FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT

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.

WHEREAS, Company and Requisite Lenders desire to amend the Credit Agreement as set forth below.

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:

SECTION 1.    AMENDMENTS TO CREDIT AGREEMENT

Section 1 of the Credit Agreement is herby amended as follows: 

(a) The definition of “Parent” is hereby deleted and replaced in its entirety as follows:

“ Parent ” means Simmons Company (formerly known as THL Bedding Holding Company), a Delaware corporation, or any direct or indirect parent thereof.

(b) The definition of “Parent Notes” is hereby deleted and replaced in its entirety as follows:

“ Parent Notes ” means those certain (i) 10% Senior Discount Notes due 2014 issued by Parent pursuant to that certain Indenture dated as of December 15, 2004 by and between Parent and Wells Fargo Bank, National Association, as Trustee, and (ii) the loans made under that certain Credit Agreement dated as of February [ ], 2007 by and among Simmons Holdco, Inc., the lenders from time to time party thereto, and Deutsche Bank Trust Company Americas, as administrative agent, in each case, as such notes, Indenture, loans and Credit Agreement may be amended, restated, supplemented or otherwise modified from time to time.

SECTION 2.    CONDITIONS TO EFFECTIVENESS

This Amendment shall become effective only upon the satisfaction or waiver of all of the following conditions precedent (the date of satisfaction of such conditions being referred to herein as the “First Amendment Effective Date” ):

1.    Execution. Credit Parties and Requisite Lenders shall have executed this Amendment.

2.    Fees. The Agents shall have received all expenses and other amounts due and payable on or prior to the First Amendment Effective Date, including, to the extent invoiced at least two days prior to the First Amendment Effective Date, reimbursement or other payment of all out-of-pocket expenses required to be reimbursed or paid by the Company hereunder or under any other Credit Document.

SECTION 3.    BORROWER’S REPRESENTATIONS AND WARRANTIES

In order to induce Lenders to enter into this Amendment and to amend the Credit Agreement in the manner provided herein, the Company represents and warrants to each Lender that the following statements are true, correct and complete in all material respects:

1.    Corporate Power and Authority. Each Credit Party which is party hereto has all requisite corporate or other organizational power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the “ Amended Agreement ”).

2.    Authorization of Agreements. The execution and delivery of this Amendment and the performance of the Amended Agreement have been duly authorized by all necessary corporate or other organizational action on the part of each Credit Party.

3.    No Conflict. The execution and delivery by each Credit Party of this Amendment and the performance by each Credit Party of the Amended Agreement do not and will not (i) violate or conflict with (A) any provision of any law, governmental rule or regulation applicable to Holdings or any of its Subsidiaries, or of the certificate or articles of incorporation or partnership agreement, other constitutive documents or by-laws of Holdings or any of its Subsidiaries or (B) any applicable order, judgment or decree of any court or other agency of government binding on Holdings or any of its Subsidiaries, (ii) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under any Contractual Obligation of Holdings or any of its Subsidiaries, except where any such conflict, violation, breach or default referred to in clause (i) or (ii) of this Section 3, could not reasonably be expected to have a Material Adverse Effect, (iii) result in or require the creation or imposition of any Lien upon any of the properties or assets of each Credit Party (other than any Liens created under any of the Credit Documents in favor of Administrative Agent on behalf of Lenders), or (iv) require any approval of stockholders or partners or any approval or consent of any Person under any Contractual Obligation of each Credit Party, except for such approvals or consents which will be obtained on or before the First Amendment Effective Date or the failure of which to obtain would not reasonably be expected to have a Material Adverse Effect.

4.    Governmental Consents. No consent or approval of, registration or filing with or any other action by any federal, state or other governmental authority or regulatory body is or will be required in connection with the executi