0001275211-08-000039 Sample Contracts

SECOND FORBEARANCE AGREEMENT; THIRD AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT AND FIRST AMENDMENT TO THE PLEDGE AND SECURITY AGREEMENT
Second Forbearance Agreement • December 10th, 2008 • Simmons Co • Wood household furniture, (no upholstered) • New York

This SECOND FORBEARANCE AGREEMENT; THIRD AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT AND FIRST AMENDMENT TO THE PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is entered into as of December 10, 2008, by and among Simmons Bedding Company (the “Company”), THL-SC Bedding Company and certain subsidiaries of the Company party to the Credit Agreement (as hereafter defined) as Guarantors (together with the Company, the “Credit Parties”), the financial institutions party hereto as Lenders under the Credit Agreement (collectively, the “Lenders”) and Deutsche Bank AG, New York Branch, individually as a Lender (“DBNY”) and as administrative agent for the Lenders (in such capacity, “Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement.

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Simmons Bedding Company Obtains Extension of Forbearance Period to March 31, 2009
Simmons Co • December 10th, 2008 • Wood household furniture, (no upholstered)

ATLANTA, December 9, 2008 – Simmons Bedding Company (“Simmons Bedding”), a subsidiary of Simmons Company (“Simmons” or the “Company”) and a leading manufacturer of premium-branded bedding products, today announced that it has reached an agreement with its senior lenders to extend the current forbearance period to March 31, 2009, subject to the terms thereof. Simmons expects the new agreement pertaining to the forbearance extension to take effect on December 10, 2008.

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