ex10_1.htm


     

     

    FORBEARANCE AGREEMENT TO
INDENTURE

     

    This
FORBEARANCE AGREEMENT TO INDENTURE (this “Agreement”) is
entered into as of February 4, 2009, by and among Simmons Bedding Company, a
Delaware corporation (the “Company”), the
Guarantors (as defined in the Indenture (as defined below)), and the Holders (as
defined in the Indenture) party hereto.  Capitalized terms used but
not otherwise defined herein shall have the respective meanings ascribed to such
terms in the Indenture.

     

     

    RECITALS

     

    A. The
Company, the Guarantors and Wells Fargo Bank Minnesota, National Association, as
trustee (in such capacity, “Trustee”), are
parties to that certain Indenture dated as of December 19, 2003, (as
amended, restated, amended and restated, supplemented or otherwise modified from
time to time, the “Indenture”), pursuant
to which those certain 7.875% Senior Subordinated Notes due 2014 (the “Notes”) were
issued.

     

    B. As of the
date hereof, the Defaults or Events of Default listed on Exhibit A hereto have
either occurred and are continuing as of the date hereof or are expected to
occur prior to the expiration of the Forbearance Period (as hereinafter defined)
(collectively, the “Specified
Defaults”).

     

    C. Certain
of the Holders party hereto collectively holding approximately 60% of the
outstanding aggregate principal amount of the Notes are members of an ad-hoc
group of Holders (the “Noteholder Group”),
which is represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP (“Paul
Weiss”).

     

    D. Upon the
Company’s request, the Holders have agreed, subject to the terms and conditions
set forth herein, to (i) forbear from exercising their default-related
rights and remedies against the Company and the Guarantors with respect to the
Specified Defaults and (ii) direct the Trustee to refrain from exercising any
such rights and remedies on the Holders’ behalf with respect to the Specified
Defaults.

     

    NOW,
THEREFORE, in consideration of the foregoing, the terms, covenants and
conditions contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

     

     

    SECTION
1. Confirmation by Company of
Specified Defaults

     

    The
Company and each Guarantor acknowledge and agree that each of the Specified
Defaults constitutes a Default or Event of Default that has occurred and is
continuing as of the date hereof or is expected to occur and continue during the
Forbearance Period, as the case may be.  During the Forbearance Period
(as defined below), in the absence of this Agreement, the existence of certain
of the Specified Defaults would permit the Holders of more than 25% of the
outstanding principal amount of the Notes or the Trustee to, among other things,
(A) accelerate or give notice of acceleration of all or any portion of the
obligations under the Indenture (collectively, the “Obligations”),
(B) commence any legal or other action to collect any or all of the
Obligations from the Company or any Guarantor, and/or (C) take any other
enforcement action or otherwise exercise any or all rights and remedies provided
for by the Indenture or applicable law (the actions described in
clauses (A) through (C) above, the “Remedial
Actions”).

     

     

    
      	
              SECTION
      2.  

            	
              Forbearance Default
      Rights and Remedies

            


    

     

    (a) Effective
as of the Forbearance Effective Date (as hereinafter defined), each Holder party
hereto agrees that until the expiration or termination of the Forbearance
Period, it will temporarily forbear from exercising its default-related rights
and remedies, including, without limitation, taking any Remedial Action or
joining in any notice of acceleration against the Company or any Guarantor
solely with respect to the Specified Defaults.  As used herein, the
term “Forbearance
Period” shall mean the period beginning on the Forbearance Effective Date
and ending on the earlier to occur of (i) 11:59 p.m. (New York City time)
on March 31, 2009; and (ii) the delivery by Paul Weiss, as counsel to the
Noteholder Group, to the Company of a written notice terminating the Forbearance
Period upon the occurrence of a Forbearance Default (as defined below); provided, however, that
notwithstanding the foregoing, this Agreement shall immediately terminate upon
the occurrence of a Forbearance Default under subsections (A), (B), and (D) in
the next sentence, without the need for delivery of any notice.  As
used herein, the term “Forbearance Default”
shall mean (A) the occurrence of any Event of Default other than the
Specified Defaults; (B) the occurrence of the Second Forbearance
Termination Date under that certain Second Forbearance Agreement dated as of
December 10, 2008, as amended, restated, amended and restated, supplemented
or otherwise modified from time to time (the “Lenders’ Forbearance
Agreement”), by and among the Company, THL-SC Bedding Company, certain
subsidiaries of the Company party to the Credit Agreement, the financial
institutions party thereto as lenders under the Credit Agreement, and Deutsche
Bank AG, New York Branch, individually as a lender and as administrative agent
for the lenders under the Credit Agreement; (C) the failure by the Company after
receipt of a notice from the Noteholder Group or Paul Weiss of the Company’s
failure to pay timely the invoiced fees and out-of-pocket expenses of Paul Weiss
and The Blackstone Group (“Blackstone”) in each
case in accordance with the terms of the applicable engagement letter, which
failure remains uncured by the Company for three (3) Business Days following
receipt of such notice; (D) the Company’s termination of the Paul Weiss or
Blackstone engagement letter; or (E) the Company’s failure to comply with any of
its covenants and agreements hereunder (other than Section 3(f)(ii)), or the
failure of any of the Company’s representations or warranties hereunder to be
true or correct in any material respect, which failure remains uncured by the
Company for three (3) Business Days following receipt of notice from the
Noteholder Group or Paul Weiss pursuant to Section 2(a)(ii) above.

     

    (b) Upon the
termination or expiration of the Forbearance Period, the agreement of each
Holder party hereto to forbear from exercising its default-related rights and
remedies shall immediately terminate without the requirement of any demand,
presentment, protest, or notice of any kind, all of which the Company and the
Guarantors each waive.  The Company and the Guarantors each agree that
each Holder and Trustee may at any time after the expiration or termination of
the Forbearance Period proceed to exercise any and all of its rights and
remedies under the Indenture and/or applicable law, all of which rights and
remedies are fully reserved by each Holder and Trustee.

     

    (c) None of
the Holders shall have any obligation to extend the Forbearance Period, or enter
into any waiver, other forbearance or amendment, and each Holder’s agreement to
permit any such extension, or to enter into any other waiver, forbearance or
amendment shall be subject to its sole discretion.  Any agreement by
any Holder to extend the Forbearance Period, if any, or to enter into any
waiver, other forbearance or amendment, must be set forth in writing and signed
by a duly authorized signatory of the relevant Holder.  The Company
and each Guarantor acknowledge that the Holders have not made any assurance
concerning any possibility of an extension of the Forbearance Period or the
entering into of any waiver, forbearance or amendment.

     

    (d) Each
Holder hereby agrees that during the Forbearance Period it will not sell,
assign, pledge, hypothecate or otherwise transfer (each, a “Transfer”) any Notes
(or any rights in respect thereof, including the right to vote), except to a
purchaser or other entity who is already a party hereto or who,
contemporaneously with any such Transfer, agrees to be bound by all of the terms
of this Agreement with respect to the relevant Notes being Transferred to such
purchaser by executing a joinder to this Agreement in the form attached as
Exhibit B.  Each of the undersigned Holders hereby agrees to provide
Paul Weiss with written notice, within five (5) Business Days, of any Transfer
during the Forbearance Period, of any Notes (or any rights in respect thereof,
including the right to vote) held by such Holder as of the execution date of
this Agreement unless the transferee of such Transfer is a Holder that is
already a signatory to this Agreement.  Any Transfer in accordance
with the foregoing terms shall be deemed to have been consented to by the
Company.

     

    (e) The
Holders hereby direct Trustee not take any Remedial Action, including without
limitation, any action to accelerate the Notes during the Forbearance Period,
due to the Specified Defaults.  In the event that Trustee takes any
action to declare all of the Notes immediately due and payable pursuant to
Section 6.02 of the Indenture during the Forbearance Period solely due to the
Specified Defaults, the Holders agree, pursuant to Section 6.04 of the
Indenture, to promptly rescind and cancel such acceleration; provided, however, that if the
Holders rescind and cancel such acceleration by Trustee in accordance with
Section 6.04 of the Indenture, each Holder shall defer its right to receive any
cure of the Specified Defaults until the termination of the Forbearance
Period.

     

     

    SECTION
3. Representations, Warranties
and Covenants of Company and Guarantors

     

    To induce
the Holders to execute and deliver this Agreement, each of the Company and the
Guarantors represents, warrants and covenants that:

     

    (a) Corporate Power and
Authority.  It has all requisite corporate or other
organizational power and authority to enter into this Agreement and to carry out
the transactions contemplated by, and perform its obligations under, this
Agreement.

     

    (b) Authorization of
Agreements.  The execution and delivery of this Agreement and
the performance of this Agreement have been duly authorized by all necessary
corporate or other organizational action on its part.

     

    (c) No Conflict.  The
execution and delivery of this Agreement and the performance of this Agreement
and the consummation of the transactions contemplated hereby do not and will not
(A) contravene its certificate of incorporation or by-laws or limited
partnership or other constituent documents, (B) violate any
(i) applicable material requirement of law or (ii) material order or
decree of any governmental authority or arbitrator applicable to it,
(C) materially conflict with or result in the breach of, or constitute a
default under, or result in or permit the termination or acceleration of, any of
its material contractual obligations, or (D) result in the creation or
imposition of any material lien or encumbrance upon any of its material
property.

     

    (d) Binding
Obligation.  This Agreement has been duly executed and
delivered by it and constitutes a legal, valid and binding obligation of it to
the extent a party hereto enforceable against it in accordance with its terms,
except as enforceability may be limited by bankruptcy, insolvency, moratorium,
reorganization or other similar laws limiting creditors’ rights generally and
except as enforceability may be limited by general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).

     

    (e) Absence of
Default.  As of the date hereof, except for the Specified
Defaults, no Default or Event of Default has occurred or is continuing under the
Indenture.

     

    (f) Cooperation and
Access.  The Company shall cooperate with Paul Weiss and
Blackstone and such other professional advisors retained from time to time by
the Noteholder Group (it being understood that the fees and expenses of any such
additional advisors shall not be required to be paid by the Company or any of
its Affiliates to the extent such payment would result in the termination of the
Second Forbearance Period pursuant to Section 2 of the Lenders’ Forbearance
Agreement), (i) by providing reasonable access to the Company’s and Guarantors’
books, records, properties and senior management team upon reasonable prior
notice, during regular business hours and for reasonable durational periods, and
(ii) by negotiating with the Noteholder Group in good faith; provided, however,
that the failure of the Company to negotiate with the Noteholder Group in good
faith shall not result in a Forbearance Default pursuant to Section 2
hereunder.

     

    (g) Management
Discussions.  The Company shall (i) cause its senior management
team, and use its commercially reasonable efforts to cause Miller Buckfire and
other appropriate legal advisors, to discuss (at the option of the Company, in
person or telephonically), on a bi-weekly basis during regular business hours
and for reasonable durational periods (any such discussions to occur at mutually
agreeable times), with Paul Weiss and Blackstone and such other professional
advisors retained from time to time by the Noteholder Group (it being understood
that the fees and expenses of any such additional advisors shall not be required
to be paid by the Company or any of its Affiliates to the extent such payment
would result in the termination of the Second Forbearance Period pursuant to
Section 2 of the Lenders’ Forbearance Agreement), the ongoing financial
performance and operations and progress with respect to the restructuring
process; and (ii) deliver to Paul Weiss and Blackstone (other than with respect
to equity financing proposals) the same information in the same time frame as
that which is provided under Section 5(h) of the Lenders’ Forbearance
Agreement.

     

    (h) Financial and Other
Information.  In addition to any reports required to be
provided under the Indenture, the Company shall deliver to Paul Weiss and
Blackstone in the form provided under the Lenders’ Forbearance
Agreement:

     

    
      	
              (i)  

            	
              on
      Wednesday (or the immediately succeeding Business Day if Wednesday is not
      a Business Day) of each week (commencing with the first Wednesday
      following the effectiveness hereof) a rolling 13-week consolidated cash
      flow forecast, in the form delivered to the lenders (or their advisors)
      party to the Lenders’ Forbearance Agreement (the “13-Week Cash Flow
      Forecast”).  Each delivery of the 13-Week Cash Flow
      Forecast shall be deemed to be a representation by the Company that such
      13-Week Cash Flow Forecast has been prepared based upon good faith
      estimates and assumptions that the Company believes were reasonable at the
      time made (it being understood and agreed that such 13-Week Cash Flow
      Forecast is not to be viewed as a fact and that actual results during the
      period or periods covered thereby may differ from such projected results)
      and shall be accompanied by a certification of the chief financial officer
      or such other financial officer that is a Responsible Officer (as defined
      in the Lenders’ Forbearance Agreement) that such 13-Week Cash Flow
      Forecast has been prepared based upon good faith estimates and assumptions
      that the Company believes were reasonable at the time made (it being
      understood that such 13-Week Cash Flow Forecast is not to be viewed as
      fact and that actual results during the period or periods covered thereby
      may differ from such projected
results);

            


    

     

    
      	
              (ii)  

            	
              on
      Wednesday (or the immediately succeeding Business Day if Wednesday is not
      a Business Day) of each week (commencing with the first Wednesday
      following the effectiveness hereof), a variance report showing on a line
      item basis the percentage and dollar variance of actual cash disbursements
      and cash receipts for the prior week from the amounts set forth for such
      week in the applicable 13-Week Cash Flow Forecast;
  and

            


    

     

    
      	
              (iii)  

            	
              as
      soon as available and in any event within twenty-five (25) days after the
      end of each month ending after the Forbearance Effective Date (as defined
      below), the unaudited consolidated balance sheet of the Company and its
      Subsidiaries as of the end of such month and the related unaudited
      consolidated statements of income, stockholders’ equity and cash flows of
      the Company and its Subsidiaries for such month and for the portion of the
      Company’s Fiscal Year then elapsed, setting forth in each case in
      comparative form the corresponding figures for the preceding fiscal year
      and the corresponding figures set forth in the Long Term Business Plan (as
      defined in the Lenders’ Forbearance Agreement), together with a CFO
      Certification and MD&A (as defined in the Lenders’ Forbearance
      Agreement) with respect to the
foregoing.

            


    

     

     

    SECTION
4. Representation of the
Holders

     

    Each
Holder party hereto severally represents that on the date hereof it is the
beneficial owner and/or investment advisor or manager of discretionary accounts
for the holders or beneficial owners of not less than the aggregate principal
amount of the Notes set forth on a version of its signature page hereof provided
by it to Paul Weiss.

     

     

    SECTION
5. Ratification of
Liability

     

    Each of
the Company and the Guarantors hereby ratifies and reaffirms (a) that the
aggregate outstanding principal amount of the Notes is $200,000,000 and the
accrued and unpaid interest through the date hereof is $8,754,375, and (b) all
of its payment and performance obligations under this Agreement and the
Indenture, including, without limitation, the obligation to pay interest at the
default rate, in accordance with sections 2.12 and 4.01 of the Indenture,
commencing on January 15, 2009.  The Company and each Guarantor
acknowledges receipt of a copy of this Agreement and all other agreements,
documents, and instruments executed and/or delivered in connection herewith,
(ii) consents to the terms and conditions of same, and (iii) agrees and
acknowledges that the Indenture remains in full force and effect and is hereby
ratified and confirmed.

     

     

    SECTION
6. Release of
Holders

     

    (a) Upon the effectiveness
hereof and in consideration of the mutual covenants contained herein and
other
accommodations granted to the Company and the Guarantors hereunder, each of the
Company and Guarantors party hereto, on behalf of itself and each of its
Subsidiaries, and its or their successors, assigns and agents (collectively, the
“Releasing
Parties”), hereby expressly forever waives, releases and discharges any
and all claims (including, without limitation, cross-claims, counterclaims, and
rights of setoff and recoupment), causes of action (whether direct or derivative
in nature), demands, suits, costs, expenses and damages (collectively, the
“Claims”) any
of them may have or allege to have as of the date of this Agreement (and all
defenses that may arise out of any of the foregoing) of any nature, description,
or kind whatsoever, based in whole or in part on facts, whether actual,
contingent or otherwise, now known, unknown, or subsequently discovered, whether
arising in law, at equity or otherwise, against the Holders in any capacity,
their respective affiliates, agents, principals, managers, managing members,
members, stockholders, “controlling persons” (within the meaning of the United
States federal securities laws), directors, officers, employees, attorneys,
consultants, advisors, agents, trusts, trustors, beneficiaries, heirs, executors
and administrators of each of the foregoing (collectively, the “Released Parties”)
involving or otherwise relating to this Agreement or any of the other agreements
entered into in connection herewith, the Indenture or any or all of the actions
and transactions contemplated hereby or thereby, including, without limitation,
any actual or alleged performance or nonperformance by any of the Released
Parties hereunder or thereunder.  Each of the Releasing Parties hereby
acknowledges that the agreements in this Section 6(a) are intended to be in full
satisfaction of all or any alleged injuries or damages arising in connection
with the Claims.  In entering into this Agreement, each of the
Releasing Parties expressly disclaims any reliance on any representations, acts,
or omissions by any of the Released Parties and hereby agrees and acknowledges
that the validity and effectiveness of the releases set forth above does not
depend in any way on any such representation, acts and/or omissions or the
accuracy, completeness, or validity thereof.  The provisions of this
Section 6 shall survive the termination or expiration of the Forbearance Period
and the termination of the Indenture and the payment in full of all obligations
of any Releasing Party under or in respect of the Indenture and all other
amounts owing thereunder.

     

    (b) Each of
the Releasing Parties represents and warrants that it has not assigned to any
Person any Claim, other than to Deutsche Bank AG, New York Branch, as Collateral
Agent, pursuant to that certain Pledge and Security Agreement, dated as of
December 19, 2003, by and among the Grantors party thereto and the
Collateral Agent.  In the event that the foregoing representation and
warranty is, or is purported to be, untrue, each of the Releasing
Parties agrees
to indemnify and hold harmless the Released Parties against, and to pay, any and
all actions, demands, obligations, causes of action, decrees, awards, claims,
liabilities, losses and costs (including, but not limited to, reasonable
expenses of investigation and fees and expenses of counsel) that any of the
Released Parties may sustain or incur as a result of the breach or purported
warranty.

     

     

    SECTION
7. Reference to and Effect Upon
the Indenture

     

    (a) Except as
expressly modified hereby, all terms, conditions, covenants, representations and
warranties contained in the Indenture, and all rights of the Holders and Trustee
and all of the Obligations, shall remain in full force and
effect.  Each of the Company and each Guarantor hereby confirms that
it has no right of setoff, recoupment or other offset with respect to any of the
Obligations.

     

    (b) Except as
expressly set forth herein, the effectiveness of this Agreement shall not
directly or indirectly (i) create any obligation to continue to defer any
Remedial Action after the occurrence of any Forbearance Default; (ii) constitute
a consent or waiver of any past, present or future violations of any provisions
of the Indenture; (iii) amend, modify or operate as a waiver of any provision of
the Indenture or any right, power or remedy of the Holders and/or Trustee; (iv)
constitute a consent to any merger or other transaction or to any sale,
restructuring or refinancing transaction; (v) constitute a course of
dealing or other basis for altering any Obligations or any other contract or
instrument.  Except as expressly set forth herein, each Holder and
Trustee reserves all of its rights, powers, and remedies under the Indenture and
applicable law.  All of the provisions of the Indenture are hereby
reiterated, and if ever waived, are hereby reinstated.

     

    (c) This
Agreement shall not be deemed or construed to be a satisfaction, reinstatement,
novation or release of the Indenture or the Notes issued pursuant
thereto.

     

     

    SECTION
8. Construction

     

    This
Agreement and all other agreements and documents executed and/or delivered in
connection herewith have been prepared through the joint efforts of all of the
parties hereto.  Neither the provisions of this Agreement or any such
other agreements and documents nor any alleged ambiguity therein shall be
interpreted or resolved against any party on the ground that such party or its
counsel drafted this Agreement or such other agreements and documents, or based
on any other rule of strict construction.  Each of the parties hereto
represents and declares that such party has carefully read this Agreement and
all other agreements and documents executed in connection therewith, and that
such party knows the contents thereof and signs the same freely and
voluntarily.  The parties hereto acknowledge that they have been
represented by legal counsel of their own choosing in negotiations for and
preparation of this Agreement and all other agreements and documents executed in
connection herewith and that each of them has read the same and had their
contents fully explained by such counsel and is fully aware of their contents
and legal effect.

     

     

    SECTION
9. Counterparts

     

    This
Agreement may be executed in any number of counterparts, each of which when so
executed shall be deemed an original, but all such counterparts shall constitute
one and the same instrument, and all signatures need not appear on any one
counterpart.  Any party hereto may execute and deliver a counterpart
of this Agreement by delivering by facsimile or other electronic transmission a
signature page of this Agreement signed by such party, and any such facsimile or
other electronic signature shall be treated in all respects as having the same
effect as an original signature.

     

     

    SECTION
10. Severability

     

    The
invalidity, illegality, or unenforceability of any provision in or obligation
under this Agreement in any jurisdiction shall not affect or impair the
validity, legality, or enforceability of the remaining provisions or obligations
under this Agreement or of such provision or obligation in any other
jurisdiction.

     

     

    SECTION
11. Section
Headings

     

    Section
headings in this Agreement are included herein for convenience of reference only
and shall not constitute part of this Agreement for any other
purpose.

     

     

    SECTION
12. Notices

     

    All
notices, requests, and demands to or upon the respective parties hereto shall be
given in accordance with the Indenture, provided that copies of all
such notices, requests and demands shall also be provided to Paul
Weiss.

     

     

    SECTION
13. Effectiveness

     

    This
Agreement shall become effective upon the receipt of duly executed signature
pages for this Agreement signed by more than 50% of the Holders, the Company and
the Guarantors (the date upon which such receipt occurs, the “Forbearance Effective
Date”).  Paul Weiss will notify the Company upon receipt of
signature pages from Holders in accordance with Section 4 hereof holding in the
aggregate more than $100,000,000 in principal amount of the Notes.

     

    This
Agreement shall be effective as to the Holders, the Company, and the Guarantors
in accordance with this Section 13 hereof regardless of whether the Trustee
executes this Agreement.

     

     

    SECTION
14. Direction to
Trustee

     

    The
Holders’ agreement to forbear as provided herein shall constitute a direction
from such Holders to the Trustee to similarly forbear during the Forbearance
Period.

     

     

    SECTION
15. Assignments; No Third Party
Beneficiaries

     

    This
Agreement shall be binding upon and inure to the benefit of the Company, the
Guarantors, the Holders, Trustee and their respective successors and assigns;
provided, that neither the Company nor any Guarantor shall be entitled to
delegate any of its duties hereunder and shall not assign any of its rights or
remedies set forth in this Agreement without the prior written consent of the
Noteholder Group in its sole discretion.  No Person other than the
parties hereto, shall have any rights hereunder or be entitled to rely on this
Agreement and all third-party beneficiary rights are hereby expressly
disclaimed.

     

     

    SECTION
16. Governing
Law

     

    This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York, without regard to its choice of law provisions.

     

     

    SECTION
17. Final
Agreement

     

    This
Agreement, along with the Indenture, constitute the full and final agreement
between the parties with respect hereto with respect to the subject matter
hereof, and may not be modified or amended except by written instrument signed
by the Company, and by Holders party hereto collectively holding more than
$100,000,000 in principal amount of the Notes, expressing such consent or
modification.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, this Forbearance Agreement to the Indenture has been executed
by the parties hereto as of the date first written above.

     

    
      	
               
      

            	
              SIMMONS
      BEDDING COMPANY

            


    

    


    


    


    


    
      	
               
      

            	
              By:

            	
               /s/
      William S. Creekmuir

            


    

    
      	
               
      

            	
               

            	
              Name: 
      William S. Creekmuir

            


    

    
      	
               
      

            	
               

            	
              Title: 
      Executive Vice President, Chief Financial Officer, Treasurer and Assistant
      Secretary

            


    

     

    SIMMONS
COMPANY,

    THE
SIMMONS MANUFACTURING CO., LLC

    WORLD
OF SLEEP OUTLETS, LLC

    SIMMONS
CONTRACT SALES, LLC

    WINDSOR
BEDDING CO., LLC

    SIMMONS
EXPORT CO.

    


    
      


      
        	
                 
      

              	
                By:

              	
                 /s/
      William S. Creekmuir

              


      

      
        	
                 
      

              	
                 

              	
                Name: 
      William S. Creekmuir

              


      

      
        	
                 
      

              	
                 

              	
                Title: 
      Executive Vice President, Chief Financial Officer, Treasurer and Assistant
      Secretary

              


      

       

    

     

    
      	
               
      

            	
              DREAMWELL,
      LTD.

            


    

    
      	
               
      

            	
              SIMMONS
      CAPITAL MANAGEMENT, LLC

            


    

    


    


    


    


    
      	
               
      

            	
              By:

            	
               /s/ William S.
      Creekmuir

            


    

    
      	
               
      

            	
               

            	
              Name: 
      William S. Creekmuir

            


    

    
      	
               
      

            	
               

            	
              Title: 
      President and Treasurer

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    MSD
SBI, L.P.,

    as
Holder

    


     

    


    
      	
               
      

            	
              By:

            	
               /s/ Marc R.
    Lisker

            


    

    
      	
               
      

            	
              Name: 
      Marc R. Lisker    

            


    

    
      	
               
      

            	
              Title: 
      Manager and General Counsel

            


    

    


    

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      AIG
Global Investment Corp., as investment

      adviser
for certain funds and accounts.

       

      


       

      
        	
                 
      

              	
                By:

              	
                  /s/ Bryan
Petermann 

              


      

      
        	
                 
      

              	
                Name:  Bryan
      Petermann    

              


      

      
        	
                 
      

              	
                Title: 
      Managing Director

              


      

       

      

        
          
             


          

          
             


            
              

            

          

          
             


          

        


        Oaktree
Capital Management, L.P. - on behalf

        of
various funds and accounts

        as
holder

         

        


         

        
          	
                   
      

                	
                  By:

                	
                    /s/ Sheldon
Stone 

                


        

        
          	
                   
      

                	
                  Name:  Sheldon
      Stone    

                


        

        
          	
                   
      

                	
                  Title: 
      Principal

                


        

         

      

       

      
        	
                 
      

              	
                By:

              	
                  /s/ Frances
Nelson 

              


        
          	
                   
      

                	
                  Name:  Frances
      Nelson    

                


        

        
          	
                   
      

                	
                  Title: 
      Managing Director

                


        

         

      

      


        
          
             


          

          
             


            
              

            

          

          
             


          

        



    

    EXHIBIT
A

     

    (Specified
Defaults)

     

    
      	
              1.  

            	
              Default
      or Event of Default pursuant to Section 6.01(5) resulting from (i) the
      failure of the Company to timely furnish a quarterly report on Form 10-Q
      for the quarter ended September 27, 2008, as required under Section
      4.03(a)(1); (ii) the failure of the Company to timely furnish an annual
      report on Form 10-K for the fiscal year ended December 31, 2008, as
      required under Section 4.03(a)(1); (iii) the failure of the Company and
      each Guarantor to deliver to the Trustee an Officers’ Certificate as
      required under Section 4.04(a); (iv) the failure of the Company to deliver
      the written statement by the Company’s independent public accountants
      required under Section 4.04(b) to accompany the financial statements
      furnished pursuant to Section 4.03; and (v) the failure of the Company
      during the Forbearance Period to furnish any current report that the
      Company would be required to file with the SEC on Form 8-K, as required
      under Section 4.03(a)(2).

            


    

     

    
      	
              2.  

            	
              Default
      or Event of Default pursuant to Sections 4.01 and 6.01(1) resulting from
      the Company’s failure to pay interest on the Notes on January 15,
      2009.

            


    

     

    
      	
              3.  

            	
              The
      failure of the Company to deliver an Officers’ Certificate as required
      under Section 4.04(c) in respect of any of the
    foregoing.

            


    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
B

     

    (Form
of Joinder to Forbearance Agreement)

     

     

    JOINDER TO FORBEARANCE
AGREEMENT

     

    THIS
JOINDER to the Forbearance Agreement dated February 4, 2009, by and among
Simmons Bedding Company, a Delaware corporation (the “Company”), each of
the guarantors identified on the signature pages thereof, and the Holders of the
Company’s 7.875% Senior Subordinated Notes due 2014 (the “Notes”) that are
signatories thereto (the “Agreement”), is made
and entered into as of [________________], 2009 by [__________________] (the
“Transferee”).  Capitalized
terms used herein but not otherwise defined shall have the meanings set forth in
the Agreement.

     

    WHEREAS,
on the date hereof, Transferee has acquired certain Notes from
[__________________], and the Agreement requires Transferee to execute a joinder
to the Agreement.

     

    NOW,
THEREFORE, the Transferee hereby (i) acknowledges that it has received and
reviewed a complete copy of the Agreement and (ii) agrees that by executing
this Joinder, it becomes a party to the Agreement and shall be fully bound by,
and subject to, all of the covenants, terms and conditions of the Agreement as
though an original party thereto and shall be deemed, and is hereby admitted as,
a Holder for all purposes thereof and entitled to all the rights incidental
thereto.

     

    IN
WITNESS WHEREOF, the Transferee has executed this Joinder as of the date first
above written.

     

    [TRANSFEREE]

    


    


    


    


     

    By:           ____________________________

     

    Name:

     

    Title: