SIMMONS BEDDING COMPANY FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • February 12th, 2007 • Simmons Co • Wood household furniture, (no upholstered) • New York
THIS FIRST AMENDMENT (this “Amendment”) dated as of February 9, 2007 to the SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT dated as of May 25, 2006 (the “Credit Agreement”) is entered into by and among SIMMONS BEDDING COMPANY (formerly known as Simmons Company), a Delaware corporation (“Company”), THL-SC BEDDING COMPANY, a Delaware corporation (“Holdings”), CERTAIN SUBSIDIARIES OF COMPANY PARTY HERETO, as Credit Support Parties, GOLDMAN SACHS CREDIT PARTNERS L.P., sole bookrunner, Lead Arranger and Syndication Agent, CERTAIN FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HERETO, and DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent. Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Credit Agreement and in the amendments contained in Section 1 hereof.
AGREEMENT AND PLAN OF MERGERMerger Agreement • February 12th, 2007 • Simmons Co • Wood household furniture, (no upholstered) • Delaware
This AGREEMENT AND PLAN OF MERGER, is entered into as of February 7, 2007 (this “Agreement”), by and among Simmons Holdco, Inc., a Delaware corporation (“Parent”), Simmons Merger Company, a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and Simmons Company, a Delaware corporation (the “Company”).
