AMENDMENT NO. 1 TO FORBEARANCE AGREEMENT TO INDENTURE

This AMENDMENT NO. 1 TO FORBEARANCE AGREEMENT TO INDENTURE (this “ Amendment ”) is entered into as of March   20, 2009, by and among Simmons Bedding Company, a Delaware corporation (the “ Company ”), the Guarantors (as defined in the Indenture (as hereinafter defined)) and the Amending Holders (as hereinafter defined).

WHEREAS, the Company, the Guarantors and Wells Fargo Bank Minnesota, National Association, as trustee (in such capacity, the “ Trustee ”) are parties to that certain Indenture, dated as of December 19, 2003 (as has been or may be further 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;

WHEREAS, the Company, the Guarantors and certain Holders (the “ Forbearing Holders ”) are parties to that certain Forbearance Agreement to Indenture, dated as of February 4, 2009 (the “ Indenture Forbearance Agreement ”);

WHEREAS, the Company and the Guarantors have requested that the Indenture Forbearance Agreement be amended to, among other things, provide for an extension of the Forbearance Period; and

WHEREAS, the Amending Holders have so agreed upon the terms and conditions set forth in this Amendment.

NOW THEREFORE, in consideration of the mutual execution hereof and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1.      Definitions .  Capitalized terms used in this Amendment, unless otherwise defined herein, shall have the meanings ascribed to such terms in the Indenture.

SECTION 2.      Amendments to Indenture Forbearance Agreement .  Subject to the satisfaction of the conditions precedent set forth in Section 4 hereof, the Indenture Forbearance Agreement is hereby amended as follows:

(a)           Amendments to Section 2(a) of the Indenture Forbearance Agreement.

(i)           Clause (i) of Section 2(a) is hereby amended and restated in its entirety to read as follows:

“(i) 11:59 p.m. (New York City time) on May 31, 2009; provided , however , that the foregoing date shall be automatically extended to July 31, 2009 so long as the Company has commenced, by May 31, 2009, a solicitation process seeking consent for, or votes to effect, a Proposed Transaction (as hereinafter defined), which Proposed Transaction at the time of extension shall be acceptable to any Holders party hereto collectively holding more than $100,000,000 in principal amount of the Notes (any such Holders, the “ Extending Holders ”) in their sole discretion (such transaction, the “ Selected Transaction ”); and”

“; or (F) the Company’s failure to disclose timely all material nonpublic information it is obligated to disclose publicly in accordance with the confidentiality agreement to be entered into between the Company and any Holder party hereto in form and substance satisfactory to the Company and such Holder (each a “ Confidentiality Agreement ”)”

“Except as provided in Section 2(a)(i), (i) none of the Holders party hereto shall have any obligation to extend the Forbearance Period, or enter into any waiver, other forbearance or amendment, and the agreement of any Holder party hereto to permit any such extension, or to enter into any other waiver, forbearance or amendment shall be subject to its sole discretion, (ii) any agreement by any Holder party hereto 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 and (iii) the Company and each Guarantor acknowledge that the Holders party hereto 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.”

“(g)              Management Discussions .  The Company shall cause its senior management team, and use commercially reasonable efforts to cause representatives of Weil, Gotshal & Manges LLP and Miller Buckfire and Co., LLC (collectively, the “ Company 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 representatives of Paul Weiss and Blackstone (collectively, the “ Noteholder Advisors ” and, together with the Company Advisors, collectively, the “ Professional Advisors ”) and any Holder party hereto who executes the  Confidentiality Agreement (any such Holder, a “ Restricted Holder ”), the Company’s ongoing financial performance, operations and liquidity.”

“(i)          Professional Advisors’ Meetings .  On a weekly basis (commencing from the First Amendment Effective Date (as defined in that certain Amendment No. 1 to Forbearance Agreement to Indenture, dated as of March 20, 2009, by and among the Company, the Guarantors and certain Holders party hereto)), the Company shall use commercially reasonable efforts to cause the Company Advisors to (i) discuss (at the option of the Company Advisors, in person or telephonically), to the extent not prohibited by the terms of any applicable confidentiality obligation by which the Company is bound, with the Noteholder Advisors, during regular business hours and for reasonable durational periods, the process with respect to, and the status of, any asset sale, merger, consolidation or other business combination, equity infusion, financing proposal (of any type), change of control transaction or restructuring or plan proposal, in each case, contemplated in connection with the Company’s restructuring process (each, a “ Proposed Transaction ”), including, without limitation, by providing detailed updates and information with respect to the material terms and conditions of any such Proposed Transaction and (ii) from and after the First Amendment Effective Date, promptly deliver to the Noteholder Advisors for their review a copy of each bid and any operative document related thereto (each, a “ Proposed Transaction Document ”) received by the Company Advisors on or after March 6, 2009 with respect to any Proposed Transaction (the actions described in clauses (i) and (ii) above, collectively, comprising a “ Process Update ”); provided that, (a) if disclosing a Proposed Transaction Document is prohibited under the terms of any applicable confidentiality obligation by which the Company is bound, the Company Advisors shall, to the extent not prohibited by such confidentiality obligation, deliver a written summary of the material terms and conditions of such Proposed Transaction Document (a “ Proposed Transaction Document Summary ”) in lieu of a copy thereof; (b) with respect to any confidentiality obligation of the Company to the bidder or bidders selected by the Company to further evaluate a Proposed Transaction (any such bidder, a “ Selected Bidder ”), the Company agrees that it shall use commercially reasonable efforts to obtain the consent of such Selected Bidder to permit the Company Advisors to provide an un-redacted copy of any Proposed Transaction Document to the Noteholder Advisors, and if such consent is not obtained after using commercially reasonable efforts, the Company Advisors shall, to the extent not prohibited under the terms of any applicable confidentiality obligation by which the Company is bound, deliver a Proposed Transaction Document Summary in lieu thereof; and (c) with respect to any confidentiality obligation by which the Company is bound that arises on or after the First Amendment Effective Date, the Company agrees that it shall use commercially reasonable efforts to ensure that such confidentiality obligations do not prohibit (A) the Company or the Company Advisors from providing any Proposed Transaction Document, Proposed Transaction Document Summary or any other Process Update, or any information relating thereto, to the Noteholder Advisors or (B) the Professional Advisors’ further disclosure of such Proposed Transaction Documents, Proposed Transaction Document Summaries or other Process Updates to any Restricted Holders in accordance with the following sentence. Notwithstanding anything to the contrary herein, prior to any disclosure of any information contained in any Proposed Transaction Document, Proposed Transaction Document Summary or Process Update to any Person, including, without limitation, any Restricted Holders or any other Holder, the Professional Advisors will collectively determine the nature and extent of any such disclosure (which determination shall be documented in writing, including by email correspondence among the Professional Advisors); provided that, if there is a disagreement among the Company Advisors, on the one hand, and the Noteholder Advisors, on the other hand, the information that is the subject of such disagreement shall not be disclosed by the Noteholders Advisors to any Restricted Holder, any other Holder or any other Person unless and until such disagreement is resolved as acknowledged by e-mail correspondence among the Professional Advisors.

(e)           Section 3 of the Indenture Forbearance Agreement is hereby amended by inserting the following new clause “(j)” immediately following new clause “(i)” thereof:

“(j)           Bidders’ Meetings .  On or before April 17, 2009, the Company shall cause each Selected Bidder to hold one meeting, during regular business hours and for a reasonable durational period, with Restricted Holders who have not submitted a bid to acquire or provide equity in or pursuant to a Proposed Transaction to di