AMENDMENT NO. 2 TO FORBEARANCE AGREEMENT TO INDENTURE

This AMENDMENT NO. 2 TO FORBEARANCE AGREEMENT TO INDENTURE (this “ Second Amendment ”) is entered into as of May   27, 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, as of the date hereof, the Defaults or Events of Default listed on Exhibit A to the Indenture Forbearance Agreement (as hereinafter defined), as amended by this Second Amendment, have either occurred and are continuing or may occur and continue during the Forbearance Period (as hereinafter defined) (collectively, the “ Specified Defaults ”);

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 “ Original Indenture Forbearance Agreement ”, as amended by the First Forbearance Amendment (as hereinafter defined), the “ Indenture Forbearance Agreement ”), pursuant to which the Forbearing Holders agreed to, among other things, (i) forbear from exercising their default-related rights and remedies against the Company and the Guarantors, (ii) direct the Trustee to refrain from exercising any such rights and remedies on the Holders’ behalf and (iii) rescind and cancel any acceleration of the Notes directed by or on behalf of any Holders, in each case, with respect to the Specified Defaults until March 31, 2009;

WHEREAS, the Company, the Guarantors and certain Forbearing Holders are parties to that certain Amendment No. 1 to Forbearance Agreement to Indenture, dated as of March 20, 2009 and made effective as of March 25, 2009 (the “ First Forbearance Amendment ”), pursuant to which the Forbearing Holders agreed to, among other things extend the Forbearance Period until May 31, 2009 or, subject to the satisfaction of certain conditions, July 31, 2009; and

WHEREAS, upon the Company’s request, the Amending Holders have agreed, subject to the terms and conditions set forth herein, to amend the Indenture Forbearance Agreement to provide for an extension of the Forbearance Period until June 30, 2009, or, subject to the satisfaction of certain conditions, July 31, 2009.

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 Second 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 condition precedent set forth in Section 4 hereof, the Indenture Forbearance Agreement is hereby amended as follows:

(a)  Section 2(a) of the Indenture Forbearance Agreement shall be amended as follows:

(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 June 30, 2009 (the “ Outside Date ”); provided , however, that the Outside Date shall be automatically extended to July 31, 2009 so long as the Company has commenced, by June 30, 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 Forbearing Holders collectively holding more than 50% of the aggregate outstanding principal amount of the Notes (any such Holders, the “ Extending Holders ”) in their sole discretion (such transaction, the “ Selected Transaction ”); and”.

(ii)  Clause “(ii)” of Section 2(a) is hereby amended by deleting “Paul Weiss, as counsel to the Noteholder Group,” therein and inserting in lieu thereof “Paul, Weiss, Rifkind, Wharton & Garrison LLP, as counsel to the Forbearing Holders (“ Paul Weiss ”),”.

(b)  Exhibit A to the Indenture Forbearance Agreement is hereby amended by amending and restating clause “(i)” of paragraph 1 thereon in its entirety to read as follows:

“(i) the failure of the Company to timely furnish a quarterly report on Form 10-Q for the quarters ended September 27, 2008 and March 28, 2009, and ending on June 27, 2009, in each case, as required under Section 4.03(a)(1);”.

(c)  Exhibit A to the Indenture Forbearance Agreement is hereby amended by amending and restating clause “(ii)” of paragraph 1 thereon in its entirety to read as follows:

“(ii) the failure of the Company to timely furnish an annual report on Form 10-K for the fiscal year ended December 27, 2008, as required under Section 4.03(a)(1)”.

SECTION 3.      Ratification of Liability .  The Company and each Guarantor hereby ratify and reaffirm (a) that the aggregate outstanding principal amount of the Notes is $200,000,000 and the accrued and unpaid interest through and including May 26, 2009 is $13,634,906.25 and (b) all of their respective payment and performance obligations under this Second Amendment, the Indenture Forbearance 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, which commenced on January 15, 2009.  The Company and each Guarantor (i) acknowledge receipt of a copy of this Second Amendment and all other agreements, documents, and instruments executed and/or delivered in connection herewith, (ii) consent to the terms and conditions of same and (iii) agree and acknowledge that the Indenture Forbearance Agreement and the Indenture remain in full force and effect and are hereby ratified and confirmed.

SECTION 4.      Conditions to Effectiveness .  This Second Amendment and the agreement of the Forbearing Holders to continue to forbear under the Indenture Forbearance Agreement shall become effective on such date (the “ Second Amendment Effective Date ”) as the following condition shall have been satisfied in full or waived in writing by the Amending Holders:

(a)            Second Amendment . The Company, the Guarantors and Forbearing Holders collectively holding more than $100,000,000 in principal amount of the Notes  shall have executed and delivered signature pages to this Second Amendment (such Forbearing Holders, the “ Amending Holders ”). Paul Weiss, in reliance on Section 6 hereof, will notify the Company upon receipt of signature pages from the Amending Holders.

For the avoidance of doubt, this Second Amendment shall be effective in accordance with this Section 4 regardless of whether the Trustee executes this Second Amendment.

SECTION 5.      Representations and Warranties of the Company and Guarantors .

To induce the Amending Ho