issuance costs), but excluding,
        however, any amounts referred to in Section 2.10 of the Credit Agreement
        payable on or before the Closing Date and (b) any costs associated with
        mark-to-market changes in Interest Rate Agreements and any other charges
        or payments related to any Interest Rate Agreements, in each case, shall
        be excluded from the calculation of Consolidated Cash Interest Expense:        $[ ___ , ___ , ___ ]

4.      Consolidated Current Assets:

  (i)   total assets of Company and its Subsidiaries on a consolidated basis
        that may properly be classified as current assets in conformity with
        GAAP[4*]:                                                                      $[ ___ , ___ , ___ ]

5.      Consolidated Current Liabilities:

  (i)   total liabilities of Company and its Subsidiaries on a consolidated
        basis that may properly be classified as current liabilities in
        conformity with GAAP, excluding any current liabilities with respect
        to long-term Indebtedness and excluding any liabilities associated with
        the Retail Business that are held for sale:                                    $[ ___ , ___ , ___ ]

6.      Consolidated Excess Cash Flow: (i) - (ii) =                                    $[ ___ , ___ , ___ ]

  (i)   (a)       Consolidated Adjusted EBITDA:                                        $[ ___ , ___ , ___ ]

        (b)       Consolidated Working Capital Adjustment [5*]                         $[ ___ , ___ , ___ ]

  (ii)  (a)       voluntary prepayments (including repurchases of Term Loans
                  made pursuant to Section 2.12 of the Credit Agreement),
                  mandatory prepayments pursuant to Section 2.13(d) of the
                  Credit Agreement and scheduled repayments of Consolidated
                  Total Debt[6*]:                                                      $[ ___ , ___ , ___ ]
</TABLE>

------------------
[3*]  Excluding (i) any expenditures by Company or any of its Subsidiaries
      during that period in connection with a Permitted Acquisition or, (ii)
      capital expenditures arising from deployment of any Proposed Reinvestment
      Proceeds or the Net Cash Proceeds of any issuance of Securities not
      otherwise required to repay the Loans pursuant to Section 2.13(b) of the
      Credit Agreement or (iii) any expenditures made with respect to the
      original acquisition of any property that has been transferred pursuant to
      a Permitted Sale/Lease-Back Transaction permitted by Section 6.9 of the
      Credit Agreement.

[4*]  Excluding (i) Cash and Cash Equivalents, (ii) assets (other than
      inventory) that are held for sale and (iii) assets pertaining to the
      Retail Business (including Inventory pertaining to the Retail Business)
      that are held for sale.

[5*]  Excluding any non-Cash adjustments to Consolidated Working Capital
      Adjustments.

[6*]  Excluding repayments of Revolving Loans or Swing Line Loans except to the
      extent the Revolving Loan Commitments are permanently reduced in
      connection with such repayments.

                                       2

<PAGE>

<TABLE>
<S>                                                                                    <C>
        (b)       Consolidated Capital Expenditures [7*]:                              $[ ___ , ___ , ___ ]

        (c)       Consolidated Cash Interest Expense (without giving effect
                  to the proviso set forth in footnote [4*] hereof):                   $[ ___ , ___ , ___ ]

        (d)       the provision for current taxes based on income of Company and
                  its Subsidiaries and payable in cash with respect to such
                  period:                                                              $[ ___ , ___ , ___ ]

        (e)       Management Fees actually paid in cash:                               $[ ___ , ___ , ___ ]

        (f)       the cash portion of any purchase price payments made during
                  such period by Company or any of its Subsidiaries in
                  connection with any Permitted Acquisition or Investments (net
                  of the proceeds of any related debt or equity financings with
                  respect to such Investments):                                        $[ ___ , ___ , ___ ]

        (g)       the cash portion of any purchase price payments made during
                  such period by Company or any of its Subsidiaries in
                  connection with the acquisition of any Intellectual Property
                  (net of the proceeds of any related financings with respect to
                  such expenditures):                                                  $[ ___ , ___ , ___ ]

        (h)       the cash portion of any Restricted Junior Payments made during
                  such period pursuant to Section 6.5 of the Credit Agreement
                  (net of the proceeds of any related financings with respect to
                  such Restricted Junior Payments):                                    $[ ___ , ___ , ___ ]

        (i)       cash expenses and charges added to Consolidated Net Income for
                  purposes of determining Consolidated Adjusted EBITDA pursuant
                  to (k) and (l) of Consolidated Adjusted EBITDA above:                $[ ___ , ___ , ___ ]

        (j)       Cure Amount:                                                         $[ ___ , ___ , ___ ]

7. Consolidated Interest Expense:

   (i)  total interest expense (including that portion attributable to Capital
        Leases in accordance with GAAP and capitalized interest) of Company and
        its Subsidiaries on a consolidated basis with respect to all outstanding
        Indebtedness of Company and its Subsidiaries, including all commissions,
        discounts and other fees and charges owed with respect to letters of
        credit and bankers' acceptance financing but excluding net costs under
        Interest Rate Agreements (and for purposes of clarity, excluding
        interest income):                                                              $[ ___ , ___ , ___ ]

8. Consolidated Net Income: (i) - (ii) =                                               $[ ___ , ___ , ___ ]

   (i)  the net income (or loss) of Company and its Subsidiaries on a
        consolidated basis for such period determined in conformity with GAAP:         $[ ___ , ___ , ___ ]
</TABLE>

---------------
[7*]  Net of any proceeds of any related financings with respect to such
      expenditures.


                                       3

<PAGE>

<TABLE>
<S>                                                                                    <C>
  (ii)  (a)       the income (or loss) of any Person (other than a Subsidiary of
                  Company) in which any other Person (other than Company or any
                  of its Subsidiaries) has a joint interest, except to the
                  extent of the amount of dividends or other distributions
                  actually paid to Company or any of its Subsidiaries by such
                  Person during such period:                                           $[ ___ , ___ , ___ ]

        (b)       the income (or loss) of any Person accrued prior to the date
                  it becomes a Subsidiary of Company or is merged into or
                  consolidated with Company or any of its Subsidiaries or that
                  Person's assets are acquired by Company or any of its
                  Subsidiaries:                                                        $[ ___ , ___ , ___ ]

        (c)       the income of any Subsidiary of Company to the extent that the
                  declaration or payment of dividends or similar distributions
                  by that Subsidiary of that income is not at the time permitted
                  by operation of the terms of its charter or any agreement,
                  instrument, judgment, decree, order, statute, rule or
                  governmental regulation applicable to that Subsidiary:               $[ ___ , ___ , ___ ]

        (d)       any after-tax gains or losses attributable to Asset Sales or
                  returned surplus assets of any Pension Plan:                         $[ ___ , ___ , ___ ]

        (e)       to the extent not included in clauses (ii)(a) through (d)
                  above, any net non-cash extraordinary gains or net non-cash
                  extraordinary losses:                                                $[ ___ , ___ , ___ ]

9. Consolidated Total Debt:

        (i)       the aggregate stated balance sheet amount of all Indebtedness
                  pertaining to (a) all indebtedness for borrowed money or (b)
                  that portion of obligations with respect to Capital Leases
                  that is properly classified as a liability on a balance sheet
                  in conformity with GAAP of Company and its Subsidiaries,
                  determined on a consolidated basis in accordance with GAAP:          $[ ___ , ___ , ___ ]

10. Consolidated Working Capital: (i) - (ii) =                                         $[ ___ , ___ , ___ ]

  (i)   Consolidated Current Assets:                                                   $[ ___ , ___ , ___ ]

  (ii)  Consolidated Current Liabilities:                                              $[ ___ , ___ , ___ ]

11. Consolidated Working Capital Adjustment: (i) - (ii) =                              $[ ___ , ___ , ___ ]

  (i)   Consolidated Working Capital as of the beginning of such period
        (excluding any pro forma effects of changes in the classification of
        assets held for sale):                                                         $[ ___ , ___ , ___ ]
</TABLE>

                                       4

<PAGE>

<TABLE>
<S>                                                                                    <C>
  (ii)  Consolidated Working Capital as of the end of such period
        (excluding any pro forma effects of changes
        in the classification of assets held for sale):                                $[ ___ , ___ , ___ ]

12. Cash Interest Coverage Ratio: (i)/(ii) =

  (i)   Consolidated Adjusted EBITDA[8*]
        for the four-Fiscal Quarter Period then ended:                                 $[ ___ , ___ , ___ ]

  (ii)  Consolidated Cash Interest Expense
        for such four-Fiscal Quarter Period[9*]:                                       $[ ___ , ___ , ___ ]

                                                                          Actual:      _,_:1.00
                                                                          Required:    _,_:1.00
13. Leverage Ratio: (i)/(ii) =

  (i)   (a)       Consolidated Total Debt:                                             $[ ___ , ___ , ___ ]

        (b)       Cash and Cash Equivalents of Company and its
                  Subsidiaries not in excess of $30,000,000:                           $[ ___ , ___ , ___ ]

                                                (a)-(b):                               $[ ___ , ___ , ___ ]

  (ii)  Consolidated Adjusted EBITDA[10*]
        for the four-Fiscal Quarter period then ended:                                 $[ ___ , ___ , ___ ]

                                                                          Actual:      _,_:1.00
                                                                          Required:    _,_:1.00
</TABLE>

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

[8*]    Provided, with respect to any period during which a Permitted
        Acquisition or a PF Asset Sale has occurred, Consolidated Adjusted
        EBITDA shall be calculated with respect to such period on a Pro Forma
        Basis giving effect to such Permitted Acquisition or PF Asset Sale.

[9*]    Provided, that for purposes of calculating Consolidated Cash
        Interest Expense, Consolidated Cash Interest Expense shall be equal to
        (i) for the period ending MARCH 31, 2004, Consolidated Cash Interest
        Expense for the Fiscal Quarter ended MARCH 31, 2004 multiplied by 4,
        (ii) for the period ending JUNE 30, 2004, Consolidated Cash Interest
        Expense for the two Fiscal Quarters ended JUNE 30, 2004 multiplied by 2,
        and (iii) for the period ending SEPTEMBER 30, 2004, Consolidated Cash
        Interest Expense for the three Fiscal Quarters ended SEPTEMBER 30, 2004
        multiplied by one and one-third.

[10*]   Provided, with respect to any period during which a Permitted
        Acquisition or a PF Asset Sale has occurred, Consolidated Adjusted
        EBITDA shall be calculated with respect to such period on a Pro Forma
        Basis giving effect to such Permitted Acquisition or PF Asset Sale.

                                       5

<PAGE>

                                                                  EXHIBIT D-1 TO
                                                   CREDIT AND GUARANTY AGREEMENT

                                  SEE ATTACHED

                                  EXHIBIT D-l-1

EXHIBITS TO
CREDIT AND GUARANTY AGREEMENT                                          EXECUTION
443102-New York Server 5A

<PAGE>

                           WEIL, GOTSHAL & MANGES LLP
                    767 FIFTH AVENUE NEW YORK, NY 10153-0119         DALLAS
                                 (212) 310-8000                     HOUSTON
                               FAX: (212) 310-8007                 MENLO PARK
                                                                (SILICON VALLEY)
                                                                      MIAMI
                                                                WASHINGTON, D.C.

                                                                     BRUSSELS
                                                                     BUDAPEST
                                                                      LONDON
                                                                      PRAGUE
WRITERS DIRECT LINE             December 19, 2003                     WARSAW

         Deutsche Bank AG, New York Branch,
         as administrative agent
         for the Lenders, and the Lenders and
         the Agents referred to below

         Ladies and Gentlemen:

                  We have acted as special counsel to THL Bedding Company, a
         Delaware corporation (the "Borrower"), THL-SC Bedding Company, a
         Delaware corporation ("Holdings"), and each of the entities listed on
         Schedule 1 hereto (together with the Borrower and Holdings, the "Credit
         Parties") in connection with the preparation, execution and delivery
         of, and the consummation of the transactions contemplated, by the
         Credit and Guaranty Agreement dated as of the date hereof (the "Credit
         Agreement"), by and among the Borrower, Holdings and certain other
         entities party thereto, as guarantors, the financial institutions
         listed on the signature pages thereto (the "Lenders"). Goldman Sachs
         Credit Partners L.P., as sole bookrunner, joint lead arranger and as
         co-syndication agent, UBS Securities LLC , as joint lead arranger and
         co-syndication agent, Deutsche Bank AG, New York Branch, as
         administrative agent for the Lenders (in such capacity, the
         "Administrative Agent") and as collateral agent for the Lenders (in
         such capacity, the "Collateral Agent"), and the other Agents named
         therein. Capitalized terms defined in the Credit Agreement and used
         (but not otherwise defined) herein are used herein as so defined. This
         opinion is delivered pursuant to Section 3.1(h) of the Credit
         Agreement.

                  In so acting, we have examined originals or copies (certified
         or otherwise identified to our satisfaction and, unless otherwise
         noted, each dated as of the date hereof) of (a)(i) the Credit
         Agreement, (ii) the Notes, (iii) the Pledge and Security Agreement and
         (iv) the Assumption Agreement (the items listed in (a)(i) through
         (a)(iv) are, collectively, the "Credit Documents"), (b) the UCC-1
         Financing Statements attached hereto as Exhibit A (the "Financing
         Statements"), (c) the Mortgage, Security Agreement, Assignment of Rent
         and Leases and Fixture Filing (the "Mortgage"; and together with the
         Credit Documents, the "Transaction Documents") and (d) such corporate
         and limited liability company records, agreements, documents and other
         instruments, and such certificates or comparable documents of public
         officials and of officers and representatives of the Credit Parties,
         and have made such inquiries of such officers and representatives, as
         we have deemed relevant and necessary as a basis for the opinions
         hereinafter set forth.

<PAGE>

WEIL, GOTSHAL & MANGES LLP

         December 19, 2003
         Page 2

                  In such examination, we have assumed the genuineness of all
         signatures, the legal capacity of all natural persons, the authenticity
         of all documents submitted to us as originals, the conformity to
         original documents of all documents submitted to us as certified,
         conformed or photostatic copies and the authenticity of the originals
         of such latter documents. As to all questions of fact material to these
         opinions that have not been independently established, we have relied
         upon certificates or comparable documents of officers and
         representatives of the Credit Parties and upon the representations and
         warranties of the Credit Parties contained in the Credit Documents. We
         have also assumed (i) the valid existence and good standing of
         Dreamwell, Ltd. ("Dreamwell") and Simmons Capital Management, LLC
         (together with Dreamwell, the "Nevada Credit Parties") under the laws
         of the State of Nevada, (ii) that each of the Nevada Credit Parties has
         the requisite corporate or limited liability company, as the case may
         be, power and authority to own, lease and operate its properties and to
         carry on its business as now being conducted, (iii) that each of the
         Nevada Credit Parties has the requisite corporate or limited liability
         company, as the case may be, power and authority to execute and deliver
         the Transaction Documents to which it is a party and (iv) the due
         authorization, execution and delivery by each of the Nevada Credit
         Parties of the Transaction Documents to which it is a party. As used
         herein, "to our knowledge" and "of which we are aware" mean the
         conscious awareness of facts or other information by any lawyer in our
         firm actively involved in the transactions contemplated by the Credit
         Agreement.

                  Based on the foregoing, and subject to the qualifications
         stated herein, we are of the opinion that:

                  1. Each Credit Party (other than the Nevada Credit Parties)
         (collectively, the "Delaware Credit Parties") is a corporation or a
         limited liability company, as the case may be, validly existing and in
         good standing under the laws of the State of Delaware. Each of the
         Delaware Credit Parties has all requisite corporate or limited
         liability company, as the case may be, power and authority to own,
         lease and operate its properties and to carry on its business as now
         being conducted.

                  2. Each of the Delaware Credit Parties has all requisite
         corporate or limited liability company, as the case may be, power and
         authority to execute and deliver the Transaction Documents to which it
         is a party and to perform its obligations thereunder. The execution,
         delivery and performance by the Delaware Credit Parties of the
         Transaction Documents to which each is a party have been duly
         authorized by all necessary corporate or limited liability company, as
         the case may be, action on the part of the Delaware Credit Parties. The
         Transaction Documents to which each Delaware Credit Party is a party
         have been duly and validly executed and delivered by such Delaware
         Credit Party. Assuming the due authorization, execution and delivery
         thereof by the parties thereto, other than the Delaware Credit Parties,
         each Credit Document to which the Credit Parties are a party
         constitutes the legal, valid and binding obligation of such Credit
         Party party thereto, enforceable against it in accordance with its
         terms, subject to

<PAGE>

WEIL, GOTSHAL & MANGES LLP

         December 19, 2003
         Page 3

         applicable bankruptcy, insolvency, fraudulent conveyance,
         reorganization, moratorium and similar laws affecting creditors' rights
         and remedies generally, and subject, as to enforceability, to general
         principles of equity, including principles of commercial
         reasonableness, good faith and fair dealing (regardless of whether
         enforcement is sought in a proceeding at law or in equity) and except
         that (A) rights to indemnification and contribution thereunder may be
         limited by federal or state securities laws or public policy relating
         thereto, (B) no opinion is expressed with respect to any right of
         set-off granted to a Lender pursuant to Section 10.4 of the Credit
         Agreement and to any participant under the Credit Documents and (C)
         certain remedial provisions of the Credit Documents are or may be
         unenforceable in whole or in part under the laws of the State of New
         York, but the inclusion of such provisions does not affect the validity
         of such Credit Documents, and the Credit Documents contain adequate
         provisions for the practical realization of the rights and benefits
         afforded thereby. No opinion is expressed in this paragraph as to the
         attachment, perfection or priority of any liens granted pursuant to the
         Pledge and Security Agreement.

                  3. The execution and delivery by each Delaware Credit Party of
         the Transaction Documents to which it is a party and the performance by
         such Delaware Credit Party of its obligations thereunder will not
         conflict with, constitute a default under or violate (i) any of the
         terms, conditions or provisions of the Certificate of Incorporation or
         Certificate of Formation, as the case may be, or by-laws or operating
         agreement, as the case may be, of any Delaware Credit Party, (ii) any
         of the terms, conditions or provisions of any document, agreement or
         other instrument set forth on Schedule 2 hereto to which any Delaware
         Credit Party is a party or by which it is bound, (iii) any New York,
         Delaware corporate or limited liability company or federal law or
         regulation (other than federal and state securities or blue sky laws,
         as to which we express no opinion in this paragraph), or (iv) any
         judgment, writ, injunction, decree, order or ruling of any court or
         governmental authority binding on the Delaware Credit Parties of which
         we are aware.

                  4. No consent, approval, waiver, license or authorization or
         other action by or filing with any New York, Delaware corporate or
         limited liability company or federal governmental authority is required
         in connection with the execution and delivery by each Credit Party of
         the Transaction Documents to which it is a party, the consummation by
         such Credit Party of the transactions contemplated thereby or the
         performance by each Credit Party of its obligations thereunder, except
         for (i) filings in connection with perfecting security interests, (ii)
         consents or filings which have already been made or obtained, (iii)
         those which the failure to make or obtain would not reasonably be
         expected to have a Material Adverse Effect and (iv) federal and state
         securities or blue sky laws, in each case, as to which we express no
         opinion in this paragraph.

<PAGE>

WEIL, GOTSHAL & MANGES LLP

         December 19, 2003
         Page 4

                  5. To our knowledge, there is no litigation, proceeding or
         governmental investigation pending or overtly threatened against the
         Credit Parties that relates to any of the transactions contemplated by
         the Transaction Documents.

                  6. (a) Under the Uniform Commercial Code in effect in the
         State of New York (the "NY UCC"), the execution and delivery of the
         Pledge and Security Agreement creates a valid security interest in each
         Credit Party's rights in the Collateral (as defined in the Pledge and
         Security Agreement), as security for the Secured Obligations (as
         defined in the Pledge and Security Agreement) of such Credit Party in
         favor of the Collateral Agent. Pursuant to the Pledge and Security
         Agreement, each Delaware Credit Party has authorized for purposes of
         Section 9-509 of the Uniform Commercial Code in effect in the State of
         Delaware (the "DE UCC" and together with the NY UCC, the "UCC") the
         filing of the Financing Statements naming such Delaware Credit Party as
         debtor. Upon the filing of the Financing Statements with the Secretary
         of State of the State of Delaware, such security interest of the
         Collateral Agent in the Delaware Credit Parties' interest in the
         Collateral is perfected, to the extent a security interest in such
         Collateral may be perfected by the filing of a financing statement
         under the DE UCC.

                           (b) Upon delivery in the State of New York to the
         Collateral Agent of all certificates that represent the Pledged Stock
         (as defined in the Pledge and Security Agreement) identified on
         Schedule 4.4(A) of the Pledge and Security Agreement (the "Pledged
         Certificated Stock"), together with stock powers properly executed in
         blank with respect thereto, and assuming that the Collateral Agent was
         without notice of any adverse claim (as such phrase is defined in
         Section 8-105 of the NY UCC) with respect to the Pledged Certificated
         Stock, such security interest of the Collateral Agent in such Pledged
         Certificated Stock (and the shares represented thereby) will be
         perfected and will be free of any adverse claim.

                  The opinions in subparagraph (a) of this paragraph 6 and, with
         respect to subclauses A and B below, subparagraph (b) of this paragraph
         6 are subject to the following exceptions:

                           A. that with respect to rights in the Collateral or
         any Pledged Stock of any Credit Party, we express no opinion, and have
         assumed that (1) such Credit Party has rights in the Collateral and
         such Pledged Stock and (2) value has been give to the Credit Parties;

                           B. that with respect to any Collateral or Pledged
         Stock as to which the perfection of a lien or security interest is
         governed by the laws of any jurisdiction other than the State of
         Delaware or the State of New York, respectively, we express no opinion;
         and

<PAGE>

WEIL, GOTSHAL & MANGES LLP

         December 19, 2003
         Page 5

                           C. that with respect to any Collateral which is or
         may become fixtures (as defined in Section 9-102(a)(41) of the UCC) or
         a commercial tort claim (as defined in Section 9-102(a)(13) of the
         UCC), we express no opinion.

                  The opinion set forth in subparagraph (b) of this paragraph 6
         is also subject to the following exceptions:

                           D. that with respect to (i) federal tax liens
         accorded priority under law and (ii) liens created under Title IV of
         the Employee Retirement Income Security Act of 1974 which are properly
         filed after the date hereof, we express no opinion as to the relative
         priority of such liens and the security interests created by the Pledge
         and Security Agreement or as to whether such liens may be adverse
         claims; and

                           E. that with respect to any claim (including for
         taxes) in favor of any state or any of its respective agencies,
         authorities, municipalities or political subdivisions which claim is
         given lien status and/or priority under any law of such state, we
         express no opinion as to the relative priority of such liens and the
         security interests created by the Pledge and Security Agreement or as
         to whether such liens may be adverse claims.

                  In addition, the opinions in subparagraphs (a) and (b) of this
         paragraph 6 are subject to (i) the limitations on perfection of
         security interests in proceeds resulting from the operation of Section
         9-315 of the UCC; (ii) the limitations with respect to buyers in the
         ordinary course of business imposed by Sections 9-318 and 9-320 of the
         UCC; (iii) the limitations with respect to documents, instruments and
         securities imposed by Sections 8-302, 9-312 and 9-331 of the UCC; and
         (iv) Section 552 of Title 11 of the United States Code (the "Bankruptcy
         Code") with respect to any Collateral acquired by any Credit Party
         subsequent to the commencement of a case against or by such Credit
         Party under the Bankruptcy Code.

                  We further assume that all filings will be timely made and
         duly filed as necessary (i) in the event of a change in the name,
         identity or corporate structure of any Credit Party, (ii) in the event
         of a change in the location of any Credit Party and (iii) to continue
         to maintain the effectiveness of the original filings.

                  7. None of the Credit Parties is an "investment company"
         within the meaning of the Investment Company Act of 1940, as amended.
         None of the Credit Parties is a "holding company", or a "subsidiary
         company" of a "holding company", or an "affiliate" of a "holding
         company", within the meaning of, or is otherwise subject to regulation
         under, the Public Utility Holding Company Act of 1935, as amended.

                  8. The making of the extensions of credit under the Credit
         Agreement and the application of the proceeds thereof as provided in
         the Credit Agreement does not violate Regulations T, U or X of the
         Board of Governors of the Federal Reserve System.

<PAGE>

WEIL, GOTSHAL & MANGES LLP

         December 19, 2003
         Page 6

                  The opinions expressed herein are limited to the laws of the
         State of New York, the corporate and limited liability company laws of
         the State of Delaware, Article 9 of the DE UCC and the federal laws of
         the United States, and we express no opinion as to the effect on the
         matters covered by this letter of the laws of any other jurisdiction.

                  The opinions expressed herein are rendered solely for your
         benefit and the benefit of your successors and permitted assigns in
         connection with the transactions described herein. Those opinions may
         not be used or relied upon by any other person, nor may this letter or
         any copies hereof be furnished to a third party, filed with a
         governmental agency, quoted, cited or otherwise referred to without our
         prior written consent, other than to bank regulatory authorities or
         successors and permitted assigns of any Lender.

                                        Very truly yours,

                                        /s/ WEIL, GOTSHAL & MANGES LLP

<PAGE>

WEIL, GOTSHAL & MANGES LLP

                                   Schedule 1

<TABLE>
<CAPTION>
         Entity                                Jurisdiction of Organization
         ------                                ----------------------------
<S>                                            <C>
1. Simmons Company                                       Delaware

2. Simmons Holdings, Inc.                                Delaware

3. The Simmons Manufacturing Co., LLC                    Delaware

4. Gallery Corp.                                         Delaware

5. World of Sleep Outlets, LLC                           Delaware

6. Simmons Contract Sales, LLC                           Delaware

7. Windsor Bedding Co., LLC                              Delaware

8. SC Holdings, Inc.                                     Delaware

9. Sleep Country USA, Inc.                               Delaware

10 Dream-well, Ltd.                                       Nevada

11. Simmons Capital Management, LLC                       Nevada
</TABLE>

<PAGE>

WEIL, GOTSHAL & MANGES LLP

                                   Schedule 2

         1.       Senior Unsecured Term Loan and Guaranty Agreement, dated as of
                  December 19, 2003, among THL, THL-SC, the guarantors named
                  therein and the financial institutions party thereto, and all
                  agreements constituting exhibits to or required to be executed
                  pursuant thereto.

         2.       Indenture, dated as of December 19, 2003 (the "Indenture"),
                  between Borrower and Wells Fargo Bank Minnesota, National
                  Association, as trustee (the "Trustee"), and the other
                  guarantors named therein.

         3.       Indenture between Simmons Company (the "Company") and SunTrust
                  Bank, Atlanta, as Trustee, dated as of March 16, 1999.

         4.       Employment Agreement among THL Bedding Holding Company, the
                  Company and Charles R. Eitel, dated as of December 19, 2003.

         5.       Employment Agreement among THL Bedding Holding Company, the
                  Company and William S. Creekmuir, dated as of December 19,
                  2003.

         6.       Employment Agreement among THL Bedding Holding Company, the
                  Company and Robert W. Hellyer, dated as of December 19, 2003.

         7.       Employment Agreement among THL Bedding Holding Company, the
                  Company and Rhonda C. Rousch, dated as of December 19, 2003.

         8.       Labor Agreement between the Company and The United Steel
                  Workers of America, A.F.L., C.I.O., C.L.C., on behalf of its
                  members in Local No. 173, in the Shawnee, Kansas plant of the
                  Company excluding executives, sales employees, office workers,
                  supervisors, foremen, time keepers, mechanics or machinists
                  for the period from April 23,1999 to April 22, 2002.

         9.       Labor Agreement between the Company and The United Steel
                  Workers, Local No. 425 for all employees at the Jacksonville,
                  Florida plant of the Company excluding executives, sales
                  employees, office workers, supervisors, inspectors,
                  departmental coordinators or persons in any way identified
                  with management for the period from October 16, 2001 to
                  October 15, 2004.

         10.      Labor Agreement between the Company and The United Steel
                  Workers, Local No. 422 for all production and maintenance
                  employees at the Dallas, Texas plant of the Company excluding
                  supervisors, foremen, factory clerks, office employees, time
                  keepers, watchmen or persons in any way identified with
                  management for the period from October 16, 2001 to October 15,
                  2004.

         11.      Labor Agreement between the Company and The United Steel
                  Workers, Local No. 2401 for all production at the Atlanta,
                  Georgia plant of the Company excluding office workers,
                  supervisors, foremen, inspectors, watchmen, plant guards,
                  departmental coordinators, carload checkers or persons in any
                  way

<PAGE>

WEIL, GOTSHAL & MANGES LLP

                  identified with management for the period from October 16,
                  2001 to October 15, 2005.

         12.      Labor Agreement between the Company and The United Steel
                  Workers, Local No. 515U for all employees at the Los Angeles,
                  California plant of the Company excluding executives, sales
                  employees, office workers, and supervisors for the period from
                  October 16, 2001 to October 15, 2005 (2001 10-K).

         13.      Labor Agreement between the Company and The United Steel
                  Workers, Local No. 420 for employees at the Piscataway, New
                  Jersey plant of the Company excluding watchmen, office
                  janitors, maintenance department employees, truck drivers,
                  tool makers, machinists, supervisors, porters, matrons, main
                  office, clerical, and maintenance helpers for the period of
                  October 16, 2001 to October 15, 2005.

         14.      Labor Agreement between the Company and The United Steel
                  Workers, Local No. 424 for all production employees at the
                  Columbus, Ohio plant of the Company excluding executives,
                  sales employees, office workers, timekeepers, watchmen, office
                  janitors, maintenance department employees, truck drivers,
                  foremen, supervisors, private chauffeurs, main office,
                  clerical, and engine room and power plant employees for the
                  period from October 16, 2001 to October 15, 2004.

         15.      Loan Agreement, dated as of November 1, 1982, between the City
                  of Janesville, Wisconsin and the Company, as successor by
                  merger to Simmons Manufacturing Company, Inc., relating to
                  $9,700,000 City of Janesville, Wisconsin Industrial
                  Development Revenue Bond, Series A.

         16.      Loan Agreement between the City of Shawnee and the Company
                  relating to the Indenture of Trust between City of Shawnee,
                  Kansas and State Street Bank and Trust Company of Missouri,
                  N.A., as Trustee, dated December 1, 1996 relating to
                  $5,000,000 Private Activity Revenue Bonds, Series 1996.

<PAGE>

WEIL, GOTSHAL & MANGES LLP

                                    Exhibit A

                              Financing Statements

                                  See attached.
<PAGE>

UCC FINANCING STATEMENT
FOLLOW INSTRUCTIONS (front and back) CAREFULLY
----------------------------------------------
A. NAME & PHONE OF CONTACT AT FILER [optional]

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

[                            ]     THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

1. DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b) - do
not abbreviate or combine names

<TABLE>
<S>                    <C>           <C>                      <C>                              <C>    <C>               <C>
   1a. ORGANIZATION'S NAME

   THL-SC BEDDING COMPANY
OR -------------------------------------------------------------------------------------------------------------------------------
   1b. INDIVIDUAL'S LAST NAME                                 FIRST NAME                       MIDDLE NAME              SUFFIX
----------------------------------------------------------------------------------------------------------------------------------
1c. MAILING ADDRESS                                           CITY                             STATE  POSTAL CODE       COUNTRY
 ONE CONCOURSE PARKWAY                                        ATLANTA                          GA     30328             USA
 SUITE 800
----------------------------------------------------------------------------------------------------------------------------------
1d. SEE INSTRUCTIONS   ADD'L INFO RE 1e. TYPE OF ORGANIZATION 1f. JURISDICTION OF ORGANIZATION 1g. ORGANIZATIONAL ID #,
                       ORGANIZATION                                                            if any
                       DEBTOR        CORPORATION              DELAWARE                                                  [ ] NONE
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name
(2a or 2b) - do not abbreviate or combine names

<TABLE>
<S>                    <C>           <C>                      <C>                              <C>    <C>               <C>
   2a. ORGANIZATION'S NAME

OR --------------------------------------------------------------------------------------------------------------------------------
   2b. INDIVIDUAL'S LAST NAME                                 FIRST NAME                       MIDDLE NAME              SUFFIX

-----------------------------------------------------------------------------------------------------------------------------------
2c. MAILING ADDRESS                                           CITY                             STATE  POSTAL CODE       COUNTRY

-----------------------------------------------------------------------------------------------------------------------------------
2d. SEE INSTRUCTIONS   ADD'L INFO RE 2e. TYPE OF ORGANIZATION 2f. JURISDICTION OF ORGANIZATION 2g. ORGANIZATIONAL ID #,
                       ORGANIZATION                                                            if any
                       DEBTOR                                                                                           [ ] NONE
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

3. SECURED PARTY'S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) - insert
only one secured party name (3a or 3b)

<TABLE>
<S>                                                           <C>                              <C>    <C>               <C>
   3a. ORGANIZATION'S NAME
     DEUTSCHE BANK AG, NEW YORK BRANCH, AS COLLATERAL AGENT
OR --------------------------------------------------------------------------------------------------------------------------------
   3b. INDIVIDUAL'S LAST NAME                                 FIRST NAME                       MIDDLE NAME              SUFFIX

-----------------------------------------------------------------------------------------------------------------------------------
3c. MAILING ADDRESS                                           CITY                             STATE  POSTAL CODE       COUNTRY
 60 WALL STREET, 43RD FL.                                     NEW YORK                         NY     10005             USA
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

4. This FINANCING STATEMENT covers the following collateral:

ALL PERSONAL PROPERTY OF THE DEBTOR NOW OWNED OR HEREAFTER ACQUIRED.

<TABLE>
<S>                        <C>               <C>                     <C>               <C>              <C>          <C>
5. ALTERNATIVE DESIGNATION [ ] LESSEE/LESSOR [ ] CONSIGNEE/CONSIGNOR [ ] BAILEE/BAILOR [ ] SELLER/BUYER [ ] AG. LIEN [ ] NON-UCC
   [if applicable]:                                                                                                       FILING
</TABLE>

6. [ ] This FINANCING STATEMENT is to be filed [for record]  (or recorded) in
       the REAL ESTATE RECORDS.         Attach Addendum        [if applicable]

7. Check to REQUEST SEARCH REPORT(S) on Debtor(s)
   [ADDITIONAL FEE] [optional] [ ] All Debtors  [ ] Debtor 1 [ ]  Debtor 2

8. OPTIONAL FILER REFERENCE DATA

DELAWARE -  SECRETARY OF STATE

FILING OFFICE COPY - NATIONAL UCC FINANCING STATEMENT (FORM UCC1) (REV.
07/29/98)

<PAGE>

UCC FINANCING STATEMENT
FOLLOW INSTRUCTIONS (front and back) CAREFULLY
----------------------------------------------
A. NAME & PHONE OF CONTACT AT FILER [optional]

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

[                            ]     THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

1. DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b) - do
not abbreviate or combine names

<TABLE>
<S>                    <C>           <C>                      <C>                              <C>    <C>               <C>
   1a. ORGANIZATION'S NAME

   THL BEDDING COMPANY
OR -------------------------------------------------------------------------------------------------------------------------------
   1b. INDIVIDUAL'S LAST NAME                                 FIRST NAME                       MIDDLE NAME              SUFFIX
----------------------------------------------------------------------------------------------------------------------------------
1c. MAILING ADDRESS                                           CITY                             STATE  POSTAL CODE       COUNTRY
 ONE CONCOURSE PARKWAY                                        ATLANTA                          GA     30328             USA
 SUITE 800
----------------------------------------------------------------------------------------------------------------------------------
1d. SEE INSTRUCTIONS   ADD'L INFO RE 1e. TYPE OF ORGANIZATION 1f. JURISDICTION OF ORGANIZATION 1g. ORGANIZATIONAL ID #,
                       ORGANIZATION                                                            if any
                       DEBTOR        CORPORATION              DELAWARE                                                  [ ] NONE
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name
(2a or 2b) - do not abbreviate or combine names

<TABLE>
<S>                    <C>           <C>                      <C>                              <C>    <C>               <C>
   2a. ORGANIZATION'S NAME

OR --------------------------------------------------------------------------------------------------------------------------------
   2b. INDIVIDUAL'S LAST NAME                                 FIRST NAME                       MIDDLE NAME              SUFFIX

-----------------------------------------------------------------------------------------------------------------------------------
2c. MAILING ADDRESS                                           CITY                             STATE  POSTAL CODE       COUNTRY

-----------------------------------------------------------------------------------------------------------------------------------
2d. SEE INSTRUCTIONS   ADD'L IN FORE 2e. TYPE OF ORGANIZATION 2f. JURISDICTION OF ORGANIZATION 2g. ORGANIZATIONAL ID #,
                       ORGANIZATION                                                            if any
                       DEBTOR                                                                                           [ ] NONE
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

3. SECURED PARTY'S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) - insert
only one secured party name (3a or 3b)

<TABLE>
<S>                                                           <C>                              <C>    <C>               <C>
   3a. ORGANIZATION'S NAME
       DEUTSCHE BANK AG, NEW YORK BRANCH, AS COLLATERAL AGENT
OR --------------------------------------------------------------------------------------------------------------------------------
   3b. INDIVIDUAL'S LAST NAME                                 FIRST NAME                       MIDDLE NAME              SUFFIX

-----------------------------------------------------------------------------------------------------------------------------------
3c. MAILING ADDRESS                                           CITY                             STATE  POSTAL CODE       COUNTRY
 60 WALL STREET, 43RD FL.                                     NEW YORK                         NY     10005             USA
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

4. This FINANCING STATEMENT covers the following collateral:

ALL PERSONAL PROPERTY OF THE DEBTOR NOW OWNED OR HEREAFTER ACQUIRED.

<TABLE>
<S>                        <C>               <C>                     <C>               <C>              <C>          <C>
5. ALTERNATIVE DESIGNATION [ ] LESSEE/LESSOR [ ] CONSIGNEE/CONSIGNOR [ ] BAILEE/BAILOR [ ] SELLER/BUYER [ ] AG. LIEN [ ] NON-UCC
   [if applicable]:                                                                                                       FILING
</TABLE>

6. [ ] This FINANCING STATEMENT is to be filed [for record] (or recorded) in
       the REAL ESTATE RECORDS.         Attach Addendum       [if applicable]

7. Check to REQUEST SEARCH REPORT(S) on Debtor(s)
   [ADDITIONAL FEE] [optional] [ ] All Debtors  [ ] Debtor 1 [ ]  Debtor 2

8. OPTIONAL FILER REFERENCE DATA

DELAWARE - SECRETARY OF STATE

FILING OFFICE COPY - NATIONAL UCC FINANCING STATEMENT (FORM UCC1) (REV.
07/29/98)

<PAGE>

UCC FINANCING STATEMENT
FOLLOW INSTRUCTIONS (front and back) CAREFULLY
----------------------------------------------
A. NAME & PHONE OF CONTACT AT FILER [optional]

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

[                            ]     THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

1. DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b) - do
not abbreviate or combine names

<TABLE>
<S>                    <C>           <C>                      <C>                              <C>    <C>               <C>
   1a. ORGANIZATION'S NAME

   SIMMONS COMPANY
OR -------------------------------------------------------------------------------------------------------------------------------
   1b. INDIVIDUAL'S LAST NAME                                 FIRST NAME                       MIDDLE NAME              SUFFIX
----------------------------------------------------------------------------------------------------------------------------------
1c. MAILING ADDRESS                                           CITY                             STATE  POSTAL CODE       COUNTRY
 ONE CONCOURSE PARKWAY                                        ATLANTA                          GA     30328             USA
 SUITE 800
----------------------------------------------------------------------------------------------------------------------------------
1d. SEE INSTRUCTIONS   ADD'L INFO RE 1e. TYPE OF ORGANIZATION 1f. JURISDICTION OF ORGANIZATION 1g. ORGANIZATIONAL ID #,
                       ORGANIZATION                                                            if any
                       DEBTOR        CORPORATION              DELAWARE                                                  [ ] NONE
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (2a
or 2b) - do not abbreviate or combine names

<TABLE>
<S>                    <C>           <C>                      <C>                              <C>    <C>               <C>
   2a. ORGANIZATION'S NAME

OR --------------------------------------------------------------------------------------------------------------------------------
   2b. INDIVIDUAL'S LAST NAME                                 FIRST NAME                       MIDDLE NAME              SUFFIX

-----------------------------------------------------------------------------------------------------------------------------------
2c. MAILING ADDRESS                                           CITY                             STATE  POSTAL CODE       COUNTRY

-----------------------------------------------------------------------------------------------------------------------------------
2d. SEE INSTRUCTIONS   ADD'L INFO RE 2e. TYPE OF ORGANIZATION 2f. JURISDICTION OF ORGANIZATION 2g. ORGANIZATIONAL ID #,
                       ORGANIZATION                                                            if any
                       DEBTOR                                                                                           [ ] NONE
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

3. SECURED PARTY'S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) - insert
only one secured party name (3a or 3b).

<TABLE>
<S>                                                           <C>                              <C>    <C>               <C>
   3a. ORGANIZATION'S NAME
       DEUTSCHE BANK AG, NEW YORK BRANCH, AS COLLATERAL AGENT
OR --------------------------------------------------------------------------------------------------------------------------------
   3b. INDIVIDUAL'S LAST NAME                                 FIRST NAME                       MIDDLE NAME              SUFFIX

-----------------------------------------------------------------------------------------------------------------------------------
3c. MAILING ADDRESS                                           CITY                             STATE  POSTAL CODE       COUNTRY
 60 WALL STREET, 43RD FL.                                     NEW YORK                         NY     10005             USA
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

4. This FINANCING STATEMENT covers the following collateral:

ALL PERSONAL PROPERTY OF THE DEBTOR NOW OWNED OR HEREAFTER ACQUIRED.

<TABLE>
<S>                        <C>               <C>                     <C>               <C>              <C>          <C>
5. ALTERNATIVE DESIGNATION [ ] LESSEE/LESSOR [ ] CONSIGNEE/CONSIGNOR [ ] BAILEE/BAILOR [ ] SELLER/BUYER [ ] AG. LIEN [ ] NON-UCC
   [if applicable]:                                                                                                       FILING
</TABLE>

6. [ ] This FINANCING STATEMENT is to be filed [for record] (or recorded) in
       the REAL ESTATE RECORDS.         Attach Addendum       [if applicable]

7. Check to REQUEST SEARCH REPORT(S) on Debtor(s)
   [ADDITIONAL FEE] [optional] [ ] All Debtors  [ ] Debtor 1 [ ]  Debtor 2

8. OPTIONAL FILER REFERENCE DATA

DELAWARE - SECRETARY OF STATE

FILING OFFICE COPY - NATIONAL UCC FINANCING STATEMENT (FORM UCC1) (REV.
07/29/98)
<PAGE>

UCC FINANCING STATEMENT
FOLLOW INSTRUCTIONS (front and back) CAREFULLY
----------------------------------------------
A. NAME & PHONE OF CONTACT AT FILER [optional]

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

[                            ]     THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

1. DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b) - do
not abbreviate or combine names

<TABLE>
<S>                    <C>           <C>                      <C>                              <C>    <C>               <C>
   1a. ORGANIZATION'S NAME

   THE SIMMONS MANUFACTURING CO.,LLC
OR -------------------------------------------------------------------------------------------------------------------------------
   1b. INDIVIDUAL'S LAST NAME                                 FIRST NAME                       MIDDLE NAME              SUFFIX
----------------------------------------------------------------------------------------------------------------------------------
1c. MAILING ADDRESS                                           CITY                             STATE  POSTAL CODE       COUNTRY
 ONE CONCOURSE PARKWAY                                        ATLANTA                          GA     30328             USA
 SUITE 800
----------------------------------------------------------------------------------------------------------------------------------
1d. SEE INSTRUCTIONS   ADD'L INFO RE 1e. TYPE OF ORGANIZATION 1f. JURISDICTION OF ORGANIZATION 1g. ORGANIZATIONAL ID #,
                       ORGANIZATION                                                            if any
                       DEBTOR        LIMITED LIABILITY CO.    DELAWARE                                                  [ ] NONE
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name
(2a or 2b) - do not abbreviate or combine names

<TABLE>
<S>                    <C>           <C>                      <C>                              <C>    <C>               <C>
   2a. ORGANIZATION'S NAME

OR --------------------------------------------------------------------------------------------------------------------------------
   2b. INDIVIDUAL'S LAST NAME                                 FIRST NAME                       MIDDLE NAME              SUFFIX

-----------------------------------------------------------------------------------------------------------------------------------
2c. MAILING ADDRESS                                           CITY                             STATE  POSTAL CODE       COUNTRY

-----------------------------------------------------------------------------------------------------------------------------------
2d. SEE INSTRUCTIONS   ADD'L INFO RE  2e. TYPE OF ORGANIZATION 2f. JURISDICTION OF ORGANIZATION 2g. ORGANIZATIONAL ID #,
                       ORGANIZATION                                                            if any
                       DEBTOR                                                                                           [ ] NONE
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

3. SECURED PARTY'S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) - insert
only one secured party name (3a or 3b).

<TABLE>
<S>                                                           <C>                              <C>    <C>               <C>
   3a. ORGANIZATION'S NAME
       DEUTSCHE BANK AG, NEW YORK BRANCH, AS COLLATERAL AGENT
OR --------------------------------------------------------------------------------------------------------------------------------
   3b. INDIVIDUAL'S LAST NAME                                 FIRST NAME                       MIDDLE NAME              SUFFIX

-----------------------------------------------------------------------------------------------------------------------------------
3c. MAILING ADDRESS                                           CITY                             STATE  POSTAL CODE       COUNTRY
 60 WALL STREET, 43RD FL.                                     NEW YORK                         NY     10005             USA
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

4. This FINANCING STATEMENT covers the following collateral:

ALL PERSONAL PROPERTY OF THE DEBTOR NOW OWNED OR HEREAFTER ACQUIRED.

<TABLE>
<S>                        <C>               <C>                     <C>               <C>              <C>          <C>
5. ALTERNATIVE DESIGNATION [ ] LESSEE/LESSOR [ ] CONSIGNEE/CONSIGNOR [ ] BAILEE/BAILOR [ ] SELLER/BUYER [ ] AG. LIEN [ ] NON-UCC
   [if applicable]:                                                                                                       FILING
</TABLE>

6. [ ] This FINANCING STATEMENT is to be filed [for record] (or recorded) in
       the REAL ESTATE RECORDS.         Attach Addendum        [if applicable]

7. Check to REQUEST SEARCH REPORT (S) on Debtor(s)
   [ADDITIONAL FEE] [optional] [ ] All Debtors  [ ] Debtor 1 [ ] Debtor 2

8. OPTIONAL FILER REFERENCE DATA

DELAWARE - SECRETARY OF STATE

FILING OFFICE COPY - NATIONAL UCC FINANCING STATEMENT (FORM UCC1) (REV.
07/29/98)

<PAGE>

UCC FINANCING STATEMENT
FOLLOW INSTRUCTIONS (front and back) CAREFULLY
----------------------------------------------
A. NAME & PHONE OF CONTACT AT FILER [optional]

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

[                            ]     THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

1. DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b) - do
not abbreviate or combine names

<TABLE>
<S>                    <C>           <C>                      <C>                              <C>    <C>               <C>
   1a. ORGANIZATION'S NAME

   GALLERY CORP.
OR -------------------------------------------------------------------------------------------------------------------------------
   1b. INDIVIDUAL'S LAST NAME                                 FIRST NAME                       MIDDLE NAME              SUFFIX
----------------------------------------------------------------------------------------------------------------------------------
1c. MAILING ADDRESS                                           CITY                             STATE  POSTAL CODE       COUNTRY
 ONE CONCOURSE PARKWAY                                        ATLANTA                          GA     30328             USA
 SUITE 800
----------------------------------------------------------------------------------------------------------------------------------
1d. SEE INSTRUCTIONS   ADD'L INFO RE 1e. TYPE OF ORGANIZATION 1f. JURISDICTION OF ORGANIZATION 1g. ORGANIZATIONAL ID #,
                       ORGANIZATION                                                            if any
                       DEBTOR        CORPORATION              DELAWARE                                                  [ ] NONE
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (2a
or 2b) - do not abbreviate or combine names

<TABLE>
<S>                    <C>           <C>                      <C>                              <C>    <C>               <C>
   2a. ORGANIZATION'S NAME

OR --------------------------------------------------------------------------------------------------------------------------------
   2b. INDIVIDUAL'S LAST NAME                                 FIRST NAME                       MIDDLE NAME              SUFFIX

-----------------------------------------------------------------------------------------------------------------------------------
2c. MAILING ADDRESS                                           CITY                             STATE  POSTAL CODE       COUNTRY

-----------------------------------------------------------------------------------------------------------------------------------
2d. SEE INSTRUCTIONS   ADD'L INFO RE  2e. TYPE OF ORGANIZATION 2f. JURISDICTION OF ORGANIZATION 2g. ORGANIZATIONAL ID #,
                       ORGANIZATION                                                            if any
                       DEBTOR                                                                                           [ ] NONE
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

3. SECURED PARTY'S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) - insert
only one secured party name (3a or 3b)

<TABLE>
<S>                                                           <C>                              <C>    <C>               <C>
   3a. ORGANIZATION'S NAME
       DEUTSCHE BANK AG, NEW YORK BRANCH, AS COLLATERAL AGENT
OR --------------------------------------------------------------------------------------------------------------------------------
   3b. INDIVIDUAL'S LAST NAME                                 FIRST NAME                       MIDDLE NAME              SUFFIX

-----------------------------------------------------------------------------------------------------------------------------------
3c. MAILING ADDRESS                                           CITY                             STATE  POSTAL CODE       COUNTRY
 60 WALL STREET, 43RD FL.                                     NEW YORK                         NY     10005             USA
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

4. This FINANCING STATEMENT covers the following collateral:

ALL PERSONAL PROPERTY OF THE DEBTOR NOW OWNED OR HEREAFTER ACQUIRED.

<TABLE>
<S>                        <C>               <C>                     <C>               <C>              <C>          <C>
5. ALTERNATIVE DESIGNATION [ ] LESSEE/LESSOR [ ] CONSIGNEE/CONSIGNOR [ ] BAILEE/BAILOR [ ] SELLER/BUYER [ ] AG. LIEN [ ] NON-UCC
   [if applicable]:                                                                                                       FILING
</TABLE>

6. [ ] This FINANCING STATEMENT is to be filed [for record] (or recorded) in
       the REAL ESTATE RECORDS.         Attach Addendum       [if applicable]

7. Check to REQUEST SEARCH REPORT(S) on Debtor(s)
   [ADDITIONAL FEE] [optional] [ ] All Debtors  [ ] Debtor 1 [ ]  Debtor 2

8. OPTIONAL FILER REFERENCE DATA

DELAWARE - SECRETARY OF STATE

FILING OFFICE COPY - NATIONAL UCC FINANCING STATEMENT (FORM UCC1) (REV.
07/29/98)

<PAGE>

UCC FINANCING STATEMENT
FOLLOW INSTRUCTIONS (front and back) CAREFULLY
----------------------------------------------
A. NAME & PHONE OF CONTACT AT FILER [optional]

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

[                            ]     THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

1. DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b) - do
not abbreviate or combine names

<TABLE>
<S>                    <C>           <C>                      <C>                              <C>    <C>               <C>
   1a. ORGANIZATION'S NAME

   WORLD OF SLEEP OUTLETS, LLC
OR -------------------------------------------------------------------------------------------------------------------------------
   1b. INDIVIDUAL'S LAST NAME                                 FIRST NAME                       MIDDLE NAME              SUFFIX
----------------------------------------------------------------------------------------------------------------------------------
1c. MAILING ADDRESS                                           CITY                             STATE  POSTAL CODE       COUNTRY
 ONE CONCOURSE PARKWAY                                        ATLANTA                          GA     30328             USA
 SUITE 800
----------------------------------------------------------------------------------------------------------------------------------
1d. SEE INSTRUCTIONS   ADD'L INFO RE 1e. TYPE OF ORGANIZATION 1f. JURISDICTION OF ORGANIZATION 1g. ORGANIZATIONAL ID #,
                       ORGANIZATION                                                            if any
                       DEBTOR        LIMITED LIABILITY CO.    DELAWARE                                                  [ ] NONE
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (2a
or 2b) - do not abbreviate or combine names

<TABLE>
<S>                    <C>           <C>                      <C>                              <C>    <C>               <C>
   2a. ORGANIZATION'S NAME

OR --------------------------------------------------------------------------------------------------------------------------------
   2b. INDIVIDUAL'S LAST NAME                                 FIRST NAME                       MIDDLE NAME              SUFFIX

-----------------------------------------------------------------------------------------------------------------------------------
2c. MAILING ADDRESS                                           CITY                             STATE  POSTAL CODE       COUNTRY

-----------------------------------------------------------------------------------------------------------------------------------
2d. SEE INSTRUCTIONS   ADD'L INFO RE  2e. TYPE OF ORGANIZATION 2f. JURISDICTION OF ORGANIZATION 2g. ORGANIZATIONAL ID #,
                       ORGANIZATION                                                            if any
                       DEBTOR                                                                                           [ ] NONE
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

3. SECURED PARTY'S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) - insert
only one secured party name (3a or 3b)

<TABLE>
<S>                                                           <C>                              <C>    <C>               <C>
   3a. ORGANIZATION'S NAME
       DEUTSCHE BANK AG, NEW YORK BRANCH, AS COLLATERAL AGENT
OR --------------------------------------------------------------------------------------------------------------------------------
   3b. INDIVIDUAL'S LAST NAME                                 FIRST NAME                       MIDDLE NAME              SUFFIX

-----------------------------------------------------------------------------------------------------------------------------------
3c. MAILING ADDRESS                                           CITY                             STATE  POSTAL CODE       COUNTRY
 60 WALL STREET, 43RD FL.                                     NEW YORK                         NY     10005             USA
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

4. This FINANCING STATEMENT covers the following collateral:

ALL PERSONAL PROPERTY OF THE DEBTOR NOW OWNED OR HEREAFTER ACQUIRED.

<TABLE>
<S>                        <C>               <C>                     <C>               <C>              <C>          <C>
5. ALTERNATIVE DESIGNATION [ ] LESSEE/LESSOR [ ] CONSIGNEE/CONSIGNOR [ ] BAILEE/BAILOR [ ] SELLER/BUYER [ ] AG. LIEN [ ] NON-UCC
   [if applicable]:                                                                                                       FILING
</TABLE>

6. [ ] This FINANCING STATEMENT is to be filed [for record] (or recorded) in
       the REAL ESTATE RECORDS.         Attach Addendum        [if applicable]

7. Check to REQUEST SEARCH REPORT(S) on Debtor(s)
   [ADDITIONAL FEE] [optional] [ ] All Debtors  [ ] Debtor 1 [ ] Debtor 2

8. OPTIONAL FILER REFERENCE DATA

DELAWARE - SECRETARY OF STATE

FILING OFFICE COPY - NATIONAL UCC FINANCING STATEMENT (FORM UCC1) (REV.
07/29/98)

<PAGE>

UCC FINANCING STATEMENT
FOLLOW INSTRUCTIONS (front and back) CAREFULLY
----------------------------------------------
A. NAME & PHONE OF CONTACT AT FILER [optional]

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

[                            ]     THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

1. DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b) - do
not abbreviate or combine names

<TABLE>
<S>                    <C>           <C>                      <C>                              <C>    <C>               <C>
   1a. ORGANIZATION'S NAME

   SIMMONS CONTRACT SALES, LLC
OR -------------------------------------------------------------------------------------------------------------------------------
   1b. INDIVIDUAL'S LAST NAME                                 FIRST NAME                       MIDDLE NAME              SUFFIX
----------------------------------------------------------------------------------------------------------------------------------
1c. MAILING ADDRESS                                           CITY                             STATE  POSTAL CODE       COUNTRY
 ONE CONCOURSE PARKWAY                                        ATLANTA                          GA     30328             USA
 SUITE 800
----------------------------------------------------------------------------------------------------------------------------------
1d. SEE INSTRUCTIONS   ADD'L INFO RE 1e. TYPE OF ORGANIZATION 1f. JURISDICTION OF ORGANIZATION 1g. ORGANIZATIONAL ID #,
                       ORGANIZATION                                                            if any
                       DEBTOR        LIMITED LIABILITY CO.    DELAWARE                                                  [ ] NONE
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (2a
or 2b) - do not abbreviate or combine names

<TABLE>
<S>                    <C>           <C>                      <C>                              <C>    <C>               <C>
   2a. ORGANIZATION'S NAME

OR --------------------------------------------------------------------------------------------------------------------------------
   2b. INDIVIDUAL'S LAST NAME                                 FIRST NAME                       MIDDLE NAME              SUFFIX

-----------------------------------------------------------------------------------------------------------------------------------
2c. MAILING ADDRESS                                           CITY                             STATE  POSTAL CODE       COUNTRY

-----------------------------------------------------------------------------------------------------------------------------------
2d. SEE INSTRUCTIONS   ADD'L INFO RE  2e. TYPE OF ORGANIZATION 2f. JURISDICTION OF ORGANIZATION 2g. ORGANIZATIONAL ID #,
                       ORGANIZATION                                                            if any
                       DEBTOR                                                                                           [ ] NONE
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

3. SECURED PARTY'S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) - insert
only one secured party name (3a or 3b)

<TABLE>
<S>                                                           <C>                              <C>    <C>               <C>
   3a. ORGANIZATION'S NAME
       DEUTSCHE BANK AG, NEW YORK BRANCH, AS COLLATERAL AGENT
OR --------------------------------------------------------------------------------------------------------------------------------
   3b. INDIVIDUAL'S LAST NAME                                 FIRST NAME                       MIDDLE NAME              SUFFIX

-----------------------------------------------------------------------------------------------------------------------------------
3c. MAILING ADDRESS                                           CITY                             STATE  POSTAL CODE       COUNTRY

 60 WALL STREET, 43RD FL.                                     NEW YORK                         NY     10005             USA
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

4.  This FINANCING STATEMENT covers the following collateral:

ALL PERSONAL PROPERTY OF THE DEBTOR NOW OWNED OR HEREAFTER ACQUIRED.

<TABLE>
<S>                        <C>               <C>                     <C>               <C>              <C>          <C>
5. ALTERNATIVE DESIGNATION [ ] LESSEE/LESSOR [ ] CONSIGNEE/CONSIGNOR [ ] BAILEE/BAILOR [ ] SELLER/BUYER [ ] AG. LIEN [ ] NON-UCC
   [if applicable]:                                                                                                       FILING
</TABLE>

6. [ ] This FINANCING STATEMENT is to be filed [for record] (or recorded) in
       the REAL ESTATE RECORDS.         Attach addendum        [if applicable]

7. Check to REQUEST SEARCH REPORT(S) on Debtor(s)
   [ADDITIONAL FEE] [optional] [ ] All Debtors  [ ] Debtor 1 [ ] Debtor 2

8. OPTIONAL FILER REFERENCE DATA

DELAWARE - SECRETARY OF STATE

FILING OFFICE COPY - NATIONAL UCC FINANCING STATEMENT (FORM UCC1) (REV.
07/29/98)

<PAGE>

UCC FINANCING STATEMENT
FOLLOW INSTRUCTIONS (front and back) CAREFULLY
----------------------------------------------
A. NAME & PHONE OF CONTACT AT FILER [optional]

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

[                            ]     THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

1. DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b) - do
not abbreviate or combine names

<TABLE>
<S>                    <C>           <C>                      <C>                              <C>    <C>               <C>
   1a. ORGANIZATION'S NAME

   WINDSOR BEDDING CO., LLC
OR -------------------------------------------------------------------------------------------------------------------------------
   1b. INDIVIDUAL'S LAST NAME                                 FIRST NAME                       MIDDLE NAME              SUFFIX
----------------------------------------------------------------------------------------------------------------------------------
1c. MAILING ADDRESS                                           CITY                             STATE  POSTAL CODE       COUNTRY
 ONE CONCOURSE PARKWAY                                        ATLANTA                          GA     30328             USA
 SUITE 800
----------------------------------------------------------------------------------------------------------------------------------
1d. SEE INSTRUCTIONS   ADD'L INFO RE 1e. TYPE OF ORGANIZATION 1f. JURISDICTION OF ORGANIZATION 1g. ORGANIZATIONAL ID #,
                       ORGANIZATION                                                            if any
                       DEBTOR        LIMITED LIABILITY CO.    DELAWARE                                                  [ ] NONE
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (2a
or 2b) - do not abbreviate or combine names

<TABLE>
<S>                    <C>           <C>                      <C>                              <C>    <C>               <C>
   2a. ORGANIZATION'S NAME

OR --------------------------------------------------------------------------------------------------------------------------------
   2b. INDIVIDUAL'S LAST NAME                                 FIRST NAME                       MIDDLE NAME              SUFFIX

-----------------------------------------------------------------------------------------------------------------------------------
2c. MAILING ADDRESS                                           CITY                             STATE  POSTAL CODE       COUNTRY

-----------------------------------------------------------------------------------------------------------------------------------
2d. SEE INSTRUCTIONS   ADD'L INFO RE  2e. TYPE OF ORGANIZATION 2f. JURISDICTION OF ORGANIZATION 2g. ORGANIZATIONAL ID #,
                       ORGANIZATION                                                            if any
                       DEBTOR                                                                                           [ ] NONE
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

3. SECURED PARTY'S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) - insert
only one secured party name (3a or 3b)

<TABLE>
<S>                                                           <C>                              <C>    <C>               <C>
   3a. ORGANIZATION'S NAME
       DEUTSCHE BANK AG, NEW YORK BRANCH, AS COLLATERAL AGENT
OR --------------------------------------------------------------------------------------------------------------------------------
   3b. INDIVIDUAL'S LAST NAME                                 FIRST NAME                       MIDDLE NAME              SUFFIX

-----------------------------------------------------------------------------------------------------------------------------------
3c. MAILING ADDRESS                                           CITY                             STATE  POSTAL CODE       COUNTRY
 60 WALL STREET, 43RD FL.                                     NEW YORK                         NY     10005             USA
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

4.  This FINANCING STATEMENT covers the following collateral:

ALL PERSONAL PROPERTY OF THE DEBTOR NOW OWNED OR HEREAFTER ACQUIRED.

<TABLE>
<S>                        <C>               <C>                     <C>               <C>              <C>          <C>
5. ALTERNATIVE DESIGNATION [ ] LESSEE/LESSOR [ ] CONSIGNEE/CONSIGNOR [ ] BAILEE/BAILOR [ ] SELLER/BUYER [ ] AG. LIEN [ ] NON-UCC
   [if applicable]:                                                                                                       FILING
</TABLE>

6. [ ] This FINANCING STATEMENT is to be filed [for record] (or recorded) in
       the REAL ESTATE RECORDS.         Attach addendum       [if applicable]

7. Check to REQUEST SEARCH REPORT(S) on Debtor(s)
   [ADDITIONAL FEE] [optional] [ ] All Debtors  [ ] Debtor 1 [ ] Debtor 2

8. OPTIONAL FILER REFERENCE DATA

DELAWARE - SECRETARY OF STATE

FILING OFFICE COPY - NATIONAL UCC FINANCING STATEMENT (FORM UCC1) (REV.
07/29/98)

<PAGE>

UCC FINANCING STATEMENT
FOLLOW INSTRUCTIONS (front and back) CAREFULLY
----------------------------------------------
A. NAME & PHONE OF CONTACT AT FILER [optional]

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

[                            ]     THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

1. DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b) - do
not abbreviate or combine names

<TABLE>
<S>                    <C>           <C>                      <C>                              <C>    <C>               <C>
   1a. ORGANIZATION'S NAME

   SC HOLDING,INC.
OR -------------------------------------------------------------------------------------------------------------------------------
   1b. INDIVIDUAL'S LAST NAME                                 FIRST NAME                       MIDDLE NAME              SUFFIX
----------------------------------------------------------------------------------------------------------------------------------
1c. MAILING ADDRESS                                           CITY                             STATE  POSTAL CODE       COUNTRY
 ONE CONCOURSE PARKWAY                                        ATLANTA                          GA     30328             USA
 SUITE 800
----------------------------------------------------------------------------------------------------------------------------------
1d. SEE INSTRUCTIONS   ADD'L INFO RE 1e. TYPE OF ORGANIZATION 1f. JURISDICTION OF ORGANIZATION 1g. ORGANIZATIONAL ID #,
                       ORGANIZATION                                                            if any
                       DEBTOR        CORPORATION              DELAWARE                                                  [ ] NONE
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (2a
or 2b) - do not abbreviate or combine names

<TABLE>
<S>                    <C>           <C>                      <C>                              <C>    <C>               <C>
   2a. ORGANIZATION'S NAME

OR --------------------------------------------------------------------------------------------------------------------------------
   2b. INDIVIDUAL'S LAST NAME                                 FIRST NAME                       MIDDLE NAME              SUFFIX

-----------------------------------------------------------------------------------------------------------------------------------
2c. MAILING ADDRESS                                           CITY                             STATE  POSTAL CODE       COUNTRY

-----------------------------------------------------------------------------------------------------------------------------------
2d. SEE INSTRUCTIONS   ADD'L INFO RE 2e. TYPE OF ORGANIZATION 2f. JURISDICTION OF ORGANIZATION 2g. ORGANIZATIONAL ID #,
                       ORGANIZATION                                                            if any
                       DEBTOR                                                                                           [ ] NONE
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

3. SECURED PARTY'S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) - insert
only one secured party name (3a or 3b)

<TABLE>
<S>                                                           <C>                              <C>    <C>               <C>
   3a. ORGANIZATION'S NAME
       DEUTSCHE BANK AG, NEW YORK BRANCH, AS COLLATERAL AGENT
OR --------------------------------------------------------------------------------------------------------------------------------
   3b. INDIVIDUAL'S LAST NAME                                 FIRST NAME                       MIDDLE NAME              SUFFIX

-----------------------------------------------------------------------------------------------------------------------------------
3c. MAILING ADDRESS                                           CITY                             STATE  POSTAL CODE       COUNTRY
 60 WALL STREET, 43RD FL.                                     NEW YORK                         NY     10005             USA
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

4.  This FINANCING STATEMENT covers the following collateral:

ALL PERSONAL PROPERTY OF THE DEBTOR NOW OWNED OR HEREAFTER ACQUIRED.

<TABLE>
<S>                        <C>               <C>                     <C>               <C>              <C>          <C>
5. ALTERNATIVE DESIGNATION [ ] LESSEE/LESSOR [ ] CONSIGNEE/CONSIGNOR [ ] BAILEE/BAILOR [ ] SELLER/BUYER [ ] AG. LIEN [ ] NON-UCC
   [if applicable]:                                                                                                       FILING
</TABLE>

6. [ ] This FINANCING STATEMENT is to be filed [for record] (or recorded) in
       the REAL ESTATE RECORDS.         Attach Addendum       [if applicable]

7. Check to REQUEST SEARCH REPORT (S) on Debtor(s)
   [ADDITIONAL FEE] [optional] [ ] All Debtors  [ ] Debtor 1 [ ]  Debtor 2

8. OPTIONAL FILER REFERENCE DATA

DELAWARE - SECRETARY OF STATE

FILING OFFICE COPY - NATIONAL UCC FINANCING STATEMENT (FORM UCC1) (REV.
07/29/98)
<PAGE>


UCC FINANCING STATEMENT
FOLLOW INSTRUCTIONS (front and back) CAREFULLY
----------------------------------------------
A. NAME & PHONE OF CONTACT AT FILER [optional]

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

[                            ]     THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

1. DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b) - do
not abbreviate or combine names

<TABLE>
<S>                    <C>           <C>                      <C>                              <C>    <C>                <C>
   1a. ORGANIZATION'S NAME

    SLEEP COUNTRY USA, INC.
OR --------------------------------------------------------------------------------------------------------------------------------
   1b. INDIVIDUAL'S LAST NAME                                 FIRST NAME                       MIDDLE NAME               SUFFIX
-----------------------------------------------------------------------------------------------------------------------------------
1c. MAILING ADDRESS                                           CITY                             STATE  POSTAL CODE        COUNTRY
 ONE CONCOURSE PARKWAY                                        ATLANTA                          GA     30328              USA
 SUITE 800
-----------------------------------------------------------------------------------------------------------------------------------
1d. SEE INSTRUCTIONS   ADD'L INFO RE 1e. TYPE OF ORGANIZATION 1f. JURISDICTION OF ORGANIZATION 1g ORGANIZATIONAL ID #,
                       ORGANIZATION                                                            if any
                       DEBTOR        CORPORATION               DELAWARE                                                  [ ] NONE
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (2a
   or 2b) do - not abbreviate or combine names

<TABLE>
<S>                    <C>           <C>                      <C>                              <C>    <C>                <C>
   2a. ORGANIZATION'S NAME

OR ---------------------------------------------------------------------------------------------------------------------------------
   2b. INDIVIDUAL'S LAST NAME                                  FIRST NAME                       MIDDLE NAME               SUFFIX

------------------------------------------------------------------------------------------------------------------------------------
2c. MAILING ADDRESS                                           CITY                             STATE  POSTAL CODE        COUNTRY

------------------------------------------------------------------------------------------------------------------------------------
2d. SEE INSTRUCTIONS   ADD'L INFO RE 2e. TYPE OF ORGANIZATION 2f. JURISDICTION OF ORGANIZATION 2g. ORGANIZATIONAL ID #,
                       ORGANIZATION                                                            if any
                       DEBTOR                                                                                            [ ] NONE
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

3. SECURED PARTY'S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) - insert
only one secured party name (3a or 3b).

<TABLE>
<S>                                                           <C>                              <C>    <C>                <C>
   3a. ORGANIZATION'S NAME
       DEUTSCHE BANK AG, NEW YORK BRANCH, AS COLLATERAL AGENT
OR ---------------------------------------------------------------------------------------------------------------------------------
   3b. INDIVIDUAL'S LAST NAME                                 FIRST NAME                       MIDDLE NAME               SUFFIX

------------------------------------------------------------------------------------------------------------------------------------
3c. MAILING ADDRESS                                           CITY                             STATE  POSTAL CODE        COUNTRY
 60 WALL STREET, 43RD FL.                                     NEW YORK                         NY     10005              USA
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

4. This FINANCING STATEMENT covers the following collateral:

ALL PERSONAL PROPERTY OF THE DEBTOR NOW OWNED OR HEREAFTER ACQUIRED.

<TABLE>
<S>                        <C>               <C>                     <C>               <C>              <C>          <C>
5. ALTERNATIVE DESIGNATION [ ] LESSEE/LESSOR [ ] CONSIGNEE/CONSIGNOR [ ] BAILEE/BAILOR [ ] SELLER/BUYER [ ] AG. LIEN [ ] NON-UCC
   [if applicable]:                                                                                                      FILING
</TABLE>

6. [ ] This FINANCING STATEMENT is to be filed [for record] (or recorded) in
       the REAL ESTATE RECORDS          Attach Addendum       [if applicable]

7. Check to REQUEST SEARCH REPORT(S) on Debtor(s)
   [ADDITIONAL FEE] [optional]
   [ ] All debtors  [ ] Debtor 1  [ ] Debtor 2

8. OPTIONAL FILER REFERENCE DATA

DELAWARE - SECRETARY OF STATE

FILING OFFICE COPY - NATIONAL UCC FINANCING STATEMENT (FORM UCC1) (REV.
07/29/98)

<PAGE>


UCC FINANCING STATEMENT
FOLLOW INSTRUCTIONS (front and back) CAREFULLY
----------------------------------------------
A. NAME & PHONE OF CONTACT AT FILER [optional]

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

[                            ]     THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

1. DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b) - do
not abbreviate or combine names

<TABLE>
<S>                    <C>           <C>                      <C>                              <C>    <C>                <C>
   1a. ORGANIZATION'S NAME

   DREAMWELL, LTD.
OR --------------------------------------------------------------------------------------------------------------------------------
   1b. INDIVIDUAL'S LAST NAME                                 FIRST NAME                       MIDDLE NAME               SUFFIX
-----------------------------------------------------------------------------------------------------------------------------------
1c. MAILING ADDRESS                                           CITY                             STATE  POSTAL CODE        COUNTRY
 2325-B RENAISSANCE DR.                                       LAS VEGAS                        NV     89119              USA
 SUITE 15
-----------------------------------------------------------------------------------------------------------------------------------
1d. SEE INSTRUCTIONS   ADD'L INFO RE 1e. TYPE OF ORGANIZATION 1f. JURISDICTION OF ORGANIZATION 1g. ORGANIZATIONAL ID #,
                       ORGANIZATION                                                            if any
                       DEBTOR        LIMITED LIABILITY CO.     NEVADA                          2001108020-V              [ ] NONE
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name
(2a or 2b) - do not abbreviate or combine names

<TABLE>
<S>                    <C>           <C>                      <C>                              <C>    <C>                <C>
   2a. ORGANIZATION'S NAME

OR ---------------------------------------------------------------------------------------------------------------------------------
   2b. INDIVIDUAL'S LAST NAME                                  FIRST NAME                       MIDDLE NAME               SUFFIX

------------------------------------------------------------------------------------------------------------------------------------
2c. MAILING ADDRESS                                           CITY                             STATE  POSTAL CODE        COUNTRY

------------------------------------------------------------------------------------------------------------------------------------
2d. SEE INSTRUCTIONS   ADD'L INFO RE 2e. TYPE OF ORGANIZATION 2f. JURISDICTION OF ORGANIZATION 2g. ORGANIZATIONAL ID #,
                       ORGANIZATION                                                            if any
                       DEBTOR                                                                                            [ ] NONE
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

3. SECURED PARTY'S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) - insert
only one secured party name (3a or 3b)

<TABLE>
<S>                                                           <C>                              <C>    <C>                <C>
   3a. ORGANIZATION'S NAME
       DEUTSCHE BANK AG, NEW YORK BRANCH, AS COLLATERAL AGENT
OR ---------------------------------------------------------------------------------------------------------------------------------
   3b. INDIVIDUAL'S LAST NAME                                 FIRST NAME                       MIDDLE NAME               SUFFIX

------------------------------------------------------------------------------------------------------------------------------------
3c. MAILING ADDRESS                                           CITY                             STATE  POSTAL CODE        COUNTRY
 60 WALL STREET, 43RD FL.                                     NEW YORK                         NY     10005              USA
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

4. This FINANCING STATEMENT covers the following collateral:

ALL PERSONAL PROPERTY OF THE DEBTOR NOW OWNED OR HEREAFTER ACQUIRED.

<TABLE>
<S>                        <C>               <C>                     <C>               <C>              <C>          <C>
5. ALTERNATIVE DESIGNATION [ ] LESSEE/LESSOR [ ] CONSIGNEE/CONSIGNOR [ ] BAILEE/BAILOR [ ] SELLER/BUYER [ ] AG. LIEN [ ] NON-UCC
   [if applicable]:                                                                                                      FILING
</TABLE>

6. [ ] This FINANCING STATEMENT is to be filed [for record] (or recorded) in
       the REAL ESTATE RECORDS          Attach Addendum       [if applicable]

7. Check to REQUEST SEARCH REPORT(S) or Debtor(s)
   [ADDITIONAL FEE] [optional]
   [ ] All debtors  [ ] Debtor 1  [ ] Debtor 2

8. OPTIONAL FILER REFERENCE DATA

NEVADA - SECRETARY OF STATE

FILING OFFICE COPY - NATIONAL UCC FINANCING STATEMENT (FORM UCC1) (REV.
07/29/98)
<PAGE>

UCC FINANCING STATEMENT
FOLLOW INSTRUCTIONS (front and back) CAREFULLY
----------------------------------------------
A. NAME & PHONE OF CONTACT AT FILER [optional]

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

[                            ]     THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

1. DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b) - do
not abbreviate or combine names

<TABLE>
<S>                    <C>           <C>                      <C>                              <C>    <C>               <C>
   1a. ORGANIZATION'S NAME

   SIMMONS CAPITAL MANAGEMENT, LLC
OR -------------------------------------------------------------------------------------------------------------------------------
   1b. INDIVIDUAL'S LAST NAME                                 FIRST NAME                       MIDDLE NAME              SUFFIX
----------------------------------------------------------------------------------------------------------------------------------
1c. MAILING ADDRESS                                           CITY                             STATE  POSTAL CODE       COUNTRY
 2325-B RENAISSANCE DR.                                       LAS VEGAS                        NV     89119             USA
 SUITE 15
----------------------------------------------------------------------------------------------------------------------------------
1d. SEE INSTRUCTIONS   ADD'L INFO RE 1e. TYPE OF ORGANIZATION 1f. JURISDICTION OF ORGANIZATION 1g. ORGANIZATIONAL ID #,
                       ORGANIZATION                                                            if any
                       DEBTOR        LIMITED LIABILITY CO.    NEVADA                           2001092950-V             [ ] NONE
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (2a
or 2b) - do not abbreviate or combine names

<TABLE>
<S>                    <C>           <C>                      <C>                              <C>    <C>               <C>
   2a. ORGANIZATION'S NAME

OR --------------------------------------------------------------------------------------------------------------------------------
   2b. INDIVIDUAL'S LAST NAME                                 FIRST NAME                       MIDDLE NAME              SUFFIX

-----------------------------------------------------------------------------------------------------------------------------------
2c. MAILING ADDRESS                                           CITY                             STATE  POSTAL CODE       COUNTRY

-----------------------------------------------------------------------------------------------------------------------------------
2d. SEE INSTRUCTIONS   ADD'L INFO RE 2e. TYPE OF ORGANIZATION 2f. JURISDICTION OF ORGANIZATION 2g. ORGANIZATIONAL ID #,
                       ORGANIZATION                                                            if any
                       DEBTOR                                                                                           [ ] NONE
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

3. SECURED PARTY'S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) - insert
only one secured party name (3a or 3b).

<TABLE>
<S>                                                           <C>                              <C>    <C>               <C>
   3a. ORGANIZATION'S NAME
       DEUTSCHE BANK AG, NEW YORK BRANCH, AS COLLATERAL AGENT
OR --------------------------------------------------------------------------------------------------------------------------------
   3b. INDIVIDUAL'S LAST NAME                                 FIRST NAME                       MIDDLE NAME              SUFFIX

-----------------------------------------------------------------------------------------------------------------------------------
3c. MAILING ADDRESS                                           CITY                             STATE  POSTAL CODE       COUNTRY
 60 WALL STREET, 43RD FL.                                     NEW YORK                         NY     10005             USA
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

4 . This FINANCING STATEMENT covers the following collateral:

ALL PERSONAL PROPERTY OF THE DEBTOR NOW OWNED OR HEREAFTER ACQUIRED.

<TABLE>
<S>                        <C>               <C>                     <C>               <C>              <C>          <C>
5. ALTERNATIVE DESIGNATION [ ] LESSEE/LESSOR [ ] CONSIGNEE/CONSIGNOR [ ] BAILEE/BAILOR [ ] SELLER/BUYER [ ] AG. LIEN [ ] NON-UCC
   [if applicable]:                                                                                                       FILING
</TABLE>

6. [ ] This FINANCING STATEMENT is to be filed [for record] (or recorded) in
       the REAL ESTATE RECORDS.         Attach addendum       [if applicable]

7. Check to REQUEST SEARCH REPORT(S) on Debtor(s)
   [ADDITIONAL FEE] [optional] [ ] All Debtors  [ ] Debtor 1 [ ]  Debtor 2

8. OPTIONAL FILER REFERENCE DATA

NEVADA -  SECRETARY OF STATE

FILING OFFICE COPY - NATIONAL UCC FINANCING STATEMENT (FORM UCC1) (REV.
07/29/98)

<PAGE>

UCC FINANCING STATEMENT
FOLLOW INSTRUCTIONS (front and back) CAREFULLY
----------------------------------------------
A. NAME & PHONE OF CONTACT AT FILER [optional]

B. SEND ACKNOWLEDGMENT TO: (Name and Address)

[                            ]     THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY

1. DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (1a or 1b) - do
not abbreviate or combine names

<TABLE>
<S>                    <C>           <C>                      <C>                              <C>    <C>               <C>
   1a. ORGANIZATION'S NAME

   SIMMONS HOLDINGS, INC.
OR -------------------------------------------------------------------------------------------------------------------------------
   1b. INDIVIDUAL'S LAST NAME                                 FIRST NAME                       MIDDLE NAME              SUFFIX
----------------------------------------------------------------------------------------------------------------------------------
1c. MAILING ADDRESS                                           CITY                             STATE  POSTAL CODE       COUNTRY
 ONE CONCOURSE PARKWAY                                        ATLANTA                          GA     30328             USA
 SUITE 800
----------------------------------------------------------------------------------------------------------------------------------
1d. SEE INSTRUCTIONS   ADD'L INFO RE 1e. TYPE OF ORGANIZATION 1f. JURISDICTION OF ORGANIZATION 1g. ORGANIZATIONAL ID #,
                       ORGANIZATION                                                            if any
                       DEBTOR        CORPORATION              DELAWARE                                                  [ ] NONE
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name (2a
or 2b) - do not abbreviate or combine names

<TABLE>
<S>                    <C>           <C>                      <C>                              <C>    <C>               <C>
   2a. ORGANIZATION'S NAME

OR --------------------------------------------------------------------------------------------------------------------------------
   2b. INDIVIDUAL'S LAST NAME                                 FIRST NAME                       MIDDLE NAME              SUFFIX

-----------------------------------------------------------------------------------------------------------------------------------
2c. MAILING ADDRESS                                           CITY                             STATE  POSTAL CODE       COUNTRY

-----------------------------------------------------------------------------------------------------------------------------------
2d. SEE INSTRUCTIONS   ADD'L INFO RE 2e. TYPE OF ORGANIZATION 2f. JURISDICTION OF ORGANIZATION 2g. ORGANIZATIONAL ID #,
                       ORGANIZATION                                                            if any
                       DEBTOR                                                                                           [ ] NONE
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

3. SECURED PARTY'S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR S/P) insert only
one secured party name (3a or 3b).

<TABLE>
<S>                                                           <C>                              <C>    <C>               <C>
   3a. ORGANIZATION'S NAME
       DEUTSCHE BANK AG, NEW YORK BRANCH, AS COLLATERAL AGENT
OR --------------------------------------------------------------------------------------------------------------------------------
   3b. INDIVIDUAL'S LAST NAME                                 FIRST NAME                       MIDDLE NAME              SUFFIX

-----------------------------------------------------------------------------------------------------------------------------------
3c. MAILING ADDRESS                                           CITY                             STATE  POSTAL CODE       COUNTRY
 60 WALL STREET, 43RD FL.                                     NEW YORK                         NY     10005             USA
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

4 . This FINANCING STATEMENT covers the following collateral:

ALL PERSONAL PROPERTY OF THE DEBTOR NOW OWNED OR HEREAFTER ACQUIRED.

<TABLE>
<S>                        <C>               <C>                     <C>               <C>              <C>          <C>
5. ALTERNATIVE DESIGNATION [ ] LESSEE/LESSOR [ ] CONSIGNEE/CONSIGNOR [ ] BAILEE/BAILOR [ ] SELLER/BUYER [ ] AG. LIEN [ ] NON-UCC
   [if applicable]:                                                                                                       FILING
</TABLE>

6. [ ] This FINANCING STATEMENT is to be filed [for record] (or recorded) in
       the REAL ESTATE RECORDS          Attach addendum       [if applicable]

7. Check to REQUEST SEARCH REPORT(S) on Debtor(s)
   [ADDITIONAL FEE] [optional] [ ] All Debtors  [ ] Debtor 1 [ ]  Debtor 2

8. OPTIONAL FILER REFERENCE DATA

DELAWARE -  SECRETARY OF STATE

FILING OFFICE COPY - NATIONAL UCC FINANCING STATEMENT (FORM UCC1) (REV.
07/29/98)
<PAGE>

                                                                    EXHIBIT E TO
                                                   CREDIT AND GUARANTY AGREEMENT

                     ASSIGNMENT AND ASSUMPTION AGREEMENT(1)

         This Assignment and Assumption Agreement (this "ASSIGNMENT"), is dated
as of the Effective Date set forth below and is entered into by and between
[the] [each] Assignor identified in item [1] [item 3] below ([the] [each an]
"ASSIGNOR") and [the] [each] Assignee identified in [item 2] [item 3] below
([the] [each an] "ASSIGNEE"). [It is understood and agreed that the rights and
obligations of such Assignee [Assignor] hereunder are several and not joint.]
Capitalized terms used herein but not defined herein shall have the meanings
given to them in the Credit Agreement identified below (as amended, supplemented
or otherwise modified from time to time, the "CREDIT AGREEMENT"), receipt of a
copy of which is hereby acknowledged by [the] [each] Assignee. The Standard
Terms and Conditions set forth in Annex 1 hereto (the "STANDARD TERMS AND
CONDITIONS") are hereby agreed to and incorporated herein by reference and made
a part of this Assignment as if set forth herein in full.

         For an agreed consideration, the Assignor hereby irrevocably sells and
assigns to [the] [each] Assignee, and [the] [each] Assignee hereby irrevocably
purchases and assumes from [the] [each such] Assignor, subject to and in
accordance with the Standard Terms and Conditions and the Credit Agreement, as
of the Effective Date inserted by the Administrative Agent as contemplated
below, the interest in and to all of the Assignor's rights and obligations under
the Credit Agreement and any other documents or instruments delivered pursuant
thereto that represents the amount and percentage interest identified below of
all of the Assignor's outstanding rights and obligations under the respective
facilities identified below (including, to the extent included in any such
facilities, Letters of Credit and Swingline Loans) (the "ASSIGNED INTEREST").
[Each] [Such] sale and assignment is without recourse to [the] [each such]
Assignor and, except as expressly provided in this Assignment, without
representation or warranty by [the] [each such] Assignor.

1.                                      Assignor:      ________________________

2.      Assignee:                       _______________________ (2)

[2] [3].                                Credit Agreement: $480,000,000 Credit
                                        Agreement, dated as of December 19,
                                        2003, by and among THL-SC BEDDING
                                        COMPANY, SIMMONS COMPANY (as successor
                                        to THL Bedding Company, "COMPANY"),
                                        certain Subsidiaries of Company, as
                                        Guarantors, the Lenders party thereto
                                        from time to time, GOLDMAN SACHS CREDIT
                                        PARTNERS L.P., as Sole Bookrunner, Joint
                                        Lead Arranger and Co-Syndication Agent,
                                        UBS SECURITIES, LLC, as Joint Lead
                                        Arranger and Co-Syndication Agent,
                                        DEUTSCHE BANK AG, NEW YORK BRANCH, as
                                        Administrative Agent and as Collateral
                                        Agent, GENERAL ELECTRIC CAPITAL
                                        CORPORATION, as Co-Documentation Agent,
                                        and CIT LENDING SERVICES CORPORATION, as
                                        Co-Documentation Agent.

--------------------
1   This Assignment and Assumption Agreement should be used by for an assignment
    to or from a single Assignee or to or from funds managed by the same or
    related investment managers.

2   Item 1 and Item 2 should be filled in as appropriate. In the case of an
    assignment to or from funds managed by the same or related investment
    managers, the Assignees or Assignors should be listed in bracketed item 3 as
    applicable.

                                   EXHIBIT E-1

EXHIBITS TO
CREDIT AND GUARANTY AGREEMENT                                          EXECUTION
443102-New York Server 5A

<PAGE>

[3. Assigned Interest:(3)

<TABLE>
<CAPTION>
                       Facility          Aggregate Amount of         Amount of Commitment/Loans   Percentage Assigned of
     Assignee          assigned   Commitment/Loans for all Lenders          Assigned                 Commitment/Loans(4)
------------------------------------------------------------------------------------------------------------------------
<S>                    <C>        <C>                                <C>                          <C>
[Name of Assignee]                            ___________                  ___________                    _________%
------------------------------------------------------------------------------------------------------------------------
[Name of Assignee]                            ___________                  ___________                    _________%
------------------------------------------------------------------------------------------------------------------------
</TABLE>

          [4. Assigned Interest:(5)

<TABLE>
<CAPTION>
                                Aggregate Amount of            Amount of Commitment/Loans      Percentage Assigned
 Facility assigned        Commitment/Loans for all Lenders             Assigned               of Commitment/Loans(6)
---------------------------------------------------------------------------------------------------------------------
<S>                       <C>                                  <C>                               <C>
Tranche B Term Loans             $________________                   $______________                %______________
---------------------------------------------------------------------------------------------------------------------
New Term Loans                   $________________                   $______________                %______________
---------------------------------------------------------------------------------------------------------------------
Revolving Loans                  $________________                   $______________                %______________
---------------------------------------------------------------------------------------------------------------------
</TABLE>

[insert additional rows as applicable]

Effective Date__________,__, 200_

ASSIGNOR INFORMATION

Payment Instructions:                       _______________
                                            _______________
                                            _______________
                                            _______________
                                            Reference:
Notice Instructions:

                                            _______________
                                            _______________

--------------------
3        Insert this chart if this Form of Assignment and Assumption Agreement
         is being used for assignment to or from funds managed by the same or
         related investment managers.

4        Set forth, to at least 9 decimals, as a percentage of the
         Commitment/Loans of all Lenders thereunder.

5        Insert this chart if this Form of Assignment and Assumption Agreement
         is being used by a Lender for an assignment to a single Assignee.

6        Set forth, to at least 9 decimals, as a percentage of the
         Commitment/Loans of all Lenders thereunder.

                                   EXHIBIT E-2

EXHIBITS TO
CREDIT AND GUARANTY AGREEMENT                                          EXECUTION
443102-New York Server 5A

<PAGE>

                                            _______________
                                            Reference:

ASSIGNEE INFORMATION

Payment Instructions:                       _______________
                                            _______________
                                            _______________
                                            _______________
                                            Reference:
Notice Instructions:

                                            _______________
                                            _______________
                                            _______________
                                            Reference:

                                   EXHIBIT E-3

EXHIBITS TO
CREDIT AND GUARANTY AGREEMENT                                          EXECUTION
443102-New York Server 5A

<PAGE>

The terms set forth in this Assignment are hereby agreed to:

ASSIGNOR                                      ASSIGNEE
[NAME OF ASSIGNOR]                            [NAME OF ASSIGNEE](7)

By:____________________________________       By:_______________________________
   Name:                                         Name:
   Title:                                        Title:

[Consented to:](8)

SIMMONS COMPANY

By:____________________________________
   Name:
   Title:

[Consented to and](9) Accepted:

DEUTSCHE BANK AG, NEW YORK BRANCH,
     as Administrative Agent

By:____________________________________
                Name:
                Title:

---------------------
7        Add additional signature blocks, as needed, if this Assignment and
         Assumption Agreement is being used by funds managed by the same or
         related investment managers.

8        Consent of Company is not required upon the occurrence and during the
         continuance of an Event of Default with respect to Sections 8.1 (a),
         8.1(f) and 8.1(g) of the Credit Agreement.

9        Consent of Administrative Agent and Company is not required for
         assignments to another Lender or to an Affiliate of the assigning
         Lender (or if such assigning Lender is a fund that invests in
         commercial or bank loans, another such investment fund managed or
         advised by the same investment advisor or an Affiliate thereof) or
         another Lender.

                                   EXHIBIT E-4

EXHIBITS TO
CREDIT AND GUARANTY AGREEMENT                                          EXECUTION
443102-New York Server 5A

<PAGE>

                                                                         ANNEX 1

                  STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT
                            AND ASSUMPTION AGREEMENT

1.      Representations and Warranties.

                  1.1      Assignor. [Each] [The] Assignor (a) represents and
                           warrants that (i) it is the legal and beneficial
                           owner of the Assigned Interest, (ii) the Assigned
                           Interest is free and clear of any lien, encumbrance
                           or other adverse claim and (iii) it has full power
                           and authority, and has taken all action necessary, to
                           execute and deliver this Assignment and to consummate
                           the transactions contemplated hereby; and (b) assumes
                           no responsibility with respect to (i) any statements,
                           warranties or representations made in or in
                           connection with any Credit Document, (ii) the
                           execution, legality, validity, enforceability,
                           genuineness, sufficiency or value of the Credit
                           Agreement, any other Credit Document or any other
                           instrument or document delivered pursuant thereto,
                           other than this Assignment, or any collateral
                           thereunder, (iii) the financial condition of Holdings
                           or any of its Subsidiaries or Affiliates or any other
                           Person obligated in respect of any Credit Document or
                           (iv) the performance or observance by Holdings or any
                           of its Subsidiaries or Affiliates or any other Person
                           of any of their respective obligations under any
                           Credit Documents.

                  1.2      Assignee. [Each] [The] Assignee (a) represents and
                           warrants that (i) it has full power and authority,
                           and has taken all action necessary, to execute and
                           deliver this Assignment and to consummate the
                           transactions contemplated hereby and to become a
                           Lender under the Credit Agreement, (ii) it meets all
                           requirements of an Eligible Assignee under the Credit
                           Agreement, (iii) from and after the Effective Date,
                           it shall be bound by the provisions of the Credit
                           Agreement and, to the extent of the Assigned
                           Interest, shall have the obligations of a Lender
                           thereunder, (iv) it has received a copy of the Credit
                           Agreement, together with copies of the most recent
                           financial statements delivered pursuant to Section
                           5.1 thereof, as applicable, and such other documents
                           and information as it has deemed appropriate to make
                           its own credit analysis and decision to enter into
                           this Assignment and to purchase the Assigned Interest
                           on the basis of which it has made such analysis and
                           decision and (v) attached to this Assignment is any
                           documentation required to be delivered by it pursuant
                           to the terms of the Credit Agreement, duly completed
                           and executed by [the] [each such] Assignee; and (b)
                           agrees that (i) it will, independently and without
                           reliance on the Administrative Agent, [the] [each
                           such] Assignor or any other Lender, and based on such
                           documents and information as it shall deem
                           appropriate at the time, continue to make its own
                           credit decisions in taking or not taking action under
                           the Credit Documents, (ii) appoints and authorizes
                           each of the Administrative Agent and the Collateral
                           Agent to take such action as agent on its behalf and
                           to exercise such powers under the Credit Agreement
                           and the other Credit Documents as are delegated to or
                           otherwise conferred upon the Administrative Agent by
                           the terms thereof, together with such powers as are
                           reasonably incidental thereto; and (iii) it will
                           perform in accordance with their terms all of the
                           obligations which by the terms of the Credit
                           Documents are required to be performed by it as a
                           Lender.

2.       Payments. From and after the Effective Date, the Administrative Agent
         shall make all payment in respect to the Assigned Interest (including
         payments of principal, interest, fees and other amounts) to [the] [each

                                   EXHIBIT E-5

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         such] Assignor for amounts which have accrued to but excluding the
         Effective Date and to [the] [each] Assignee for amounts which have
         accrued from and after the Effective Date.

3.       General Provisions. This Assignment shall be binding upon, and inure to
         the benefit of, the parties hereto and their respective successors and
         assigns. This Assignment may be executed in any number of counterparts,
         which together shall constitute one instrument. Delivery of an executed
         counterpart of a signature page of this Assignment by telecopy shall be
         effective as delivery of a manually executed counterpart of the
         Assignment. THIS ASSIGNMENT SHALL BE GOVERNED BY, AND CONSTRUED AND
         ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK
         (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS).

                                   EXHIBIT E-6

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                                                                    EXHIBIT F TO
                                                   CREDIT AND GUARANTY AGREEMENT

                         CERTIFICATE RE NON-BANK STATUS

                  Reference is made to the Credit and Guaranty Agreement, dated
as of December 19, 2003 (as it may be amended, supplemented or otherwise
modified, the "CREDIT AGREEMENT"; the terms defined therein and not otherwise
defined herein being used herein as therein defined), by and among THL-SC
BEDDING COMPANY, SIMMONS COMPANY (as successor to THL Bedding Company)
("COMPANY"), certain Subsidiaries of Company, as Guarantors, the Lenders party
thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P., as Sole
Bookrunner, Joint Lead Arranger and Co-Syndication Agent, UBS SECURITIES, LLC,
as Joint Lead Arranger and Co-Syndication Agent, DEUTSCHE BANK AG, NEW YORK
BRANCH, as Administrative Agent and as Collateral Agent, GENERAL ELECTRIC
CAPITAL CORPORATION, as Co-Documentation Agent, and CIT LENDING SERVICES
CORPORATION, as Co-Documentation Agent. Pursuant to Section 2.20(c) of the
Credit Agreement, the undersigned hereby certifies that it is not a "bank" or
other Person described in Section 881(c)(3) of the Internal Revenue Code of
1986, as amended.

                                                [NAME OF LENDER]

                                                By:_____________________________
                                                   Name:
                                                   Title:

                                   EXHIBIT F-l
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                                                                    EXHIBIT G TO
                                                   CREDIT AND GUARANTY AGREEMENT

                              SOLVENCY CERTIFICATE

         THE UNDERSIGNED HEREBY CERTIFIES AS FOLLOWS:

         1. I am the Executive Vice President and Chief Financial Officer of
SIMMONS COMPANY (as successor to THL Bedding Company), a Delaware corporation
("COMPANY").

         2. Reference is made to that certain Credit and Guaranty Agreement,
dated as of December 19, 2003 (as it may be amended, supplemented or otherwise
modified, the "CREDIT AGREEMENT"; the terms defined therein and not otherwise
defined herein being used herein as therein defined), by and among THL-SC
BEDDING COMPANY, COMPANY, certain Subsidiaries of Company, as Guarantors, the
Lenders party thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P., as
Sole Bookrunner, Joint Lead Arranger and Co-Syndication Agent, UBS SECURITIES,
LLC, as Joint Lead Arranger and Co-Syndication Agent, DEUTSCHE BANK AG, NEW YORK
BRANCH, as Administrative Agent and as Collateral Agent, GENERAL ELECTRIC
CAPITAL CORPORATION, as Co-Documentation Agent, and CIT LENDING SERVICES
CORPORATION, as Co-Documentation Agent. Further reference is made to that
certain Senior Unsecured Term Loan and Guaranty Agreement, dated as of December
19, 2003 (as it may be amended, supplemented or otherwise modified, the "SENIOR
UNSECURED TERM LOAN AGREEMENT"), by and among THL-SC BEDDING COMPANY, COMPANY,
certain Subsidiaries of Company, as Guarantors, the Lenders party thereto from
time to time, GOLDMAN SACHS CREDIT PARTNERS L.P., as Sole Bookrunner, Joint Lead
Arranger and Co-Syndication Agent, UBS SECURITIES, LLC, as Joint Lead Arranger
and Co-Syndication Agent, DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative
Agent, GENERAL ELECTRIC CAPITAL CORPORATION, as Co-Documentation Agent, and CIT
LENDING SERVICES CORPORATION, as Co-Documentation Agent

         3. I have reviewed the Credit Agreement and the Senior Unsecured Term
Loan Agreement, respectively, and have made, or have caused to be made, such
examination or investigation as is necessary to enable me to express an informed
opinion as to the matters referred to herein.

         4. Based upon the review and examination described in paragraph 3
above, I hereby certify, on behalf of Company and not individually, that as of
the date hereof, after giving effect to the consummation of the Acquisition, the
related financings and the other transactions contemplated by the Credit
Documents and the Related Agreements, each Credit Party is Solvent.

         The foregoing certifications are made and delivered as of December 19,
2003.

                                            SIMMONS COMPANY

                                            ____________________________________
                                            Name: William S. Creekmuir
                                            Title: Executive Vice President and
                                            Chief Financial Officer

                                   EXHIBIT G-l

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                                                                    EXHIBIT H TO
                                                   CREDIT AND GUARANTY AGREEMENT

                            CLOSING DATE CERTIFICATE

         THE UNDERSIGNED HEREBY CERTIFY AS FOLLOWS:

         1. I am a Responsible Officer of each of THL-SC BEDDING COMPANY
("HOLDINGS") AND THL BEDDING COMPANY ("THL").

         2. Pursuant to Section 2.1 of the Credit and Guaranty Agreement, dated
as of December 19, 2003 (as it may be amended, supplemented or otherwise
modified, the "CREDIT AGREEMENT"; the terms defined therein and not otherwise
defined herein being used herein as therein defined), by and among HOLDINGS,
THL, the other entities named therein, as Guarantors, the Lenders party thereto
from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P., as Sole Bookrunner, Joint
Lead Arranger and Co-Syndication Agent, UBS SECURITIES, LLC, as Joint Lead
Arranger and Co-Syndication Agent, DEUTSCHE BANK AG, NEW YORK BRANCH, as
Administrative Agent and as Collateral Agent, GENERAL ELECTRIC CAPITAL
CORPORATION, as Co-Documentation Agent, and CIT LENDING SERVICES CORPORATION,
as Co-Documentation Agent, THL requests that Lenders make the following Loans to
THL on December 19, 2003 (the "CLOSING DATE"):

         a. Tranche B Term Loans:              $405,000,000

                 [ ]                    a. Base Rate Loan(s)-$_______________
                                                [X]    b. Eurodollar Rate Loans
                                                          with an initial
Interest

                                  Period of 12 month(s) - $ 325,000,000
                 [X]          c.  Eurodollar Rate Loans with an initial Interest
                                  Period of _ months - $80,000,000

         b. Revolving Loans:                   $8,200,000

                                        [X] a. Base Rate Loan(s)
                                                [ ]    b. Eurodollar Rate Loans
                                                          with an initial
Interest
                                   Period of____month(s)

         3. Pursuant to Section 2.1 of the Senior Unsecured Term Loan and
Guaranty Agreement, dated as of December 19, 2003 (as it may be amended,
supplemented or otherwise modified, the "SENIOR UNSECURED TERM LOAN AGREEMENT"),
by and among HOLDINGS, THL, the other entities named therein, as Guarantors, the
Lenders party thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P., as
Sole Bookrunner, Joint Lead Arranger and Co-Syndication Agent, UBS SECURITIES,
LLC, as Joint Lead Arranger and Co-Syndication Agent, DEUTSCHE BANK AG, NEW YORK
BRANCH, as Administrative Agent, GENERAL ELECTRIC CAPITAL CORPORATION, as
Co-Documentation Agent, and CIT LENDING SERVICES CORPORATION, as
Co-Documentation Agent, THL requests that Lenders make the following Loans to
THL on the Closing Date::

                a. Senior Unsecured Term Loans: $140,000,000

                    [ ]     a. Base Rate Loan(s) - $______________

                                   EXHIBIT H-l

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                     [X]     b. Eurodollar Rate Loans with an initial Interest
                                    Period of 12 month(s) - $ 140,000,000

         4. I have reviewed the Credit Agreement and the Senior Unsecured Term
Loan Agreement and I have made, or have caused to be made, such examination or
investigation as is necessary to enable me to express an informed opinion as to
the matters referred to herein.

         5 Based upon the review and examination described in paragraph 4 above,
I hereby certify, on behalf of Holdings and THL, and not individually, that as
of the date hereof:

                  (i) as of the Closing Date, the representations and warranties
         contained in each of the Credit Documents are true, correct and
         complete in all material respects on and as of the Closing Date to the
         same extent as though made on and as of such date, except to the extent
         such representations and warranties specifically relate to an earlier
         date, in which case such representations and warranties are true,
         correct and complete in all material respects on and as of such earlier
         date;

                  (ii) as of the Closing Date, no event has occurred and is
         continuing or would result from the consummation of the borrowing
         contemplated hereby that would constitute an Event of Default or a
         Default;

                  (iii) after giving effect to the transactions set forth in
         Section 3.1(k) of the Credit Agreement, the Credit Parties have no
         Indebtedness outstanding other than Indebtedness under the Credit
         Documents, Senior Subordinated Note Documents, the Existing Notes, the
         Senior Unsecured Term Loan Agreement and other Indebtedness permitted
         under Section 6.1 of the Credit Agreement; and

                  (iv) as of the Closing Date and after giving effect to the
         Acquisition and the borrowings made on the Closing Date, the pro forma
         Leverage Ratio (which shall include all Cash and Cash Equivalents of
         Company and its Subsidiaries) for the twelve-month period ended October
         31, 2003 is not greater than 6.26:1.00.

         6. Attached as Annex A hereto are true and complete copies of the Stock
Purchase Agreement and the Management Agreement.

         7. Each Credit Party has requested Weil, Gotshal & Manges LLP to
deliver to Agents and Lenders on the Closing Date written opinions setting forth
substantially the matters in the opinions designated in Exhibit D annexed to the
Credit Agreement, and as to such other matters as the Co-Syndication Agents and
Administrative Agent may reasonably request.

         8. Attached hereto as Annex B are true, complete and correct copies of
the Historical Financial Statements.

            [The remainder of this page is intentionally left blank.]

                                   EXHIBIT H-2

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         The foregoing certifications are made and delivered as of December 19,
2003.

                                                THL-SC BEDDING COMPANY

                                                By:___________________________
                                                Name:_________________________
                                                Title:

                                                THL BEDDING COMPANY

                                                By:___________________________
                                                Name:_________________________
                                                Title:

                                   EXHIBIT H-3

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                                                                    EXHIBIT I TO
                                                   CREDIT AND GUARANTY AGREEMENT

                              COUNTERPART AGREEMENT

         This COUNTERPART AGREEMENT, dated [mm/dd/yy] (this "COUNTERPART
AGREEMENT") is delivered pursuant to that certain Credit and Guaranty Agreement,
dated as of December 19, 2003 (as it may be amended, supplemented or otherwise
modified, the "CREDIT AGREEMENT"; the terms defined therein and not otherwise
defined herein being used herein as therein defined), by and among THL-SC
BEDDING COMPANY, SIMMONS COMPANY (as successor to THL Bedding Company)
("COMPANY"), certain Subsidiaries of Company, as Guarantors, the Lenders party
thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P., as Sole
Bookrunner, Joint Lead Arranger and Co-Syndication Agent, UBS SECURITIES, LLC,
as Joint Lead Arranger and Co-Syndication Agent, DEUTSCHE BANK AG, NEW YORK
BRANCH, as Administrative Agent and as Collateral Agent, GENERAL ELECTRIC
CAPITAL CORPORATION, as Co-Documentation Agent, and CIT LENDING SERVICES
CORPORATION, as Co-Documentation Agent.

         SECTION 1. Pursuant to Section 5.9 of the Credit Agreement, the
undersigned Subsidiary of Company hereby:

                  (a)      agrees that this Counterpart Agreement may be
         attached to the Credit Agreement and that by the execution and delivery
         hereof, the undersigned becomes a Guarantor under the Credit Agreement
         and agrees to be bound by all of the terms thereof;

                  (b)      represents and warrants that each of the
         representations and warranties set forth in the Credit Agreement and
         each other Credit Document and applicable to the undersigned is true
         and correct in all material respects both before and after giving
         effect to this Counterpart Agreement, except to the extent that any
         such representation and warranty relates solely to any earlier date, in
         which case such representation and warranty is true and correct in all
         material respects as of such earlier date;

                  (c)      certifies that no event has occurred or is continuing
         as of the date hereof, or will result from the transactions
         contemplated hereby on the date hereof, that would constitute an Event
         of Default or a Default;

                  (d)      agrees to irrevocably and unconditionally guaranty
         the due and punctual payment in full of all Obligations when the same
         shall become due, whether at stated maturity, by required prepayment,
         declaration, acceleration, demand or otherwise (including amounts that
         would become due but for the operation of the automatic stay under
         Section 362(a) of the Bankruptcy Code and in accordance with Section 7
         of the Credit Agreement; and

                  (e)      (i) agrees that this counterpart may be attached to
         the Pledge and Security Agreement, (ii) agrees that the undersigned
         will comply with all the terms and conditions of the Pledge and
         Security Agreement as if it were an original signatory thereto, (iii)
         grants to the Collateral Agent, for the benefit of the Secured Parties,
         a security interest in all of the undersigned's right, title and
         interest in and to all "Collateral" (as such term is defined in the
         Pledge and Security Agreement) of the undersigned, in each case whether
         now or hereafter existing or in which the undersigned now has or
         hereafter acquires an interest and wherever the same may be located and
         (iv) delivers to Collateral Agent supplements to all schedules attached
         to the Pledge and Security Agreement. All such Collateral shall be
         deemed to be part of the "Collateral" and hereafter subject to each of
         the terms and conditions of the Pledge and Security Agreement.

                                   EXHIBIT I-1

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         SECTION 2. The undersigned agrees from time to time, upon request of
Administrative Agent, to take such additional actions and to execute and deliver
such additional documents and instruments as Administrative Agent may request to
effect the transactions contemplated by, and to carry out the intent of, this
Counterpart Agreement. Neither this Counterpart Agreement nor any term hereof
may be changed, waived, discharged or terminated, except by an instrument in
writing signed by the party (including, if applicable, any party required to
evidence its consent to or acceptance of this Counterpart Agreement) against
whom enforcement of such change, waiver, discharge or termination is sought. Any
notice or other communication herein required or permitted to be given shall be
given in pursuant to Section 10.1 of the Credit Agreement, and all for purposes
thereof, the notice address of the undersigned shall be the address as set forth
on the signature page hereof. In case any provision in or obligation under this
Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the
validity, legality and enforceability of the remaining provisions or
obligations, or of such provision or obligation in any other jurisdiction, shall
not in any way be affected or impaired thereby.

         THIS COUNTERPART AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.

            [The remainder of this page is intentionally left blank.]

                                   EXHIBIT I-2

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         IN WITNESS WHEREOF, the undersigned has caused this Counterpart
Agreement to be duly executed and delivered by its duly authorized officer as of
the date above first written.

                                                [NAME OF SUBSIDIARY]

                                                By:_______________________
                                                   Name:
                                                   Title:

Address for Notices:

            _______________
            _______________
            _______________
            Attention:
            Telecopier

with a copy to:

            _______________
            _______________
            _______________
            Attention:
            Telecopier

ACKNOWLEDGED AND ACCEPTED,
as of the date above first written:

DEUTSCHE BANK AG, NEW YORK BRANCH,
as Administrative Agent and Collateral Agent

By:_______________________
   Name:
   Title:

                                   EXHIBIT I-3

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                                                                    EXHIBIT J TO
                                                   CREDIT AND GUARANTY AGREEMENT

                          PLEDGE AND SECURITY AGREEMENT

                                    See TAB 4

                                   EXHIBIT J-l

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                    MORTGAGE, SECURITY
                 AGREEMENT, ASSIGNMENT OF
Document Number      RENTS AND LEASES
                    AND FIXTURE FILING
                       (WISCONSIN)

                                           RECORDING AREA
                                           NAME AND RETURN ADDRESS
                                           Skadden, Arps, Slate, Meagher &
                                           Flom LLP
                                           Four Times Square
                                           New York, New York 10036
                                           Attention: Jay Sobel, Esq.
                                           --------------------------

                                                       241 0412200031

                                              PARCEL IDENTIFICATION NUMBER (PIN)
                                              (ROCK COUNTY, COMPUTER NUMBER)
<PAGE>

                MORTGAGE, SECURITY AGREEMENT, AND FIXTURE FILING
                                   (WISCONSIN)

                  THIS ADJUSTABLE RATE MORTGAGE, SECURITY AGREEMENT, AND FIXTURE
FILING (WISCONSIN) (this "MORTGAGE") is dated as of December ________, 2003 by
and from THE SIMMONS MANUFACTURING CO., LLC, a Delaware corporation
("MORTGAGOR") to DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent
(collectively, the "ADMINISTRATIVE AGENT") for the Lenders listed in the Credit
Agreement (defined below) and all successor Administrative Agents and assigns
(the Administrative Agent and all successor Administrative Agents and assigns,
"MORTGAGEE".

          THE SECURED PARTY (MORTGAGEE) DESIRES THIS FIXTURE FILING TO
    BE INDEXED AGAINST THE RECORD OWNER OF THE REAL ESTATE DESCRIBED HEREIN.

                                    ARTICLE 1
                                   DEFINITIONS

                  SECTION 1.1 Definitions. All capitalized terms used herein
without definition shall have the respective meanings ascribed to them in that
certain Credit and Guaranty Agreement dated as of even date herewith (as
amended, supplemented or otherwise modified from time to time, the "CREDIT
AGREEMENT") by and among Simmons Company, as Borrower ("BORROWER"), and certain
subsidiaries of Borrower, as Guarantors, Goldman Sachs Credit Partners L.P., as
sole bookrunner, joint lead arranger and as Co-Syndication Agent, UBS Securities
LLC, as joint lead arranger and as Co-Syndicaiion Agent and Deutsche Bank AG,
New York Branch, as Administrative Agent, and the financial institutions listed
on the signature pages attached thereto (the "Lenders"). As used herein, the
following terms shall have the following meanings:

                           (a) "INDEBTEDNESS": All (i) principal indebtedness of
Borrower to Mortgagee and the Lenders, together with interest thereon, under the
Tranche B Term Loans, the Revolving Loans and the Swing Line Loans, as evidenced
by the Register or the Tranche B Term Loan Notes, the Revolving Notes and the
Swing Line Notes of even date herewith (such Register and Notes and any and all
modifications, substitutions, extensions, renewals and replacements thereof are
collectively referred to herein as the "MORTGAGE NOTES"), and (ii) other amounts
evidenced or secured by the Credit Documents, including, without limitation,
reimbursement obligations in respect of Letters of Credit, together with
interest thereon and other amounts payable with respect thereto, and (iii)
principal, interest and other amounts which may hereafter be loaned by Mortgagee
or the Lenders or any of them under or in connection with the Credit Agreement
or any of the other Credit Documents, whether evidenced by a promissory note or
other instrument which, by its terms, is secured hereby. Pursuant to the Credit
Agreement, the Lenders have agreed to provide Borrower with a revolving credit
facility, which permits Borrower to borrow certain principal amounts, repay all
or a portion of such principal amounts, and reborrow the amounts previously paid
to the Lenders, all upon satisfaction of certain conditions stated in the Credit
Agreement. The amount of

                                       1
<PAGE>

such revolving credit facility may increase and decrease from time to time as
the Lenders advance, Borrower repays, and the Lenders readvance sums on account
of the revolving credit, all as more fully described in the Credit Agreement.
Additionally, pursuant to the Credit Agreement, Borrower will enter into
Interest Rate Agreements. The term "Indebtedness" includes without limitation
all advances and readvances under the revolving credit feature of the Credit
Agreement and all amounts under Interest Rate Agreements entered into with one
or more of the Lenders or any Affiliates thereof.

                           (b) "MORTGAGED PROPERTY": All of Mortgagor's right,
title interest and estate in (1) the fee interest in the real property described
in Exhibit A attached hereto and incorporated herein by this reference, together
with any greater or additional estate therein as hereafter may be acquired by
Mortgagor (the "LAND"), (2) all improvements now owned or hereafter acquired by
Mortgagor, now or at any time situated, placed or constructed upon the Land (the
"IMPROVEMENTS"; the Land and Improvements are collectively referred to as the
"PREMISES"), (3) all materials, supplies, equipment, apparatus and other items
of personal property now owned or hereafter acquired by Mortgagor and now or
hereafter attached to or installed in any of the Improvements or the Land, and
water, gas, electrical, telephone, storm and sanitary sewer facilities and all
other utilities now owned or hereafter acquired by Mortgagor, whether or not
situated in easements (the "FIXTURES"), (4) all leases, licenses, concessions,
occupancy agreements or other agreements (written or oral, now or at any time in
effect) which grant to any Person a possessory interest in, or the right to use,
all or any part of the Mortgaged Property, together with all related security
and other deposits (the "LEASES"), (5) all of the rents, revenues, royalties,
income, proceeds, profits, security and other types of deposits, and other
benefits paid or payable by parties to the Leases for using, leasing, licensing
possessing, operating from, residing in, selling or otherwise enjoying the
Mortgaged Property (the "RENTS"), (6) all rights, privileges, tenements,
hereditaments, rights-of-way, easements, appendages and appurtenances
appertaining to the foregoing, (7) all property tax refunds (the "TAX REFUNDS"),
(8) all accessions, replacements and substitutions for any of the foregoing and
all proceeds thereof (the "PROCEEDS"), and (9) all of Mortgagor's right, title
and interest in and to any awards, damages, remunerations, reimbursements,
settlements or compensation heretofore made or hereafter to be made by any
governmental authority pertaining to the Land, Improvements or Fixtures (the
"CONDEMNATION AWARDS"). As used in this Mortgage, the term "MORTGAGED PROPERTY"
shall mean all or, where the context permits or requires, any portion of the
above or any interest therein.

                           (c) "OBLIGATIONS": All of the agreements, covenants,
conditions, warranties, representations and other Obligations of Mortgagor
(including, without limitation, the obligation to repay the Indebtedness) under
the Credit Agreement and the other Credit Documents.

                           (d) "UCC": The Uniform Commercial Code of Wisconsin
or, if the creation, perfection and enforcement of any security interest herein
granted is governed by the laws of a state other than Wisconsin, then, as to the
matter in question, the Uniform Commercial Code in effect in that state.

                                       2
<PAGE>

                                   ARTICLE II
                                      GRANT

                  SECTION 2.1 GRANT. To secure the full and timely payment of
the Indebtedness and the full and timely performance of the Obligations,
Mortgagor MORTGAGES, GRANTS, BARGAINS, ASSIGNS, SELLS and CONVEYS, to Mortgagee
the Mortgaged Property, subject, however, to the Permitted Encumbrances, TO HAVE
AND TO HOLD the Mortgaged Property to Mortgagee, and Mortgagor does hereby bind
itself, its successors and assigns to WARRANT AND FOREVER DEFEND the title to
the Mortgaged Property unto Mortgagee, subject to Permitted Encumbrances.

                                   ARTICLE III
                    WARRANTIES, REPRESENTATIONS AND COVENANTS

                  Mortgagor warrants, represents and covenants to Mortgagee as
follows:

                  SECTION 3.1 TITLE TO MORTGAGED PROPERTY AND LIEN OF THIS
INSTRUMENT. Mortgagor owns the Mortgaged Property free and clear of any liens,
claims or interests, except the Permitted Encumbrances. This Mortgage creates a
valid, enforceable first priority lien and security interest against the
Mortgaged Property, subject to Permitted Encumbrances.

                  SECTION 3.2 FIRST LIEN STATUS. Except as otherwise provided in
the Credit Agreement, Mortgagor shall preserve and protect the first lien and
security interest status of this Mortgage. If any lien or security interest
other than the Permitted Encumbrances or this Mortgage is asserted against the
Mortgaged Property, Mortgagor shall promptly, and at its expense, (a) give
Mortgagee a detailed written notice of such lien or security interest (including
origin, amount and other terms), and (b) pay the underlying claim in full or
take such other action so as to cause it to be released or contest the same in
compliance with the requirements of the Credit Agreement (including the
requirement of providing a bond or other security satisfactory to Mortgagee).

                  SECTION 3.3 REPLACEMENT OF FIXTURES AND PERSONALTY. Except as
otherwise provided in the Credit Agreement, Mortgagor shall not, without the
prior written consent of Mortgagee, permit any of the Fixtures to be removed at
any time from the Land or Improvements, unless the removed item is removed
temporarily for maintenance and repair or, if removed permanently, is replaced
by an article of equal or better suitability and value, owned by Mortgagor
subject to the liens and security interests of this Mortgage and the other
Credit Documents, and free and clear of any other lien or security interest
except such as may be permitted under the Credit Agreement or first approved in
writing by Mortgagee.

                  SECTION 3.4 INSPECTION. Mortgagor shall permit Mortgagee, the
Lenders and their respective agents, representatives and employees, upon
reasonable prior notice to Mortgagor, to inspect the Mortgaged Property and all
books and records of Mortgagor located thereon, and to conduct such engineering
studies as Mortgagee or the Lenders may reasonably require, provided that such
inspections and studies shall be at

                                       3
<PAGE>

Lender's cost and expense and shall not materially interfere with the use and
operation of the Mortgaged Property.

                  SECTION 3.5 OTHER COVENANTS.

                           (a) Condemnation Awards and Insurance Proceeds.

                           (b) Condemnation Awards. Mortgagor assigns all awards
and compensation to which it is entitled for any condemnation or other taking,
or any purchase in lieu thereof, to Mortgagee and authorizes Mortgagee to
collect and receive such awards and compensation and to give proper receipts and
acquittances therefor, except to the extent otherwise provided by the terms of
the Credit Agreement.

                           (c) Insurance Proceeds. To the extent provided by the
Credit Agreement. Mortgagor assigns to Mortgagee all of Mortgagor's right, title
and interest in all proceeds of any insurance policies insuring against loss or
damage to the Mortgaged Property. If required under the Credit Agreement.
Mortgagor authorizes Mortgagee to collect and receive such proceeds and
authorize and direct the issuer of each of such insurance policies to make
payment for all such losses directly to Mortgagee, instead of to Mortgagor and
Mortgagee jointly.

                                   ARTICLE IV
                             [INTENTIONALLY OMITTED]

                                    ARTICLE V
                             DEFAULT AND FORECLOSURE

                  SECTION 5.1 REMEDIES. Upon the occurrence and during the
continuance of an Event of Default, Mortgagee may, at Mortgagee's election,
exercise any or all of the following rights, remedies and recourses:

                           (a) Acceleration. The Indebtedness shall
automatically become immediately due and payable, if required by the Credit
Agreement and in accordance with the Credit Agreement, or if the Credit
Agreement does not require automatic acceleration, Mortgagee may declare the
Indebtedness to be immediately due and payable, pursuant to and in accordance
with the Credit Agreement, without further notice, presentment, protest, notice
of intent to accelerate, notice of acceleration, demand or action of any nature
whatsoever (each of which hereby is expressly waived by Mortgagor), whereupon
the same shall become immediately due and payable.

                           (b) Entry on Mortgaged Property. To the extent
permitted by applicable law, enter the Mortgaged Property and take exclusive
possession thereof and of all books, records and accounts relating thereto or
located thereon. If Mortgagor remains in possession of the Mortgaged Property
after an Event of Default and without Mortgagee's prior written consent,
Mortgagee may invoke any legal remedies to dispossess Mortgagor.

                                       4
<PAGE>

                           (c) Operation of Mortgaged Property. To the extent
permitted by applicable law, hold, lease, develop, manage, operate or otherwise
use the Mortgaged Property upon such terms and conditions as Mortgagee may deem
reasonable under the circumstances (making such repairs, alterations, additions
and improvements and taking other actions, from time to time, as Mortgagee deems
necessary or desirable), and apply all Rents and other amounts collected by
Mortgagee in connection therewith in accordance with the provisions of Section
5.7.

                           (d) Foreclosure and Sale. Institute proceedings for
the complete foreclosure of this Mortgage, either by judicial action or by power
of sale, in which case the Mortgaged Property may be sold for cash or credit in
one or more parcels. With respect to any notices required or permitted under the
UCC, Mortgagor agrees that ten (10) days' prior written notice shall be deemed
commercially reasonable. At any such sale by virtue of any judicial proceedings,
power of sale, or any other legal right, remedy or recourse, the title to and
right of possession of any such property shall pass to the purchaser thereof,
and to the fullest extent permitted by law, Mortgagor shall be completely and
irrevocably divested of all of its right, title, interest, claim, equity, equity
of redemption, and demand whatsoever, either at law or in equity, in and to the
property sold and such sale shall be a perpetual bar both at law and in equity
against Mortgagor, and against all other Persons claiming or to claim the
property sold or any part thereof by, through or under Mortgagor. Mortgagee or
any of the Lenders may be a purchaser at such sale and if Mortgagee is the
highest bidder, Mortgagee may credit the portion of the purchase price that
would be distributed to Mortgagee against the Indebtedness in lieu of paying
cash. In the event this Mortgage is foreclosed by judicial action, appraisement
of the Mortgaged Property is waived to the extent permitted by applicable law.

                           (e) Receiver. To the extent permitted by applicable
law, make application to a court of competent jurisdiction for, and obtain from
such court as a matter of strict right and without notice to Mortgagor or regard
to the adequacy of the Mortgaged Property for the repayment of the Indebtedness,
the appointment of a receiver of the Mortgaged Property, and Mortgagor
irrevocably consents to such appointment. Any such receiver shall have all the
usual powers and duties of receivers in similar cases, including the full power
to rent, maintain and otherwise operate the Mortgaged Property upon such terms
as may be approved by the court, and shall apply such Rents in accordance with
the provisions of Section 5.7.

                           (f) Other. Exercise all other rights, remedies and
recourses granted under the Credit Documents against Mortgagor.

                  SECTION 5.2 SEPARATE SALES. The Mortgaged Property may be sold
in one or more parcels and in such manner and order as Mortgagee in its sole
discretion may elect; the right of sale arising out of any Event of Default
shall not be exhausted by any one or more sales.

                  SECTION 5.3 REMEDIES CUMULATIVE, CONCURRENT AND NONEXCLUSIVE.
Mortgagee and the Lenders shall have all rights, remedies and recourses against
the Mortgaged Property granted in the Credit Documents and available at law or

                                       5
<PAGE>

equity (including the UCC), which rights (a) shall be cumulated and concurrent,
(b) may be pursued separately, successively or concurrently against Mortgagor,
or against the Mortgaged Property, at the sole discretion of Mortgagee or the
Lenders, (c) may be exercised as often as occasion therefor shall arise, and the
exercise or failure to exercise any of them shall not be construed as a waiver
or release thereof or of any other right, remedy or recourse, and (d) are
intended to be, and shall be, nonexclusive. No action by Mortgagee or the
Lenders in the enforcement of any, rights, remedies or recourses under the
Credit Documents or otherwise at law or equity shall be deemed to cure any Event
of Default.

                  SECTION 5.4 RELEASE OF AND RESORT TO COLLATERAL. Mortgagee may
release, regardless of consideration and without the necessity for any notice to
or consent by the holder of any subordinate lien on the Mortgaged Property, any
part of the Mortgaged Property without, as to the remainder, in any way
impairing, affecting, subordinating or releasing the lien or security interest
created in or evidenced by the Credit Documents or their status as a first and
prior lien and security interest in and to the Mortgaged Property. For payment
of the Indebtedness, Mortgagee may resort to any other security in such order
and manner as Mortgagee may elect.

                  SECTION 5.5 WAIVER OF REDEMPTION, NOTICE AND MARSHALLING OF
ASSETS. To the fullest extent permitted by law, Mortgagor hereby irrevocably and
unconditionally waives and releases (a) all benefit that might accrue to
Mortgagor by virtue of any present or future law or judicial decision exempting
the Mortgaged Property from attachment, levy or sale on execution or providing
for any stay of execution, exemption from civil process, redemption or extension
of time for payment, (b) except as provided in the Credit Agreement, all notices
of any Event of Default or of Mortgagee's election to exercise or the actual
exercise of any right, remedy or recourse provided for under the Credit
Documents, and (c) any right to a marshalling of assets or a sale in inverse
order of alienation.

                  SECTION 5.6 DISCONTINUANCE OF PROCEEDINGS. If Mortgagee or the
Lenders shall have proceeded to invoke any right, remedy or recourse permitted
under the Credit Documents and shall thereafter elect to discontinue or abandon
it for any reason, Mortgagee or the Lenders shall have the unqualified right to
do so, to the extent permitted by applicable law, and, in such an event, to the
extent permitted by applicable law, Mortgagor and Mortgagee or the Lenders shall
be restored to their former positions with respect to the Indebtedness, the
Obligations, this Mortgage, the Mortgaged Property and otherwise, and the
rights, remedies, recourses and powers of Mortgagee or the Lenders hereunder
shall continue as if the right, remedy or recourse had never been invoked, but
no such discontinuance or abandonment shall waive any Event of Default which may
then exist or the right of Mortgagee or the Lenders thereafter to exercise any
right, remedy or recourse under this Mortgage for such Event of Default.

                           (a) Application of Proceeds. After the occurrence and
during the continuance of any Event of Default, subject to the terms of the
Credit Agreement, the proceeds of any sale of, and the Rents and other amounts
generated by the holding, leasing, management, operation or other use of the
Mortgaged Property, shall be applied

                                       6
<PAGE>

by Mortgagee (or the receiver, if one is appointed) in the order provided
therefor in the Credit Agreement unless otherwise required by applicable law:

                  SECTION 5.7 OCCUPANCY AFTER FORECLOSURE. Any sale of the
Mortgaged Property or any part thereof in accordance with Section 5.1(d) will
divest all right, title and interest of Mortgagor in and to the property sold.
Subject to applicable law, any purchaser at a foreclosure sale will receive
immediate possession of the property purchased. If Mortgagor retains possession
of such property or any part thereof subsequent to such sale, Mortgagor will be
considered a tenant at sufferance of the purchaser, and will, if Mortgagor
remains in possession after demand to remove, be subject to eviction and
removal, forcible or otherwise, with or without process of law.

                  SECTION 5.8 ADDITIONAL ADVANCES AND DISBURSEMENTS; COSTS OF
ENFORCEMENT.

                           (a) Upon the occurrence and during the continuance of
any Event of Default, if allowed under the Credit Agreement, Mortgagee and each
of the Lenders shall have the right, but not the obligation, to cure such Event
of Default pertaining to the Mortgaged Property in the name and on behalf of
Mortgagor. All reasonable sums advanced and expenses incurred at any time by
Mortgagee or any Lender under this Section 5.9, or otherwise under this Mortgage
shall bear interest from the date that such sum is advanced or expense incurred,
to and including the date of reimbursement, computed at the rate or rates at
which interest is then computed on the Indebtedness, and all such sums, together
with interest thereon, shall be secured by this Mortgage.

                           (b) Mortgagor shall pay all reasonable expenses
(including reasonable attorneys' fees and expenses) of or incidental to the
perfection and enforcement of this Mortgage, or the enforcement, compromise or
settlement of the Indebtedness under this Mortgage and for the curing thereof,
or for defending or asserting the rights and claims of Mortgagee or the Lenders
in respect of this Mortgage by litigation or otherwise.

                  SECTION 5.9 NO MORTGAGEE IN POSSESSION. To the extent
permitted by applicable law, neither the enforcement of any of the remedies
under this Article 5, the assignment of the Rents and Leases under Article 6,
the security interests under Article 7, nor any other remedies afforded to
Mortgagee or the Lenders under the Credit Documents, at law or in equity shall
cause Mortgagee or any Lender to be deemed or construed to be a mortgagee in
possession of the Mortgaged Property, to obligate Mortgagee or any Lender to
lease the Mortgaged Property or attempt to do so, or to take any action, incur
any expense, or perform or discharge any obligation, duty or liability
whatsoever under any of the Leases or otherwise.

                                    ARTICLE V1
                         ASSIGNMENT OF RENTS AND LEASES

                                       7
<PAGE>

                  SECTION 6.1 ASSIGNMENT. In furtherance of and in addition to
the assignment made by Mortgagor in Section 2.1 of this Mortgage, Mortgagor
hereby absolutely and unconditionally assigns, sells, transfers and conveys to
Mortgagee all of its right, title and interest in and to all Leases, whether now
existing or hereafter entered into, and all of its right, title and interest in
and to all Rents. This assignment is an absolute assignment and not an
assignment for additional security only. So long as no Event of Default shall
have occurred and be continuing. Mortgagor shall have a revocable license from
Mortgagee to exercise all rights extended to the landlord under the Leases,
including the right to receive and collect all Rents and to hold the Rents in
trust for use in the payment and performance of the Obligations and to otherwise
use the same. The foregoing license is granted subject to the conditional
limitation that no Event of Default shall have occurred and be continuing. Upon
the occurrence and during the continuance of an Event of Default, whether or not
legal proceedings have commenced, and without regard to waste, adequacy of
security for the Obligations or solvency of Mortgagor, the license herein
granted shall automatically expire and terminate, without notice by Mortgagee
(any such notice being hereby expressly waived by Mortgagor).

                  SECTION 6.2 PERFECTION UPON RECORDATION. Mortgagor
acknowledges that Mortgagee has taken all actions necessary to obtain, and that
upon recordation of this Mortgage Mortgagee shall have, to the extent permitted
under applicable law, a valid and fully perfected, first priority, present
assignment of the Rents arising out of the Leases and all security for such
Leases. Mortgagor acknowledges and agrees that upon recordation of this
Mortgage. Mortgagee's interest in the Rents shall be deemed to be fully
perfected, "choate" and enforced as to Mortgagor and all third parties,
including, without limitation, any subsequently appointed trustee in any case
under Title 11 of the United States Code (the "BANKRUPTCY CODE"), without the
necessity of commencing a foreclosure action with respect to this Mortgage,
making formal demand for the Rents, obtaining the appointment of a receiver or
taking any other affirmative action.

                  SECTION 6.3 BANKRUPTCY PROVISIONS. Without limitation of the
absolute nature of the assignment of the Rents hereunder, Mortgagor and
Mortgagee agree that (a) this Mortgage shall constitute a "security agreement"
for purposes of Section 552(b) of the Bankruptcy Code, (b) the security interest
created by this Mortgage extends to property of Mortgagor acquired before the
commencement of a case in bankruptcy and to all amounts paid as Rents and (c)
such security interest shall extend to all Rents acquired by the estate after
the commencement of any case in bankruptcy.

                  SECTION 6.4 NO MERGER OF ESTATES. So long as part of the
Indebtedness and the Obligations secured hereby remain unpaid and undischarged,
the fee and leasehold estates to the Mortgaged Property shall not merge, but
shall remain separate and distinct, notwithstanding the union of such estates
either in Mortgagor, Mortgagee, any tenant or any third party by purchase or
otherwise.

                                   ARTICLE VII
                               SECURITY AGREEMENT

                                       8
<PAGE>

                  SECTION 7.1 SECURITY INTEREST. This Mortgage constitutes a
"security agreement" on personal property within the meaning of the UCC and
other applicable law and with respect to the Fixtures, Leases, Rents, Tax
Refunds, Proceeds, and Condemnation Awards. To this end. Mortgagor grants to
Mortgagee a first and prior security interest in the Fixtures, Leases, Rents,
Tax Refunds, Proceeds, Condemnation Awards and all other Mortgaged Property
which is personal property to secure the payment of the Indebtedness and
performance of the Obligations, and agrees that Mortgagee shall have all the
rights and remedies of a secured party under the UCC with respect to all such
personal property. Any notice of sale, disposition or other intended action by
Mortgagee with respect to the Fixtures, Leases, Rents, Tax Refunds, Proceeds,
and Condemnation Awards sent to Mortgagor at least ten (10) days prior to any
action under the UCC shall constitute reasonable notice to Mortgagor.

                  SECTION 7.2 FINANCING STATEMENTS; CHIEF EXECUTIVE OFFICE.
Mortgagor shall execute and deliver to Mortgagee, in form and substance
satisfactory to Mortgagee, such financing statements and such further assurances
as Mortgagee may, from time to time, reasonably consider necessary to create,
perfect and preserve Mortgagee's security interest hereunder and Mortgagee may
cause such statements and assurances to be recorded and filed, at such times and
places as may be required or permitted by law to so create, perfect and preserve
such security interest. Mortgagor's chief executive office is in the State of
Georgia at the address set forth in the first paragraph of this Mortgage.

                  SECTION 7.3 FIXTURE FILING. This Mortgage shall also
constitute a "fixture filing" for the purposes of the UCC against all of the
Mortgaged Property which is or is to become fixtures. The address of Mortgagor
(the debtor) and the address of Mortgagee (the secured party) appear in Exhibit
B attached to this Mortgage.

                                  ARTICLE VIII
                             [INTENTIONALLY OMITTED]

                                   ARTICLE IX
                                  MISCELLANEOUS

                  SECTION 9.1 NOTICES. Any notice required or permitted to be
given under this Mortgage shall be given in accordance with Section 10.1 of the
Credit Agreement.

                  SECTION 9.2 COVENANTS RUNNING WITH THE LAND. All Obligations
contained in this Mortgage are intended by Mortgagor and Mortgagee to be, and
shall be construed as, covenants running with the Mortgaged Property. As used
herein, "Mortgagor" shall refer to the party named in the first paragraph of
this Mortgage and to any subsequent owner of all or any portion of the Mortgaged
Property. All Persons who may have or acquire an interest in the Mortgaged
Property shall be deemed to have notice of, and be bound by, the terms of the
Credit Agreement and the other Credit Documents to the extent but only to the
extent they bind Mortgagor; however, no such party shall be entitled to any
rights thereunder without the prior written consent of Mortgagee.

                                       9
<PAGE>

                  SECTION 9.3 CHANGE IN TAX LAW. Upon the enactment of or change
in (including, without limitation, a change in interpretation of) any applicable
law (i) deducting or allowing Mortgagor to deduct from the value of the
Mortgaged Property for the purpose of taxation any lien or security interest
thereon or (ii) subjecting Mortgagee or any of the Lenders to any tax or
changing the basis of taxation of mortgages, deeds of trust, or other liens or
debts secured thereby, or the manner of collection of such taxes, in each such
case, so as to affect this Mortgage, the Indebtedness or Mortgagee, and the
result is to increase the taxes imposed upon or the cost to Mortgagee of
maintaining the Indebtedness, or to reduce the amount of any payments receivable
hereunder, then, and in any such event, Mortgagor shall, on demand, pay to
Mortgagee and the Lenders additional amounts to compensate for such increased
costs or reduced amounts, provided that if any such payment or reimbursement
shall be unlawful, or taxable to Mortgagee, or would constitute usury or render
the Indebtedness wholly or partially usurious under applicable law, then
Mortgagor shall pay or reimburse Mortgagee or the Lenders for payment of the
lawful and non-usurious portion thereof.

                  SECTION 9.4 MORTGAGE TAX. Mortgagor shall (i) pay when due any
tax imposed upon it or upon Mortgagee or any Lender pursuant to the tax law of
the state in which the Mortgaged Property is located in connection with the
execution, delivery and recordation of this Mortgage and any of the other Credit
Documents, and (ii) prepare, execute and file any form required to be prepared,
executed and filed in connection therewith.

                  SECTION 9.5 ATTORNEY IN FACT. Mortgagor hereby irrevocably
appoints Mortgagee and its successors and assigns, as its attorney-in-fact with
full power of substitution, which agency is coupled with an interest, (a) to
execute and/or record any notices of completion, cessation of labor or any other
notices that Mortgagee deems appropriate to protect Mortgagee's interest, if
Mortgagor shall fail to do so within thirty (30) days after written request by
Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this
Mortgage or the delivery of a deed in lieu of foreclosure, to execute all
instruments of assignment, conveyance or further assurance with respect to the
Fixtures, Leases, Rents, Tax Refunds, Proceeds, and Condemnation Awards in favor
of the grantee of any such deed and as may be necessary or desirable for such
purpose, (c) to prepare, execute and file or record financing statements,
continuation statements, applications for registration and like papers necessary
to create, perfect or preserve Mortgagee's security interests and rights in or
to any of the Mortgaged Property, and (d) upon the occurrence and during the
continuance of any Event of Default, to perform any obligation of Mortgagor
hereunder, however: (1) Mortgagee shall not under any circumstances be obligated
to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in
such performance shall be added to and included in the Indebtedness and shall
bear interest at the rate or rates at which interest is then computed on the
Indebtedness; (3) Mortgagee as such attorney-in-fact shall only be accountable
for such funds as are actually received by Mortgagee: and (4) Mortgagee shall
not be liable to Mortgagor or any other person or entity for any failure to take
any action which it is empowered to take under this Section 9.5.

                                       10
<PAGE>

                  SECTION 9.6 SUCCESSORS AND ASSIGNS. This Mortgage shall be
binding upon and inure to the benefit of Mortgagee and Mortgagor and their
respective successors and assigns. Except as otherwise permitted by the Credit
Agreement, Mortgagor shall not, without the prior written consent of Mortgagee,
assign any rights, duties or obligations hereunder.

                  SECTION 9.7 NO WAIVER. Any failure by Mortgagee or the Lenders
to insist upon strict performance of any of the terms, provisions or conditions
of this Mortgage shall not be deemed to be a waiver of same, and Mortgagee and
the Lenders shall have the right at any time to insist upon strict performance
of all of such terms, provisions and conditions.

                  SECTION 9.8 CREDIT AGREEMENT. If any conflict or inconsistency
exists between this Mortgage and the Credit Agreement, the Credit Agreement
shall govern.

                  SECTION 9.9 RELEASE OR RECONVEYANCE. Upon payment in full of
the Indebtedness and performance in full of the Obligations, Mortgagee, at
Mortgagor's expense, shall release the liens and security interests created by
this Mortgage or reconvey the Mortgaged Property to Mortgagor.

                  SECTION 9.10 WAIVER OF STAY, MORATORIUM AND SIMILAR RIGHTS.
Mortgagor agrees, to the full extent that it may lawfully do so, that it will
not at any time insist upon or plead or in any way take advantage of any stay,
marshalling of assets, extension, redemption or moratorium law now or hereafter
in force and effect so as to prevent or hinder the enforcement of the provisions
of this Mortgage or the Indebtedness secured hereby, or any rights or remedies
of Mortgagee hereunder.

                  SECTION 9.11 APPLICABLE LAW. The provisions of this Mortgage
regarding the creation, perfection and enforcement of the liens and security
interests herein granted shall be governed by and construed under the laws of
the state in which the Mortgaged Property is located. All other provisions of
this Mortgage shall be governed by the laws of the State of New York (including,
without limitation, Section 5 1401 of the General Obligations Law of the State
of New York), without regard to conflicts of laws principles.

                  SECTION 9.12 HEADINGS. The Article, Section and Subsection
titles hereof are inserted for convenience of reference only and shall in no way
alter, modify or define, or be used in construing, the text of such Articles,
Sections or Subsections.

                  SECTION 9.13 ENTIRE AGREEMENT. This Mortgage and the other
Credit Documents embody the entire agreement and understanding between Mortgagee
and Mortgagor and supersede all prior agreements and understandings between such
parties relating to the subject matter hereof and thereof. Accordingly, the
Credit Documents may not be contradicted by evidence of prior, contemporaneous
or subsequent oral agreements of the parties. There are no unwritten oral
agreements between the parties.

                                       11
<PAGE>

                  SECTION 9.14 REDUCTION OF SECURED AMOUNT. In the event that
the amount secured by the Mortgage is less than the aggregate Indebtedness
evidenced by the Mortgage Notes, then the amount secured shall be reduced only
by the last and final sums that Mortgagor or Borrower repays with respect to the
Indebtedness and shall not be reduced by any intervening repayments of the
Indebtedness. So long as the balance of the Indebtedness exceeds the amount
secured, any payments of the Indebtedness shall not be deemed to be applied
against, or to reduce, the portion of the Indebtedness secured by this Mortgage.
Such payments shall instead be deemed to reduce only such portions of the
Indebtedness as are secured by other collateral located outside of the state in
which the Mortgaged Property is located or as are unsecured.

                                    ARTICLE X
                              LOCAL LAW PROVISIONS

                  SECTION 10.1 1NCONSISTENCIES. In the event of any
inconsistencies between the terms and conditions of this Article 10 and the
other provisions of this Mortgage, the terms and conditions of this Article 10
shall control and be binding, except as to Section 9.8, in which event Section
9.8 shall control.

                  SECTION 10.2 STATUTORY PROVISIONS. Mortgagor hereby agrees to
the provisions of Sections 846.101 and 846.103, Wisconsin Statutes, as the same
may be amended or renumbered from time to time, providing for a reduced period
of redemption between foreclosure judgment and sale upon Mortgagee's waiving the
right to any judgment for deficiency, and consenting to Mortgagor's remaining in
possession of the Mortgaged Property and collecting all Rents therefrom, up to
the court's confirmation of the foreclosure sale.

                  SECTION 10.3 TERMINATION OF LICENSE TO COLLECT RENTS. In
addition to and without limiting the provisions of Section 6.1 hereof, the
revocable license therein granted from Mortgagee to Mortgagor permitting
Mortgagor to exercise all rights extended to the landlord under the Leases
(including the right to receive and collect all Rents and to hold the Rents in
trust for use in the payment and performance of the Obligations and to otherwise
use the same) shall automatically expire and terminate if, after the occurrence
and during the continuance of an Event of Default, at Mortgagee's option and in
addition to any other rights and remedies of Mortgagee under this Mortgage and
the other Credit Documents, Mortgagee: (a) takes possession of the Premises; (b)
moves or applies for the appointment of a receiver; (c) files or commences an
action to foreclose this Mortgage; (d) gives written or verbal notice to
Mortgagor that an Event of Default has occurred and is continuing; (e) sends a
notice to any of the tenants directing that Rents be paid directly to Mortgagee;
or (f) collects Rents directly from any of the tenants.

                                       12
<PAGE>

                  IN WITNESS WHEREOF, Mortgagor has on the date set forth in the
acknowledgment hereto, effective as of the date first above written, caused this
instrument to be duly EXECUTED AND DELIVERED by authority duly given.

MORTGAGOR:                                 THE SIMMONS MANUFACTURING
                                           CO.. LLC. a Delaware corporation

[Corporate Seal]                           By:   /s/ William S. Creekmuir
                                                 ---------------------------
                                           Name:  William S. Creekmuir
                                           Title: Executive Vice President

This instrument prepared by:
Jay Sobel, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, New York 10036

                                       13
<PAGE>

STATE OF NEW YORK  )
                   ) SS.:
COUNTY OF NEW YORK )

                  The foregoing instrument was acknowledged before me this 18
day of December, 2003. by /s/ WILLIAM S. CREEKMUIR as Executive Vice President
of THE SIMMONS MANUFACTURING CO., LLC on behalf of the corporation.

                                        /s/ Colin O'Connor
                                        -------------------------------------

                                        Print Name: Colin O'Connor

[Notarial Seal]                         Notary Public, New York, State
                                        of New York

                                        My Commission Expires: Sept. 28, 2006

                                                      [STAMP]

                                       N-1
<PAGE>

                                    EXHIBIT A

                                 (See attached)

                                    Exh. A-1

445053.04-New York Server 5A - MSW

<PAGE>

                                    EXHIBIT B

                                 UCC INFORMATION

DEBTOR:

Name:                                     The Simmons Manufacturing Co., LLC
Corporate Structure:                      a Delaware limited liability company
Notice Address:                           c/o Simmons Company
                                          One Concourse Parkway
                                          Suite 600
                                          Atlanta, Georgia 30328
                                          Attn: Roger Franklin

State in which Mortgagor's
Chief Executive Office is
located:                                  Georgia

SECURED PARTY:

Deutsche Bank AG, New York Branch
60 Wall Street
New York, New York 10005

Secured Party acts as Administrative Agent for the Lenders party from time to
time to the Credit Agreement. Information regarding the security interest held
by the Lenders, for which Secured Party acts as Administrative Agent, may be
obtained by contacting Secured Party at the address set forth above.

                                    Exh. B-1

445053.04-New York Server 5A - MSW

<PAGE>

                                                                    EXHIBIT L TO
                                                   CREDIT AND GUARANTY AGREEMENT

                          CERTAIN ADJUSTMENTS TO EBITDA

<TABLE>
<CAPTION>
FOUR-FISCAL QUARTER PERIOD ENDING:              CONSOLIDATED ADJUSTED EBITDA:
<S>                                             <C>
March 31,2003                                            $29,066,000
June 30, 2003                                            $30,212,000
September 30, 2003                                       $37,117,000
</TABLE>

                                  EXHIBIT L-1

EXHIBITS TO                                                            EXECUTION
CREDIT AND GUARANTY AGREEMENT
443102-New York Server 5A

<PAGE>

                                                                    EXHIBIT M TO
                                                   CREDIT AND GUARANTY AGREEMENT

                                JOINDER AGREEMENT

                  THIS JOINDER AGREEMENT, dated as of [_________________ ____,
200_] (this "AGREEMENT"), by and among [NEW LENDERS] (each a "LENDER" and
collectively the "LENDERS"), THL-SC BEDDING COMPANY ("HOLDINGS"), SIMMONS
COMPANY (as successor to THL Bedding Company), a Delaware corporation
("COMPANY"), CERTAIN SUBSIDIARIES OF COMPANY, as Guarantors ("SUBSIDIARIES"),
GOLDMAN SACHS CREDIT PARTNERS L.P., and DEUTSCHE BANK AG, NEW YORK BRANCH, as
Administrative Agent.

                                    RECITALS:

                  WHEREAS, reference is hereby made to the CREDIT AND GUARANTY
AGREEMENT, dated as of December 19, 2003 (as it may be amended, supplemented or
otherwise modified, the "CREDIT AGREEMENT"; the terms defined therein and not
otherwise defined herein being used herein as therein defined), by and among
HOLDINGS, COMPANY, certain Subsidiaries of Company, as Guarantors, the Lenders
party thereto from time to time, GOLDMAN SACHS CREDIT PARTNERS L.P., as Sole
Bookrunner, Joint Lead Arranger and Co-Syndication Agent, UBS SECURITIES, LLC,
as Joint Lead Arranger and Co-Syndication Agent, DEUTSCHE BANK AG, NEW YORK
BRANCH, as Administrative Agent and as Collateral Agent, GENERAL ELECTRIC
CAPITAL CORPORATION, as Co-Documentation Agent, and CIT LENDING SERVICES
CORPORATION, as Co-Documentation Agent; and

                  WHEREAS, subject to the terms and conditions of the Credit
Agreement, Company may increase the existing Revolving Loan Commitments and/or
obtain New Term Loan Commitments by entering into one or more Joinder Agreements
with the New Term Loan Lenders and/or New Revolving Loan Lenders, as applicable.

                  NOW, THEREFORE, in consideration of the premises and
agreements, provisions and covenants herein contained, the parties hereto agree
as follows:

                  Each Lender party hereto hereby agrees to commit to provide
its respective Commitment as set forth on Schedule A annexed hereto, on the
terms and subject to the conditions set forth below:

                  Each Lender (i) confirms that it has received a copy of the
Credit Agreement and the other Credit Documents, together with copies of the
financial statements referred to therein and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Joinder Agreement (this "AGREEMENT"); (ii) agrees
that it will, independently and without reliance upon the Administrative Agent
or any other Lender or Agent and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Credit Agreement; (iii) appoints and
authorizes Administrative Agent, the Collateral Agent and each Co-Syndication
Agent to take such action as agent on its behalf and to exercise such powers
under the Credit Agreement and the other Credit Documents as are delegated to
Administrative Agent, the Collateral Agent and each Co-Syndication Agent, as
the case may be, by the terms thereof, together with such powers as are
reasonably incidental thereto; and (iv) agrees that it will perform in
accordance with their terms all of the obligations which by the terms of the
Credit Agreement are required to be performed by it as a Lender.

                                   EXHIBIT M-l

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CREDIT AND GUARANTY AGREEMENT                                          EXECUTION
443102-New York Server 5A
<PAGE>

         Each Lender hereby agrees to make its Commitment on the following terms
and conditions(1):

1.       APPLICABLE MARGIN: The Applicable Margin for each Series [   ] New Term
         Loan shall mean, as of any date of determination, a percentage per
         annum as set forth below:

<TABLE>
<CAPTION>
         SERIES [   ] NEW TERM LOANS
--------------------------------------------------
    TOTAL           EURODOLLAR
LEVERAGE RATIO      RATE LOANS     BASE RATE LOANS
--------------------------------------------------
<S>                 <C>            <C>
____:____               %                  %
</TABLE>

2.       PRINCIPAL PAYMENTS. Company shall make principal payments on the Series
         [  ] New Term Loans in installments on the dates and in the amounts set
         forth below:

<TABLE>
<CAPTION>
       (A)                       (B)
                              SCHEDULED
    PAYMENT                 REPAYMENT OF
      DATE             SERIES[ ] NEW TERM LOANS
-----------------------------------------------
<S>                    <C>
                            $____________

                            $____________

                            $____________

                            $____________

                            $____________

                            $____________

                            $____________

                            $____________

                            $____________

                            $____________

                            $____________

                            $____________
</TABLE>

-----------------
(1) Insert completed items 1 - 7 as applicable, with respect to New Term Loans
         with such modifications as may be agreed to by the parties hereto to
         the extent consistent with Section 2.25 of the Credit Agreement.

                                   EXHIBIT M-2
EXHIBITS TO
CREDIT AND GUARANTY AGREEMENT                                          EXECUTION
443102-New York Server 5A

<PAGE>

<TABLE>
<CAPTION>
      (A)                        (B)
                              SCHEDULED
    PAYMENT                 REPAYMENT OF
     DATE              SERIES [ ] NEW TERM LOANS
------------------------------------------------
<S>                    <C>
                            $____________

                            $____________

TOTAL                       $____________
</TABLE>

3.       VOLUNTARY AND MANDATORY PREPAYMENTS. Scheduled installments of
         principal of the [Series [ ]] New Term Loans set forth above shall be
         reduced in connection with any voluntary or mandatory prepayments of
         the [Series [ ]] New Term Loans in accordance with Sections 2.11, 2.12
         and 2.13 of the Credit Agreement respectively.

4.       PROPOSED BORROWING. This Agreement represents Company's request to
         borrow [Series [ ] New Term Loans] from New Term Loan Lender as follows
         (the "PROPOSED BORROWING"):

         a.       Business Day of Proposed Borrowing: _____________,________

         b.       Amount of Proposed Borrowing: $_________________________

         c.                     Interest rate option:    [ ]   a.     Base Rate
                                     Loan( s)

                                [ ] b. Eurodollar Rate
                                       Loans with an
                                       initial Interest
                                       Period of __month(s)

5.       [NEW LENDERS. Each [New Term Loan Lender] [New Revolving Loan Lender]
         acknowledges and agrees that upon its execution of this Agreement [and
         the making of [New Term Loans] Series ________, New Term Loans] that
         such [New Term Loan Lender] [New Revolving Loan Lender] shall become a
         "Lender" under, and for all purposes of, the Credit Agreement and the
         other Credit Documents, and shall be subject to and bound by the terms
         thereof, and shall perform all the obligations of and shall have all
         rights of a Lender therender.](2)

6.       CREDIT AGREEMENT GOVERNS. Except as set forth in this Agreement, [New
         Revolving Loans] [Series [ ] New Term Loans] shall otherwise be subject
         to the provisions of the Credit Agreement and the other Credit
         Documents.

7.       COMPANY'S CERTIFICATIONS. By its execution of this Agreement, the
         undersigned officer, to his or her knowledge, on behalf of Company, and
         not individually, hereby certifies that:

                  i.       The representations and warranties contained in the
                           Credit Agreement and the other Credit Documents are
                           true and correct in all material respects on and as
                           of the date hereof to the same extent as though made
                           on and as of the date hereof, except to the extent
                           such representations and warranties specifically
                           relate to an

-----------------------
(2) Insert bracketed language if the lending institution is not already a
Lender.

                                   EXHIBIT M-3
EXHIBITS TO
CREDIT AND GUARANTY AGREEMENT                                          EXECUTION
443102-New York Server 5A

<PAGE>

                           earlier date, in which case such representations and
                           warranties were true and correct in all material
                           respects on and as of such earlier date; and

                  ii.      No event has occurred and is continuing or would
                           result from the consummation of the Proposed
                           Borrowing contemplated hereby that would constitute a
                           Default or an Event of Default.

8.       COMPANY COVENANTS. By its execution of this Agreement, Company hereby
         covenants that:

                  i.       [COMPANY shall make any payments required pursuant to
                           Section 2.18(c) of the Credit Agreement in connection
                           with the New Revolving Loan commitments](3)

                  ii.      COMPANY shall deliver or cause to be delivered a
                           legal opinion from Weil, Gotshal & Manges LLP,
                           together with all other documents reasonably
                           requested by Administrative Agent in connection with
                           this Agreement; and

                  iii.     Set forth on the attached Officers' Certificate are
                           the calculations (in reasonable detail) demonstrating
                           compliance on a Pro Forma Basis with the financial
                           tests described in Section 6.6 of the Credit
                           Agreement.

9.       ELIGIBLE ASSIGNEE. By its execution of this Agreement, each [New Term
         Loan Lender] [New Revolving Loan Lender] represents and warrants that
         it is an Eligible Assignee.

10.      NOTICE. For purposes of the Credit Agreement, the initial notice
         address of each [New Term Loan Lender] [New Revolving Loan Lender]
         shall be as set forth below its signature below.

10.      TAX CERTIFICATIONS. For each [New Revolving Loan Lender] [New Term Loan
         Lender], delivered herewith to Administrative Agent are such forms,
         certificates or other evidence with respect to United States federal
         income tax withholding matters as such [New Revolving Loan Lender] [New
         Term Loan Lender] may be required to deliver to Administrative Agent
         pursuant to the Credit Agreement.

12.      RECORDATION OF THE NEW LOANS. Upon execution and delivery hereof,
         Administrative Agent will record the [Series [ ] New Terms Loan] [New
         Revolving Loans] made by [New Term Loan Lenders] [New Revolving Loan
         Lenders] in the Register.

13.      AMENDMENT, MODIFICATION AND WAIVER. This Agreement may not be amended,
         modified or waived except by an instrument or instruments in writing
         signed and delivered on behalf of each of the parties hereto.

14.      ENTIRE AGREEMENT. This Agreement, the Credit Agreement and the other
         Credit Documents constitute the entire agreement among the parties with
         respect to the subject matter hereof and thereof and supersede all
         other prior agreements and understandings, both written and verbal,
         among the parties or any of them with respect to the subject matter
         hereof.

15.      GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
         PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE

----------------------
(3) Select this provision in the circumstance where the Lender is a New
Revolving Loan Lender.

                                   EXHIBIT M-4

EXHIBITS TO
CREDIT AND GUARANTY AGREEMENT                                          EXECUTION
443102-New York Server 5A

<PAGE>

         CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
         YORK.

16.      SEVERABILITY. Any term or provision of this Agreement which is invalid
         or unenforceable in any jurisdiction shall, as to that jurisdiction, be
         ineffective to the extent of such invalidity or unenforceability
         without rendering invalid or unenforceable the remaining terms and
         provisions of this Agreement or affecting the validity or
         enforceability of any of the terms or provisions of this Agreement in
         any other jurisdiction. If any provision of this Agreement is so broad
         as to be unenforceable, the provision shall be interpreted to be only
         so broad as would be enforceable.

17.      COUNTERPARTS. This Agreement may be executed in counterparts, each of
         which shall be deemed to be an original, but all of which shall
         constitute one and the same agreement.

            [The remainder of this page is intentionally left blank.]

                                   EXHIBIT M-5

EXHIBITS TO
CREDIT AND GUARANTY AGREEMENT                                          EXECUTION
443102-New York Server 5A

<PAGE>

                  IN WITNESS WHEREOF, each of the undersigned has caused its
duly authorized officer to execute and deliver this Joinder Agreement as of the
date above first written.

                                [NAME OF LENDER]

                                By:_________________________________________
                                Name:
                                Title:

                                Notice Address:

                                Attention:
                                Telephone:
                                Facsimile:

                                SIMMONS COMPANY

                                By: ________________________________________
                                Name:
                                Title:

                                [ADD ALL GUARANTORS]

                                   EXHIBIT M-6
EXHIBITS TO
CREDIT AND GUARANTY AGREEMENT                                          EXECUTION
443102-New York Server 5A

<PAGE>

CONSENTED TO BY:

GOLDMAN SACHS CREDIT PARTNERS, L.P.

By:   _________________________
      Name:
      Title:

DEUTSCHE BANK AG, NEW YORK BRANCH
as Administrative Agent

By:   _________________________
      Name:
      Title:

                                   EXHIBIT M-7
EXHIBITS TO
CREDIT AND GUARANTY AGREEMENT                                          EXECUTION
443102-New York Server 5A

<PAGE>

                                                                      SCHEDULE A
                                                            TO JOINDER AGREEMENT

<TABLE>
<CAPTION>
NAME OF LENDER            TYPE OF COMMITMENT                       AMOUNT
--------------        --------------------------        -----------------------------
<S>                   <C>                               <C>
[           ]         [New Term Loan Commitment]                     $ ______________
                      [New Revolving Loan
                      Commitment]

                                                        Total: $________________
</TABLE>

                                   EXHIBIT M-8
EXHIBITS TO
CREDIT AND GUARANTY AGREEMENT                                          EXECUTION
443102-New York Server 5A

<PAGE>

                                                                    EXHIBIT N TO
                                                   CREDIT AND GUARANTY AGREEMENT

                                    See TAB 3

                                   EXHIBIT N-1
EXHIBITS TO
CREDIT AND GUARANTY AGREEMENT                                          EXECUTION
443102-New York Server 5A