0001275211-09-000013 Sample Contracts

FIRST AMENDMENT TO SECOND FORBEARANCE AGREEMENT; FOURTH AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT AND SECOND AMENDMENT TO THE PLEDGE AND SECURITY AGREEMENT
Second Forbearance Agreement • March 30th, 2009 • Simmons Co • Wood household furniture, (no upholstered) • New York

This FIRST AMENDMENT TO SECOND FORBEARANCE AGREEMENT; FOURTH AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT AND SECOND AMENDMENT TO THE PLEDGE AND SECURITY AGREEMENT (this “Amendment”) is entered into as of March 25, 2009, by and among Simmons Bedding Company (the “Company”), THL-SC Bedding Company and certain subsidiaries of the Company party to the Credit Agreement (as hereafter defined) as Guarantors (together with the Company, the “Credit Parties”), the financial institutions party hereto as Lenders (as hereinafter defined) under the Credit Agreement (as hereinafter defined) and Deutsche Bank AG, New York Branch, individually as a Lender (“DBNY”) and as administrative agent and collateral agent for the Lenders (in such capacities, the “Agent”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Credit Agreement.

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AMENDMENT NO. 1 TO FORBEARANCE AGREEMENT TO INDENTURE
Forbearance Agreement to Indenture • March 30th, 2009 • Simmons Co • Wood household furniture, (no upholstered) • New York

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).

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