Simmons Co /Ga/ Sample Contracts

Simmons Bedding Co – CREDIT AND GUARANTY AGREEMENT (December 19th, 2005)

Exhibit 10.1 SIMMONS BEDDING COMPANY FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT THIS FIRST AMENDMENT (this "AMENDMENT") dated as of December 16, 2005 to the AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT dated as of August 27, 2004 (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., as Co-Syndication Agent, CERTAIN FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HERETO, UBS SECURITIES LLC, as Co-Syndication Agent, and DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent. Capitalized terms used herein without definition shall

Simmons Bedding Co – SUPPLEMENT TO EMPLOYMENT AGREEMENT (December 13th, 2005)

This Supplement to the Employment Agreement (as defined below) effective as of the 7th day of December, 2005 (the “Supplement Agreement”) is made between RHONDA C. ROUSCH (the “Executive”) and SIMMONS COMPANY (p/k/a THL BEDDING HOLDING COMPANY), a Delaware corporation, (“Holdings”) and SIMMONS BEDDING COMPANY (p/k/a SIMMONS COMPANY), a Delaware corporation, along with its subsidiaries, parents, joint ventures, affiliated entities, and includes its successors and assigns or any such related entities (the “Company”). In consideration of the payment in Section 1 below, and pursuant to Section 14 of the Executive’s Employment Agreement made as of December 19, 2003 (“Employment Agreement”), the Executive, Holdings and the Company hereby acknowledge and agree that this Supplement Agreement shall amend and supplement the Executive’s Employment Agreement. The Executive, Holdings and the Company also acknowledge and agree that this Supplement Agreement specifically supersedes Sections 5, 6, 7,

Simmons Bedding Co – SUPPLEMENT TO EMPLOYMENT AGREEMENT (December 13th, 2005)

This Supplement to the Employment Agreement (as defined below) effective as of the 7th day of December, 2005 (the “Supplement Agreement”) is made between CHARLES R. EITEL (the “Executive”) and SIMMONS COMPANY (p/k/a THL BEDDING HOLDING COMPANY), a Delaware corporation, (“Holdings”) and SIMMONS BEDDING COMPANY (p/k/a SIMMONS COMPANY), a Delaware corporation, along with its subsidiaries, parents, joint ventures, affiliated entities, and includes its successors and assigns or any such related entities (the “Company”). In consideration of the payment in Section 1 below, and pursuant to Section 14 of the Executive’s Employment Agreement made as of December 19, 2003 (“Employment Agreement”), the Executive, Holdings and the Company hereby acknowledge and agree that this Supplement Agreement shall amend and supplement the Executive’s Employment Agreement. The Executive, Holdings and the Company also acknowledge and agree that this Supplement Agreement specifically supersedes Sections 5, 6, 7,

Simmons Bedding Co – SUPPLEMENT TO EMPLOYMENT AGREEMENT (December 13th, 2005)

This Supplement to the Employment Agreement (as defined below) effective as of the 9th day of December, 2005 (the “Supplement Agreement”) is made between WILLIAM S. CREEKMUIR (the “Executive”) and SIMMONS COMPANY (p/k/a THL BEDDING HOLDING COMPANY), a Delaware corporation, (“Holdings”) and SIMMONS BEDDING COMPANY (p/k/a SIMMONS COMPANY), a Delaware corporation, along with its subsidiaries, parents, joint ventures, affiliated entities, and includes its successors and assigns or any such related entities (the “Company”). In consideration of the payment in Section 1 below, and pursuant to Section 14 of the Executive’s Employment Agreement made as of December 19, 2003 (“Employment Agreement”), the Executive, Holdings and the Company hereby acknowledge and agree that this Supplement Agreement shall amend and supplement the Executive’s Employment Agreement. The Executive, Holdings and the Company also acknowledge and agree that this Supplement Agreement specifically supersedes Sections 5, 6,

Simmons Bedding Co – RESTRICTED STOCK AGREEMENT (October 20th, 2005)

EXHIBIT 10.1 RESTRICTED STOCK AGREEMENT This Restricted Stock Agreement (this "Agreement") is made as of this 9th day of September, 2005 (the "Effective Date") between Simmons Company, a Delaware corporation (the "Company"), and the undersigned employee (the "Employee"). Certain capitalized terms used herein are defined in Section 6 hereof. WHEREAS, the Company believes it to be in the best interests of the Company and its shareholders to take action to promote work-force stability, to reward performance and otherwise align employee interests with those of the Company; WHEREAS, accordingly the Company has determined to issue restricted shares of Class B Common Stock (defined below) to the Employee in accordance with the provisions of this Agreement; and WHEREAS, the Board of Directors has determined, based on an independent third party va

Simmons Bedding Co – RESTRICTED STOCK AGREEMENT (September 21st, 2005)

EXHIBIT 10.1 RESTRICTED STOCK AGREEMENT This Restricted Stock Agreement (this "Agreement") is made as of this 9th day of September, 2005 (the "Effective Date") between Simmons Company, a Delaware corporation (the "Company"), and the undersigned employee (the "Employee"). Certain capitalized terms used herein are defined in Section 6 hereof. WHEREAS, the Company believes it to be in the best interests of the Company and its shareholders to take action to promote work-force stability, to reward performance and otherwise align employee interests with those of the Company; WHEREAS, accordingly the Company has determined to issue restricted shares of Class B Common Stock (defined below) to the Employee in accordance with the provisions of this Agreement; and WHEREAS, the Board of Directors has determined, based on an independent third party va

Simmons Bedding Co – GENERAL RELEASE AND SEPARATION AGREEMENT (August 12th, 2005)

EXHIBIT 10.1 GENERAL RELEASE AND SEPARATION AGREEMENT Simmons Bedding Company (previously named Simmons Company), a corporation incorporated under the laws of the State of Delaware ("Company"), and Simmons Company (previously named THL Bedding Holding Company), a corporation incorporated under the laws of the State of Delaware ("Holdings") (collectively Company and Holdings are referred to herein as "Simmons"), and Robert W. Hellyer ("Executive") hereby enter into this General Release and Separation Agreement ("Separation Agreement"), contracting and agreeing as follows: 1. SEPARATION DATE AND EMPLOYMENT AGREEMENT. The parties agree that Executive's last day of employment with Company is June 30, 2005 (the "Separation Date"). Executive acknowledges and agrees that except as specifically set forth below, the Employment Agreement dated as of December 19, 2003 among Holdings, Company and

Simmons Bedding Co – Simmons Bedding Company Reports First Quarter Results (May 11th, 2005)

ATLANTA, May 10, 2005 — Simmons Bedding Company (“Company” or “Simmons”), a leading manufacturer of premium branded bedding products, released operating results for the first quarter 2005 today.

Simmons Bedding Co – CREDIT AND GUARANTY AGREEMENT (September 2nd, 2004)

EXHIBIT 10.33.1 AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT dated as of August 27, 2004 among, SIMMONS BEDDING COMPANY, as Company, THL-SC BEDDING COMPANY AND CERTAIN SUBSIDIARIES OF COMPANY, as Guarantors, THE FINANCIAL INSTITUTIONS LISTED HEREIN, as Lenders, GOLDMAN SACHS CREDIT PARTNERS L.P., as Sole Bookrunner, a Joint Lead Arranger and as Co-Syndication Agent, UBS SECURITIES LLC, as a Joint Lead Arranger and as Co-Syndication Agent, DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent

Simmons Bedding Co – AGREEMENT (August 23rd, 2004)

EXHIBIT 10.1 AGREEMENT BETWEEN THE SIMMONS MANUFACTURING COMPANY, LLC AND INTERNATIONAL UNION OF ELECTRONIC, ELECTRICAL, SALARIED, MACHINE & FURNITURE WORKERS AND COMMUNICATION WORKERS OF AMERICA, AFL-CIO LOCAL 89262 FW APRIL 1, 2004 TO APRIL 1, 2006 TABLE OF CONTENTS ARTICLE I RECOGNITION AND UNION SECURITY..................................................................1

Simmons Co /Ga/ – PLEDGE AND SECURITY AGREEMENT (March 23rd, 2004)

EXHIBIT 10.36 PLEDGE AND SECURITY AGREEMENT DATED AS OF DECEMBER 19, 2003 BETWEEN EACH OF THE GRANTORS PARTY HERETO AND DEUTSCHE BANK AG, NEW YORK BRANCH AS THE COLLATERAL AGENT PLEDGE AND SECURITY AGREEMENT EXECUTION 443475-New York Server 5A TABLE OF CONTENTS PAGE SECTION 1. DEFINITIONS; GRANT OF SECURITY ............................................... 1 1.1 GENERAL DEFINITIONS .........................

Simmons Co /Ga/ – RESTRICTED STOCK AGREEMENT (March 23rd, 2004)

EXHIBIT 10.25 EXECUTION COPY RESTRICTED STOCK AGREEMENT This Restricted Stock Agreement (this "Agreement") is made as of this 19th day of December, 2003 (the "Effective Date") between THL Bedding Holding Company, a Delaware corporation (the "Company"), and the undersigned employee (the "Employee"). Certain capitalized terms used herein are defined in Section 7 hereof. WHEREAS, the Company believes it to be in the best interests of the Company and its shareholders to take action to promote work-force stability, to reward performance and otherwise align employee interests with those of the Company; WHEREAS, accordingly the Company has determined to issue restricted stock in accordance with the provisions of this Agreement; and WHEREAS, the Company desi

Simmons Co /Ga/ – SENIOR MANAGER RESTRICTED STOCK AGREEMENT (March 23rd, 2004)

EXHIBIT 10.21 SENIOR MANAGER RESTRICTED STOCK AGREEMENT This Senior Manager Restricted Stock Agreement (this "Agreement") is made as of this 19th day of December, 2003 (the "Effective Date") between THL Bedding Holding Company, a Delaware corporation (the "Company"), and the undersigned employee (the "Employee"). Certain capitalized terms used herein are defined in Section 6 hereof. WHEREAS, the Company believes it to be in the best interests of the Company and its shareholders to take action to promote work-force stability, to reward performance and otherwise align employee interests with those of the Company; and WHEREAS, accordingly the Company has determined to issue restricted stock in accordance with the provisions of this Agreement. NOW, THEREFORE, in consideration of the mutual covenants contained herein and other

Simmons Co /Ga/ – ESOP STOCK SALE AGREEMENT (March 23rd, 2004)

EXHIBIT 10.18 ESOP STOCK SALE AGREEMENT This ESOP STOCK SALE AGREEMENT (this "Agreement") is dated as of November 21, 2003 by and among SIMMONS HOLDINGS, INC., a Delaware corporation (the "Company"), STATE STREET BANK AND TRUST COMPANY, solely in its capacity as trustee (the "Trustee") of the Simmons Company Employee Stock Ownership Trust (the "ESOT"), and THL Bedding Company, a Delaware corporation (the "Buyer"). WHEREAS, the ESOT is, as of the date hereof, the record and beneficial owner of 3,382,739.58 shares of common stock of the Company, all of which shares (the "ESOP Shares") are, pursuant to the terms of the Simmons Company Employee Stock Ownership Plan, as amended and restated effective January 17, 1989, and as further amended through the date hereof (the "ESOP"), allocated to the accounts of ESOP participants; WHEREAS, the Company, Simmons Holdings,

Simmons Co /Ga/ – SENIOR MANAGER RESTRICTED STOCK AGREEMENT (March 23rd, 2004)

EXHIBIT 10.24 SENIOR MANAGER RESTRICTED STOCK AGREEMENT This Senior Manager Restricted Stock Agreement (this "Agreement") is made as of this 19th day of December, 2003 (the "Effective Date") between THL Bedding Holding Company, a Delaware corporation (the "Company"), and the undersigned employee (the "Employee"). Certain capitalized terms used herein are defined in Section 6 hereof. WHEREAS, the Company believes it to be in the best interests of the Company and its shareholders to take action to promote work-force stability, to reward performance and otherwise align employee interests with those of the Company; and WHEREAS, accordingly the Company has determined to issue restricted stock in accordance with the provisions of this Agreement. NOW, THEREFORE, in consideration of the mutual covenants contained herein and other

Simmons Co /Ga/ – SUPPLEMENTAL INDENTURE (March 23rd, 2004)

EXHIBIT 4.3.1 SUPPLEMENTAL INDENTURE This Supplemental Indenture, dated as of December 2, 2003, by and among Simmons Company, a Delaware corporation (the "Company") and SunTrust Bank (successor to SunTrust Bank, Atlanta), as trustee under the Indenture referred to below (the "Trustee"). WITNESETH WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the "Indenture"), dated as of March 16, 1999 providing for the issuance of an aggregate principal amount of up to $200 million of 10-1/4% Senior Subordinated Notes due 2009 (the "Notes"), as amended and supplemented by the supplemental indentures dated as of December 28, 2001, February 28, 2003 and June 15, 2003; WHEREAS, the Company desires to execute and deliver an amendment to the Indenture for the purposes of elimi

Simmons Co /Ga/ – SENIOR MANAGER RESTRICTED STOCK AGREEMENT (March 23rd, 2004)

EXHIBIT 10.22 SENIOR MANAGER RESTRICTED STOCK AGREEMENT This Senior Manager Restricted Stock Agreement (this "Agreement") is made as of this 19th day of December, 2003 (the "Effective Date") between THL Bedding Holding Company, a Delaware corporation (the "Company"), and the undersigned employee (the "Employee"). Certain capitalized terms used herein are defined in Section 6 hereof. WHEREAS, the Company believes it to be in the best interests of the Company and its shareholders to take action to promote work-force stability, to reward performance and otherwise align employee interests with those of the Company; and WHEREAS, accordingly the Company has determined to issue restricted stock in accordance with the provisions of this Agreement. NOW, THEREFORE, in consideration of the mutual covenants contained herein and other

Simmons Co /Ga/ – EMPLOYMENT AGREEMENT (March 23rd, 2004)

EXHIBIT 10.31 EXECUTION COPY EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement") is made as of December 19, 2003 (the "Effective Date"), among THL BEDDING HOLDING COMPANY, A Delaware corporation ("Holdings"), SIMMONS COMPANY, a Delaware corporation (the "Company"), and RHONDA C. ROUSCH, an individual resident of the State of Georgia (the "Executive"). W I T N E S S E T H: WHEREAS, concurrently herewith, Holdings, through its indirect wholly owned subsidiary, is acquiring all of the outstanding capital stock of the Company (the "Transaction"); WHEREAS, Executive is the Executive Vice President - Human Resources of the Company, and the Executive desires to continue her employment with the Company in such capacity after the consummation of the Transact

Simmons Co /Ga/ – EQUITY INCENTIVE PLAN (March 23rd, 2004)

EXHIBIT 10.26 THL BEDDING HOLDING COMPANY EQUITY INCENTIVE PLAN EFFECTIVE AS OF DECEMBER 19, 2003 TABLE OF CONTENTS PAGE NO. -------- SECTION 1. PURPOSE.................................................................................. 1 SECTION 2. ADMINISTRATION........................................................................... 1 a. Committees...................................................................... 1 b.

Simmons Co /Ga/ – EMPLOYMENT AGREEMENT (March 23rd, 2004)

EXHIBIT 10.29 EXECUTION COPY EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement") is made as of December 19, 2003 (the "Effective Date"), among THL BEDDING HOLDING COMPANY, a Delaware corporation ("Holdings"), SIMMONS COMPANY, a Delaware corporation (the "Company"), and ROBERT W. HELLYER, an individual resident of the State of Georgia (the "Executive"). W I T N E S S E T H : WHEREAS, concurrently herewith, Holdings, through its indirect wholly owned subsidiary, is acquiring all of the outstanding capital stock of the Company (the "Transaction"); WHEREAS, Executive is the President of the Company, and the Executive desires to continue his employment with the Company in such capacity after the consummation of the Transaction; WHEREAS, the Com

Simmons Co /Ga/ – DEFERRED COMPENSATION PLAN (March 23rd, 2004)

EXHIBIT 10.27 THL BEDDING HOLDING COMPANY DEFERRED COMPENSATION PLAN 1.0 PURPOSE. THL Bedding Holding Company, a Delaware corporation ("THL Bedding"), (herein, together with its successors, referred to as the "Company") by means of this nonqualified deferred compensation plan (the "Plan") desires to grant certain employees of THL Bedding or its subsidiaries (the "Participants") the right to participate in a deemed investment in Class A Common Stock, $.01 par value per share, of the Company, and under certain circumstances, Class B Common Stock, $0.01 par value per share, of the Company, in exchange for the cancellation of certain stock options granted to Participants under the Simmons Holdings, Inc. 1999 Stock Option Plan, as amended, the Simmons Holdings, Inc. Managem

Simmons Co /Ga/ – EMPLOYEE STOCK OWNERSHIP PLAN TRUST AGREEMENT (March 23rd, 2004)

EXHIBIT 10.19 EMPLOYEE STOCK OWNERSHIP PLAN TRUST AGREEMENT BETWEEN SIMMONS COMPANY AND STATE STREET BANK AND TRUST COMPANY Amendment Pursuant to Section 9.1 of the Employee Stock Ownership Plan Trust Agreement between Simmons Company and State Street Bank and Trust Company dated as of the second day of September 1997 (the "Trust Agreement"), Simmons Company (the "Company"), with the consent of State Street Bank and Trust Company as trustee under the Trust Agreement (the "Trustee"), hereby amends (the "Amendment") the Trust Agreement by renumbering Sections 11.6 (relating to headings of articles) and 11.7 (relating to the execution of counterparts) as Sections 11.7 and 11.8, respectively, and adding a new Section 11.6 to read in its entirety as follows, effective as of January 1, 2003: "11.6 Refere

Simmons Co /Ga/ – MANAGEMENT SUBSCRIPTION AND STOCK PURCHASE AGREEMENT (March 23rd, 2004)

EXHIBIT 10.32 MANAGEMENT SUBSCRIPTION AND STOCK PURCHASE AGREEMENT This Management Subscription and Stock Purchase Agreement (the "Agreement") is entered into as of the 19th day of December, 2003, by and among THL Bedding Holding Company, a Delaware corporation (the "Company"), and the persons set forth on the signature page hereto as Employees (the "Employees"). WHEREAS, the Company believes it to be in the best interests of the Company and its shareholders to take action to promote work-force stability, to reward performance and otherwise align employee interests with those of the Company; WHEREAS, the Employees wish to purchase from the Company, and the Company wishes to issue and sell to the Employees shares of the Company's class A common stock, par value $0.01 per share ("Class A Common Stock"); and WHEREAS, the Company desires to be assured that the confide

Simmons Co /Ga/ – STOCK PURCHASE AGREEMENT (March 23rd, 2004)

EXHIBIT 10.17 EXECUTION COPY ================================================================================ STOCK PURCHASE AGREEMENT AMONG SIMMONS HOLDINGS, INC., THL BEDDING COMPANY, AND THE SELLERS PARTY HERETO, AS OF NOVEMBER 17,2003 ================================================================================ TABLE OF CONTENTS PAGE 1.

Simmons Co /Ga/ – 7.875% SENIOR SUBORDINATED NOTES DUE 2014 (March 23rd, 2004)

EXHIBIT 4.1 -------------------------------------------------------------------------------- THL BEDDING COMPANY to be ultimately merged with and into SIMMONS COMPANY AND EACH OF THE GUARANTORS PARTY HERETO 7.875% SENIOR SUBORDINATED NOTES DUE 2014 INDENTURE Dated as of December 19, 2003 Wells Fargo Bank Minnesota, National Association, as Trustee -------------------------------------------------------------------------------- CROSS-REFERENCE TABLE* Trust Indenture Act Section Indenture Section 310(a)(1) ....................... 7.10 (a)(2) .......................

Simmons Co /Ga/ – EMPLOYMENT AGREEMENT (March 23rd, 2004)

EXHIBIT 10.28 EXECUTION COPY EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement") is made as of December 19, 2003 (the "Effective Date"), among THL BEDDING HOLDING COMPANY, a Delaware corporation ("Holdings"), SIMMONS COMPANY, a Delaware corporation (the "Company"), and CHARLES R. EITEL, an individual resident of the State of Florida (the "Executive"). WITNESSETH: WHEREAS, concurrently herewith, Holdings, through its indirect wholly owned subsidiary, is acquiring all of the outstanding capital stock of the Company (the "Transaction"); WHEREAS, Executive is the Chairman (the "Chairman") of the Board of Directors (the "Company Board") and the Chief Executive Officer of the Company, and the Executive desires to continue his employment with the Compa

Simmons Co /Ga/ – MANAGEMENT AGREEMENT (March 23rd, 2004)

EXHIBIT 10.20 MANAGEMENT AGREEMENT This Management Agreement (this "AGREEMENT") is entered into as of the 19th day of December, 2003, by and between Simmons Company, a Delaware corporation (the "COMPANY"), and THL Managers V, LLC, a Delaware limited liability company (the "SPONSOR"). WHEREAS, certain affiliates of Thomas H. Lee Partners, L.P. ("THL") have provided equity financing to the Company's indirect parent, THL Bedding Holding Company, a Delaware corporation ("HOLDINGS"), pursuant to that certain Contribution Agreement dated as of December 19, 2003, by and among Holdings and the persons listed on the signatures pages thereto. WHEREAS, Holdings' indirect subsidiary, THL Bedding Company ("THL BEDDING") entered into that certain Stock Purchase Agreement by and among THL Bedding, Simmons Holdings, Inc. and the sellers party thereto, dated as of November 17, 2

Simmons Co /Ga/ – EXCHANGE AND REGISTRATION RIGHTS AGREEMENT (March 23rd, 2004)

EXHIBIT 4.2 EXECUTION COPY THL BEDDING COMPANY to be merged ultimately with and into SIMMONS HOLDINGS, INC. and renamed Simmons Company 7.875% SENIOR SUBORDINATED NOTES DUE 2014 unconditionally guaranteed as to the payment of principal, premium, if any, and interest by the Guarantors listed on the signature pages hereto EXCHANGE AND REGISTRATION RIGHTS AGREEMENT December 19, 2003 Goldman, Sachs & Co., Deutsche Bank Securities, UBS Securities LLC As representatives of the several Purchasers named in Schedule I to the Purchase Agreement c/o Go

Simmons Co /Ga/ – SENIOR MANAGER RESTRICTED STOCK AGREEMENT (March 23rd, 2004)

EXHIBIT 10.23 SENIOR MANAGER RESTRICTED STOCK AGREEMENT This Senior Manager Restricted Stock Agreement (this "Agreement") is made as of this 19th day of December, 2003 (the "Effective Date") between THL Bedding Holding Company, a Delaware corporation (the "Company"), and the undersigned employee (the "Employee"). Certain capitalized terms used herein are defined in Section 6 hereof. WHEREAS, the Company believes it to be in the best interests of the Company and its shareholders to take action to promote work-force stability, to reward performance and otherwise align employee interests with those of the Company; and WHEREAS, accordingly the Company has determined to issue restricted stock in accordance with the provisions of this Agreement. NOW, THEREFORE, in consideration of the mutual covenants contained herein and other

Simmons Co /Ga/ – EMPLOYMENT AGREEMENT (March 23rd, 2004)

EXHIBIT 10.30 EXECUTION COPY EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the "Agreement") is made as of December 19, 2003 (the "Effective Date"), among THL BEDDING HOLDING COMPANY, A Delaware corporation ("Holdings"), SIMMONS COMPANY, a Delaware corporation (the "Company"), and WILLIAM S. CREEKMUIR, an individual resident of the State of Georgia (the "Executive"). W I T N E S S E T H: WHEREAS, concurrently herewith, Holdings, through its indirect wholly owned subsidiary, is acquiring all of the outstanding capital stock of the Company (the "Transaction"); WHEREAS, Executive is the Executive Vice President and Chief Financial Officer of the Company, and the Executive desires to continue his employment with the Company in such capacities after the consummation

Simmons Co /Ga/ – CREDIT AND GUARANTY AGREEMENT (March 23rd, 2004)

EXHIBIT 10.33 CREDIT AND GUARANTY AGREEMENT dated as of December 19,2003 among, THL BEDDING COMPANY, as Company, THL-SC BEDDING COMPANY AND CERTAIN SUBSIDIARIES OF COMPANY, as Guarantors, THE FINANCIAL INSTITUTIONS LISTED HEREIN, as Lenders, GOLDMAN SACHS CREDIT PARTNERS L.P., as Sole Bookrunner, a Joint Lead Arranger and as Co-Syndication Agent, UBS SECURITIES LLC, as a Joint Lead Arranger and as Co-Syndication Agent, DEUTSCHE BANK AG, NEW YORK BRANCH, as Administrative Agent GENERAL ELECTRIC CAPITAL CORPORATION,

Simmons Co /Ga/ – AND GUARANTY AGREEMENT (March 23rd, 2004)

EXHIBIT 10.34 SENIOR UNSECURED TERM LOAN AND GUARANTY AGREEMENT dated as of December 19, 2003 among, THL BEDDING COMPANY, as Company, THL-SC BEDDING COMPANY AND CERTAIN SUBSIDIARIES OF COMPANY, as Guarantors, THE FINANCIAL INSTITUTIONS LISTED HEREIN, as Lenders, GOLDMAN SACHS CREDIT PARTNERS L.P., as Sole Bookrunner, a Joint Lead Arranger and as Co-Syndication Agent, UBS SECURITIES LLC, as a Joint Lead Arranger and as Co-Syndication Agent, and DEUTSCHE BANK AG, NEW YORK BRANCH,

Simmons Co /Ga/ – THL BEDDING COMPANY ANNOUNCES RECEIPT OF CONSENTS SUFFICIENT TO AMEND INDENTURE (December 5th, 2003)

EXHIBIT 99.1 THL BEDDING COMPANY ANNOUNCES RECEIPT OF CONSENTS SUFFICIENT TO AMEND INDENTURE FOR THE 10-1/4% NOTES ISSUED BY SIMMONS COMPANY BOSTON, MASSACHUSETTS, December 3, 2003 -- THL Bedding Company ("THL Bedding") in connection with the previously announced acquisition (the "Acquisition") of Simmons Company (the "Company") by affiliates of Thomas H. Lee Partners L.P., announced today that it has received the requisite consents to amend the indenture relating to the Company's $150,000,000 aggregate principal amounts of 10-1/4% Senior Subordinated Notes due 2009 (the "Notes"). Specifically, the Company received consents from holders representing approximately 94% of the outstanding Notes. The related tender offer is scheduled to expire at 12:01 a.m., New York City time, on December 17,2003 (the "Expiration Date"), unless extended or earlier terminated and is subject to the satisfaction of c

Simmons Co /Ga/ – 10-1/4% SENIOR SUBORDINATED NOTES DUE 2009 (November 19th, 2003)

EXHIBIT 99.1 TENDER OFFER AND CONSENT SOLICITATION ANNOUNCED FOR SIMMONS COMPANY 10-1/4% SENIOR SUBORDINATED NOTES DUE 2009 BOSTON, MASSACHUSETTS, November 18 , 2003 - - THL Bedding Company ("THL Bedding") announced today that, in connection with its previously announced acquisition (the "Acquisition") of Simmons Company (the "Company"), THL Bedding (the "Purchaser") has commenced a cash tender offer and consent solicitation for any and all of the $150,000,000 aggregate principal amount of 10-1/4% Senior Subordinated Notes due 2009 of the Company (the "Notes") (CUSIP No. 828709AD7). The offer is subject to the satisfaction of certain conditions including the consummation of the Acquisition and the receipt of consents of Holders representing a majority in principal amount of the outstanding Notes. The tender offer will expire at 12:01 a.m., New York City time, on December 17, 200

Simmons Co /Ga/ – CREDIT AND GUARANTY AGREEMENT (November 17th, 2003)

Exhibit 10.6.6 SIMMONS COMPANY FIFTH AMENDMENT TO CREDIT AND GUARANTY AGREEMENT THIS FIFTH AMENDMENT (this "AMENDMENT") dated as of November 12, 2003 to the CREDIT AND GUARANTY AGREEMENT dated as of October 29, 1998 (as amended by that certain First Amendment to Credit and Guaranty Agreement dated as of March 1, 1999, that certain Second Amendment to Credit and Guaranty Agreement dated as of March 22, 2000, that certain Third Amendment and Waiver to Credit and Guaranty Agreement dated as of January 5, 2001, that certain Fourth Amendment to Credit and Guaranty Agreement dated as of October 21, 2002 and that certain Consent Letter dated as of February 6, 2003 (the "CREDIT AGREEMENT") is entered into by and among SIMMONS COMPANY, a Delaware corporation (the "COMPANY"), SIMMONS HOLDINGS, INC., a Delaware corporation ("HOLDINGS")