FORBEARANCE AGREEMENT TO INDENTURE

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.

SECTION 1.   Confirmation by Company of Specified Defaults

(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

(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 d