<PAGE> 1
EXHIBIT 99.2
(CONFORMED EXECUTED COPY)
SIMMONS COMPANY
THIRD AMENDMENT AND WAIVER TO
CREDIT AND GUARANTY AGREEMENT
THIS THIRD AMENDMENT AND WAIVER (this "Amendment") dated as of January
5, 2001 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 and that certain Second Amendment to Credit and Guaranty
Agreement dated as of March 22, 2000, the "Credit Agreement") is entered into by
and among SIMMONS COMPANY, a Delaware corporation (the "Company"), SIMMONS
HOLDINGS, INC., a Delaware corporation ("Holdings"), the CREDIT SUPPORT PARTY
listed on the signature papers hereto, CERTAIN FINANCIAL INSTITUTIONS listed on
the signature pages hereto, GOLDMAN SACHS CREDIT PARTNERS L.P., as Syndication
Agent and UBS AG, STAMFORD 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.
RECITALS
WHEREAS, Company has advised Lenders that the litigation with Serta
disclosed on SCHEDULE 4.25 of the Credit Agreement (the "Subject Litigation")
has been resolved and that the settlement liability of Holdings and its
Subsidiaries in connection with the Subject Litigation is equal to $4,250,000;
WHEREAS, Company has represented and warranted in Section 4.10 of the
Credit Agreement that the Subject Litigation would not reasonably be expected to
exceed $1,500,000;
WHEREAS, Company requests that Requisite Lenders hereby waive the
provisions of Section 3.2(b) of the Credit Agreement to the extent that such
provisions require that the representations and warranties pertaining to the
Subject Litigation in Section 4.10 of the Credit Agreement are true, correct and
complete in all respects on and as of a Credit Extension Date;
WHEREAS, Company and Requisite Lenders desire to amend the Credit
Agreement to (i) permit Company to purchase an option to sell certain account
receivables of The Heilig-
<PAGE> 2
Meyers Company for an aggregate amount equal to no greater than $3,000,000, (ii)
allow the sale and lease-back of certain equipment of Company and its
Subsidiaries for an aggregate amount equal to no greater than $10,000,000, (iii)
make certain amendments to the levels of certain financial covenants, (iv) make
certain amendments to EXHIBIT M (Certain Adjustments to EBITDA) with respect to
the Subject Litigation and (v) to make certain other amendments as set forth
below; and
WHEREAS, pursuant to Section 2.12(b) of the Credit Agreement, Company
hereby notifies Administrative Agent and the Lenders of a permanent reduction in
the aggregate amount of the Revolving Loan Commitments 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 1.1 AMENDMENTS TO SECTION 1: DEFINITIONS.
A. Section 1.1 of the Credit Agreement is hereby amended by adding the
following definitions in proper alphabetical order:
"PERMITTED SALE/LEASE-BACK TRANSACTIONS" means the
sale and lease-back of certain equipment of Company and its
Subsidiaries to a third-party for an aggregate amount equal
to no greater than $10,000,000, the terms and conditions of
which shall be reasonably satisfactory to Administrative
Agent.
"RECEIVABLES PUT OPTION" means the option purchased
by Company to sell certain account receivables of The
Heilig-Meyers Company for an aggregate amount equal to no
greater than $3,000,000, the terms and conditions of which
shall be reasonably satisfactory to Syndication Agent and
Administrative Agent.
B. Section 1.1 of the Credit Agreement is hereby amended by restating clauses
(i) and (ii) of the definition of "APPLICABLE MARGIN" in their entirety as
follows:
"(i) 2.25% per annum for Tranche B Term Loans which are Base
Rate Loans and 2.50% per annum for Tranche C Term Loans which
are Base Rate Loans; PROVIDED, if the Leverage Ratio in effect
is greater than 4.75:1.00 then "APPLICABLE MARGIN" shall mean
2.50% per annum for Tranche B Term Loans which are Base Rate
Loans and 2.75% per annum for Tranche C Term Loans which are
Base Rate Loans, (ii) 3.25% per annum for Tranche B
<PAGE> 3
Term Loans which are Eurodollar Rate Loans and 3.50% per
annum for Tranche C Term Loans which are Eurodollar Rate
Loans; PROVIDED, if the Leverage Ratio in effect is greater
than 4.75:1.00 then "APPLICABLE MARGIN" shall mean 3.50% per
annum for Tranche B Term Loans which are Eurodollar Rate
Loans and 3.75% per annum for Tranche C Term Loans which are
Eurodollar Rate Loans, and"
C. Section 1.1 of the Credit Agreement is hereby amended by restating the
table set forth in the definition of "APPLICABLE MARGIN" in its entirety as
follows:
<TABLE>
<CAPTION>
================================================================================================================
Applicable Margin for Tranche A
Term Loans and Applicable Margin for Tranche A Term
Revolving Loans which are Loans, Revolving Loans and Swing Line
Leverage Ratio Eurodollar Loans Loans which are Base Rate Loans
----------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Greater than
4.75:1.00 3.00% 2.00%
----------------------------------------------------------------------------------------------------------------
Greater than
4.25:1.00 and #4.75:1.00 2.75% 1.75%
----------------------------------------------------------------------------------------------------------------
Greater than
3.75:1.00 and #4.25:1.00 2.50% 1.50%
----------------------------------------------------------------------------------------------------------------
Greater than
3.25:1.00 and #3.75:1.00 2.25% 1.25%
----------------------------------------------------------------------------------------------------------------
#3.25:1.00 2.00% 1.00%
================================================================================================================
</TABLE>
SECTION 1.2 AMENDMENTS TO SECTION 6: NEGATIVE COVENANTS.
A. LIENS. Section 6.2 of the Credit Agreement is hereby amended by deleting
the "and" at the end of subsection (viii) thereof, deleting the "." at the end
of subsection (ix) thereof and inserting the phrase "; and " in lieu thereof,
and further by inserting the following subsection (x) at the end thereof:
"(x) Liens in connection with the sale of any account
receivable pursuant to the Receivables Put Option."
B. MINIMUM FIXED CHARGE COVERAGE RATIO. Section 6.6(a) of the Credit Agreement
is hereby amended by deleting the table set forth therein in its entirety and
substituting therefor the following:
<PAGE> 4
<TABLE>
<CAPTION>
========================================================== =================================
Minimum Fixed Charge Coverage
Period Ratio
========================================================== =================================
<S> <C>
The last day of Fiscal Year 2000 - the day immediately
preceding the end of 1st Fiscal Quarter 2001 1.40:1.00
---------------------------------------------------------- ---------------------------------
The last day of 1st Fiscal Quarter 2001 - the day
immediately preceding the end of 2nd Fiscal Quarter 2001 1.45:1.00
---------------------------------------------------------- ---------------------------------
The last day of 2nd Fiscal Quarter 2001 - the day
immediately preceding the end of 3rd Fiscal Quarter 2001 1.50:1.00
---------------------------------------------------------- ---------------------------------
The last day of 3rd Fiscal Quarter 2001 - the day
immediately preceding the end of Fiscal Year 2001 1.65:1.00
---------------------------------------------------------- ---------------------------------
The last day of Fiscal Year 2001 - the day immediately
preceding the end of 2nd Fiscal Quarter 2002 1.75:1.00
---------------------------------------------------------- ---------------------------------
The last day of 2nd Fiscal Quarter 2002 and thereafter
1.95:1.00
---------------------------------------------------------- ---------------------------------
</TABLE>
C. MINIMUM CASH INTEREST COVERAGE RATIO. Section 6.6(b) of the Credit
Agreement is hereby amended by deleting the table set forth therein in its
entirety and substituting therefor the following:
<TABLE>
<CAPTION>
========================================================== =================================
Minimum Cash Interest
Period Coverage Ratio
========================================================== =================================
<S> <C>
The last day of Fiscal Year 2000 - the day immediately 1.65:1.00
preceding the end of 1st Fiscal Quarter 2001
---------------------------------------------------------- ---------------------------------
The last day of 1st Fiscal Quarter 2001 - the day 1.70:1.00
immediately preceding the end of 2nd Fiscal Quarter 2001
---------------------------------------------------------- ---------------------------------
The last day of 2nd Fiscal Quarter 2001 - the day 1.85:1.00
immediately preceding the end of 3rd Fiscal Quarter 2001
---------------------------------------------------------- ---------------------------------
</TABLE>
<PAGE> 5
<TABLE>
<CAPTION>
========================================================== =================================
Minimum Cash Interest
Period Coverage Ratio
========================================================== =================================
<S> <C>
The last day of 3rd Fiscal Quarter 2001 - the day 2.10:1.00
immediately preceding the end of Fiscal Year 2001
---------------------------------------------------------- ---------------------------------
The last day of Fiscal Year 2001 - the day immediately 2.30:1.00
preceding the end of 2nd Fiscal Quarter 2002
---------------------------------------------------------- ---------------------------------
The last day of 2nd Fiscal Quarter 2002 - thereafter 2.50:1.00
========================================================== =================================
</TABLE>
D. MAXIMUM LEVERAGE RATIO. Section 6.6(c) of the Credit Agreement is hereby
amended by deleting the table set forth therein in its entirety and
substituting therefor the following:
<TABLE>
<CAPTION>
========================================================== =================================
Maximum
Period Leverage Ratio
========================================================== =================================
<S> <C>
The last day of Fiscal Year 2000 - the day immediately 5.75:1.00
preceding the end of 1st Fiscal Quarter 2001
---------------------------------------------------------- ---------------------------------
The last day of 1st Fiscal Quarter 2001 - the day 5.60:1.00
immediately preceding the end of 2nd Fiscal Quarter 2001
---------------------------------------------------------- ---------------------------------
The last day of 2nd Fiscal Quarter 2001 - the day 5.00:1.00
immediately preceding the end of Fiscal Year 2001
---------------------------------------------------------- ---------------------------------
The last day of Fiscal Year 2001 and thereafter 4.75:100
========================================================== =================================
</TABLE>
E. FUNDAMENTAL CHANGES; ASSET SALES AND ACQUISITIONS. Section 6.7 is hereby
amended by adding the following clause (vii) at the end thereto as follows:
"(vii) Company and its Subsidiaries may sell assets in
connection with any Permitted Sale/Lease-Back Transaction and
in connection with the Receivables Put Option; provided, the
sale of any account receivable pursuant to the Receivables Put
Option shall not be deemed an Asset Sale for any purpose
hereunder."
<PAGE> 6
F. CONSOLIDATED CAPITAL EXPENDITURES. Section 6.8 of the Credit Agreement is
hereby amended by deleting the reference to "$12,500,000" for the period
ending 12/30/00 in the table set forth therein and substituting "$13,500,000"
therefor.
G. SALES AND LEASE-BACKS. Section 6.9 of the Credit Agreement is hereby
amended by adding the following proviso at the end thereto:
"; provided, further, that Company and its Subsidiaries may
become and remain liable as lessee, guarantor or other surety
with respect to any Operating Lease entered into in connection
with any Permitted Sale/Lease-Back Transaction; provided,
further still, that the net proceeds from any such Permitted
Sale/Lease-Back Transaction shall be deemed Net Asset Sale
Proceeds for all purposes hereof but shall not be deemed
Proposed Reinvestment Proceeds for purposes of Section 2.13."
SECTION 1.3 AMENDMENTS TO EXHIBITS.
The Credit Agreement is hereby amended by deleting the current Exhibit
M (Certain Adjustments to EBITDA) in its entirety and substituting therefor a
new Exhibit M in the form of Annex A attached hereto.
SECTION 2. WAIVER
As of the Third Amendment Effective Date (as defined in Section 4
hereof), the Requisite Lenders hereby waive the provisions of Section 3.2(b) of
the Credit Agreement to the extent that such provisions require that the
representations and warranties pertaining to the Subject Litigation in Section
4.10 of the Credit Agreement are true, correct and complete in all respects on
and as of a Credit Extension Date. The waiver set forth in this Section 2 shall
be effective only as to the matters set forth specifically herein and shall not
entitle the Company to any other waiver or agreement with respect to any other
matter.
SECTION 3. NOTICE OF REVOLVING LOAN COMMITMENT REDUCTION
Pursuant to Section 2.12(b) of the Credit Agreement, Company hereby
notifies Administrative Agent and each Lender that the aggregate amount of the
Revolving Loan Commitments shall be permanently reduced by an amount equal to
$20,000,000 on January 12, 2001, making the aggregate amount of the Revolving
Loan Commitments $60,000,000 as of such date, and the Revolving Loan Commitments
of each Lender shall be reduced proportionately to its Pro Rata Share.
<PAGE> 7
SECTION 4. CONDITIONS TO EFFECTIVENESS
Sections 1 and 2 of this Amendment shall become effective only upon the
satisfaction of all of the following conditions precedent (the date of
satisfaction of such conditions being referred to herein as the "Third Amendment
Effective Date"):
A. EXECUTION. Credit Parties and Requisite Lenders shall have executed this
Amendment.
B. AMENDMENT FEE. The Administrative Agent shall have received, for
distribution to all Lenders executing this Amendment, an amendment fee equal
to 0.200% of such Lender's outstanding Loans and Commitments.
C. OTHER FEES. The Agents shall have received all other fees and other amounts
due and payable on or prior to the Third Amendment Effective Date, including,
to the extent invoiced, 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.
D. NECESSARY CONSENTS. Each Credit Party shall have obtained all material
consents necessary or advisable in connection with the transactions
contemplated by this Amendment.
E. OTHER DOCUMENTS. Administrative Agent and Lenders shall have received such
other documents and information regarding Credit Parties as Administrative
Agent may reasonably request.
SECTION 5. 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, each of the Company
represents and warrants to each Lender that other than with respect to the
Subject Litigation, the following statements are true, correct and complete in
all material respects:
A. CORPORATE POWER AND AUTHORITY. Each Credit Party which is party hereto has
all requisite corporate 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") and
the other Credit Documents.
B. AUTHORIZATION OF AGREEMENTS. The execution and delivery of this Amendment
and the performance of the Amended Agreement and the other Credit Documents
have been duly authorized by all necessary corporate action on the part of
each Credit Party.
C. NO CONFLICT. The execution and delivery by each Credit Party of this
Amendment and the performance by each Credit Party of the Amended Agreement
and the other Credit
<PAGE> 8
Documents do not and will not (i) violate (A) any provision of any law,
statute, rule or regulation, or of the certificate or articles of
incorporation or partnership agreement, other constitutive documents or
by-laws of Holdings, the Company or any Subsidiary, (B) any applicable order
of any court or any rule, regulation or order of any Governmental Authority or
(C) any provision of any indenture, certificate of designation for preferred
stock, agreement or other instrument to which Holdings, the Company or any
Subsidiary is a party or by which any of them or any of their property is or
may be bound, (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 such
indenture, certificate of designation for preferred stock, agreement or other
instrument, where any such conflict, violation, breach or default referred to
in clause (i) or (ii) of this Section 5.C., individually or in the aggregate
could 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 Third Amendment Effective Date.
D. GOVERNMENTAL CONSENTS. No action, consent or approval of, registration or
filing with or any other action by any Governmental Authority is or will be
required in connection with the execution and delivery by each Credit Party of
this Amendment and the performance by Company and Holdings of the Amended
Agreement and the other Credit Documents, except for such actions, consents
and approvals the failure to obtain or make which could not reasonably be
expected to result in a Material Adverse Effect or which have been obtained
and are in full force and effect.
E. BINDING OBLIGATION. This Amendment and the Amended Agreement have been duly
executed and delivered by each of the Credit Parties party thereto and each
constitutes a legal, valid and binding obligation of such Credit Party to the
extent a party thereto enforceable against such Credit Party in accordance
with its terms, except as enforceability may be limited by bankruptcy,
insolvency, moratorium, reorganization or other similar laws affecting
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).
F. INCORPORATION OF REPRESENTATIONS AND WARRANTIES FROM CREDIT AGREEMENT. The
representations and warranties contained in Section 4 of the Amended Agreement
are and will be true, correct and complete in all material respects on and as of
the Third Amendment Effective Date to the same extent as though made on and as
of that date, except to the extent such representations and warranties
specifically relate to an earlier date, in which case they were true, correct
and complete in all material respects on and as of such earlier date.
G. ABSENCE OF DEFAULT. No event has occurred and is continuing or will result
from the consummation of the transactions contemplated by this Amendment that
would constitute an Event of Default or a Default.
<PAGE> 9
SECTION 6. ACKNOWLEDGMENT AND CONSENT
Simmons International Holdings Company, Inc. referred to
herein as the "credit support party", and the Credit Documents to which they
are a party are collectively referred to herein as the "CREDIT SUPPORT
DOCUMENTS".
Credit Support Party hereby acknowledges that it has reviewed
the terms and provisions of the Credit Agreement and this Amendment and consents
to the amendment of the Credit Agreement effected pursuant to this Amendment.
Credit Support Party hereby confirms that each Credit Support Document to which
it is a party or otherwise bound and all Collateral encumbered thereby will
continue to guarantee or secure, as the case may be, to the fullest extent
possible in accordance with the Credit Support Documents the payment and
performance of all "Obligations" under each of the Credit Support Documents to
which is a party (in each case as such terms are defined in the applicable
Credit Support Document).
Credit Support Party acknowledges and agrees that any of the Credit
Support Documents to which it is a party or otherwise bound shall continue in
full force and effect and that all of its obligations thereunder shall be valid
and enforceable and shall not be impaired or limited by the execution or
effectiveness of this Amendment. Credit Support Party represents and warrants
that all representations and warranties contained in the Amended Agreement and
the Credit Support Documents to which it is a party or otherwise bound are true,
correct and complete in all material respects on and as of the Third Amendment
Effective Date to the same extent as though made on and as of that date, except
to the extent such representations and warranties specifically relate to an
earlier date, in which case they were true, correct and complete in all material
respects on and as of such earlier date.
Credit Support Party acknowledges and agrees that (i) notwithstanding
the conditions to effectiveness set forth in this Amendment, Credit Support
Party is not required by the terms of the Credit Agreement or any other Credit
Support Document to consent to the amendments to the Credit Agreement effected
pursuant to this Amendment and (ii) nothing in the Credit Agreement, this
Amendment or any other Credit Support Document shall be deemed to require the
consent of Credit Support Party to any future amendments to the Credit
Agreement.
SECTION 7. MISCELLANEOUS
A. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT AND THE OTHER LOAN
DOCUMENTS.
(i) On and after the Third Amendment Effective Date, each reference
in the Credit Agreement to "this Agreement", "hereunder", "hereof",
"herein" or words of like import referring to the Credit Agreement,
and each reference in the other Credit
<PAGE> 10
Documents to the "Credit Agreement", "thereunder", "thereof" or words
of like import referring to the Credit Agreement shall mean and be a
reference to the Credit Agreement as amended by this Amendment.
(ii) Except as specifically amended by this Amendment, the Credit
Agreement and the other Credit Documents shall remain in full force
and effect and are hereby ratified and confirmed.
(iii) The execution, delivery and performance of this Amendment shall
not, except as expressly provided herein, constitute a waiver of any
provision of, or operate as a waiver of any right, power or remedy of
any Agent or Lender under, the Credit Agreement or any of the other
Credit Documents.
B. HEADINGS. Section and Subsection headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of
this Amendment for any other purpose or be given any substantive effect.
C. APPLICABLE LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING WITHOUT
LIMITATION SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW
YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.
D. COUNTERPARTS. This Amendment may be executed in any number of counterparts
and by different parties hereto in separate counterparts, each of which when
so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and
attached to a single counterpart so that all signature pages are physically
attached to the same document.
[Remainder of page intentionally left blank]
<PAGE> 11
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their respective officers thereunto duly
authorized as of the date first written above.
BORROWER: SIMMONS COMPANY
By:/s/ Brian P. Breen
-----------------------------------------------
Name: Brian P. Breen
Title: Vice President & Assistant Treasurer
HOLDINGS: SIMMONS HOLDINGS, INC.
By:/s/ Brian P. Breen
-----------------------------------------------
Name: Brian P. Breen
Title: Vice President & Assistant Treasurer
CREDIT SUPPORT SIMMONS INTERNATIONAL HOLDINGS COMPANY, INC.
PARTIES: (for the purposes of Section 6 only) as a Credit
Support Party
By:/s/ Brian P. Breen
-----------------------------------------------
Name:
Title:
<PAGE> 12
LENDERS AND AGENTS GOLDMAN SACHS CREDIT PARTNERS L.P.,
By: /s/ Elizabeth Fischer
-----------------------------------------------
Authorized Signatory
<PAGE> 13
UBS AG, STAMFORD BRANCH
By:/s/ Wilfred V. Saint
-----------------------------------------------
Name: Wilfred V. Saint
Title: Associate Director
Banking Products Services
By:/s/ Lynne B. Alfarone
-----------------------------------------------
Name: Lynne B. Alfarone
Title: Associate Director
Banking Products Services
<PAGE> 14
WACHOVIA BANK, N.A.,
By:/s/ Howard Kim
--------------------------------------------
Name: Howard Kim
Title: Senior Vice President
<PAGE> 15
FLEET NATIONAL BANK
By: /s/ Frances L. Mueller
--------------------------------------------
Name: Frances L. Mueller
Title: Vice President
<PAGE> 16
U.S. BANK NATIONAL ASSOCIATION
By:____________________________________________
Name:
Title:
<PAGE> 17
BHF-BANK AKTIENGESELLSCHAFT
NEW YORK BRANCH
By:/s/ Christopher J. Ruzzi
---------------------------------------------
Name: Christopher J. Ruzzi
Title: Vice President
By:/s/ Lisa Moraglia
--------------------------------------------
Name: Lisa Moraglia
Title: Associate
<PAGE> 18
SUNTRUST BANK
By:/s/ Katherine A. Boozer
---------------------------------------------
Name: Katherine A. Boozer
Title: Vice President
<PAGE> 19
WELLS FARGO BANK, N.A.
By:/s/ Hugh Diddy
--------------------------------------------
Name: Hugh Diddy
Title: Assistant Vice President
<PAGE> 20
BAYERISCHE HYPO-UND VEREINSBANK, AG NEW YORK BRANCH
By:/s/ Irv Roa
--------------------------------------------
Name: Irv Roa
Title: Associate Director
By:/s/ Vicky S. Soo
--------------------------------------------
Name: Vicky S. Soo
Title: Associate Director
<PAGE> 21
THE BANK OF NEW YORK
By:/s/ David C. Siegel
--------------------------------------------
Name: David C. Siegel
Title: Vice President
<PAGE> 22
BANK AUSTRIA CREDITANSTALT
CORPORATE FINANCE, INC.
By: /s/ Francesco Ossino
--------------------------------------------
Name: Francesco Ossino
Title: Vice President
By: /s/ David M. Harnisch
--------------------------------------------
Name: David M. Harnisch
Title: Senior Vice President
<PAGE> 23
HELLER FINANCIAL, INC.
By:/s/ Robert M. Reeg
--------------------------------------------
Name: Robert M. Reeg
Title: Assistant Vice President
<PAGE> 24
THE MITSUBISHI TRUST AND BANKING
CORPORATION
By: /s/ Toshimiro Hayashi
--------------------------------------------
Name: Toshimiro Hayashi
Title: Senior Vice President
<PAGE> 25
SENECA - CBO III
By:/s/ Charles Dicke
--------------------------------------------
Name:/s/ Charles Dicke
Title: Portfolio Manager
<PAGE> 26
SCOTIABANC INC.
By:/s/ William E. Zarrett
--------------------------------------------
Name: William E. Zarrett
Title: Managing Director
<PAGE> 27
ALLSTATE LIFE INSURANCE COMPANY
By:/s/ Jerry D. Zinkula
--------------------------------------------
Name: Jerry D. Zinkula
Title: Authorized Signatory
By: /s/ Charles D. Mires
--------------------------------------------
Name: Charles D. Mires
Title: Authorized Signatory
<PAGE> 28
MERRILL LYNCH SENIOR FLOATING RATE
FUND, INC.
By:/s/ Anthony Heyman
--------------------------------------------
Name: Anthony Heyman
Title: Authorized Signatory
<PAGE> 29
HSBC BANK USA
By:/s/ Carol A. Krause
--------------------------------------------
Name: Carol A. Krause
Title: Vice President
<PAGE> 30
FREMONT INVESTMENT & LOAN
By:/s/ Randolph M. Ross
--------------------------------------------
Name: Randolph M. Ross
Title: Vice President - Senior Portfolio Manager
<PAGE> 31
AIMCO CDO SERIES 200 A
By: /s/ Jerry D. Zinkula
--------------------------------------------
Name: Jerry D. Zinkula
Title: Authorized Signatory
By:/s/ Charles D. Mires
--------------------------------------------
Name: Charles D. Mires
Title: Authorized Signatory
<PAGE> 32
AMARA 1 FINANCE LTD.
BY: INVESCO SENIOR SECURED MANAGEMENT, INC.
AS SUB-ADVISOR
By: /s/ Thomas H. B. Ewald
--------------------------------------------
Name: Thomas H.B. Ewald
Title: Authorized Signatory
<PAGE> 33
AMARA 2 FINANCE LTD.
BY: INVESCO SENIOR SECURED MANAGEMENT, INC.
AS SUB-ADVISOR
By:/s/ Thomas H.B. Ewald
--------------------------------------------
Name: Thomas H.B. Ewald
Title: Authorized Signatory
<PAGE> 34
NORTH AMERICAN SENIOR FLOATING RATE FUND
BY: CYPRESSTREE INVESTMENT MANAGEMENT COMPANY,
INC. AS PORTFOLIO MANAGER
By:/s/ P.Jeffrey Huth
--------------------------------------------
Name: P. Jeffrey Huth
Title: Principal
<PAGE> 35
KZH CYPRESSTREE - 1 LLC
By:/s/ Kimberly Rowe
--------------------------------------------
Name: Kimberly Rowe
Title: Authorized Agent
<PAGE> 36
SENIOR DEBT PORTFOLIO
BY: BOSTON MANAGEMENT AND RESEARCH AS INVESTMENT
ADVISOR
By:/s/ Payson E. Swaffield
----------------------------------------------
Name: Payson E. Swaffield
Title: Vice President
EATON VANCE SENIOR INCOME TRUST
BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR
By:/s/ Payson E. Swaffield
----------------------------------------------
Name: Payson E. Swaffield
Title: Vice President
EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR
By: /s/ Payson E. Swaffield
--------------------------------------------
Name: Payson E. Swaffield
Title: Vice President
OXFORD STRATEGIC INCOME FUND
BY: EATON VANCE MANAGEMENT AS INVESTMENT ADVISOR
By:/s/ Payson E. Swaffield
----------------------------------------------
Name: Payson E. Swaffield
Title: Vice President
GRAYSON & CO.
BY: BOSTON MANAGEMENT AND RESEARCH AS INVESTMENT
ADVISOR
By:/s/ Payson E. Swaffield
----------------------------------------------
Name: Payson E. Swaffield
Title: Vice President
<PAGE> 37
BAVARIA TRR CORPORATION
By:/s/ Lori Rezza
--------------------------------------------
Name: Lori Rezza
Title: Vice President
<PAGE> 38
BLACK DIAMOND CLO 2000-1 LTD
By:/s/ Bernie Boggess
--------------------------------------------
Name: Bernie Boggess
Title: Director
<PAGE> 39
BLACK DIAMOND INTERNATIONAL
FUNDING, LTD
By:/s/ Bernie Boggess
----------------------------------------------
Name: Bernie Boggess
Title: Director
<PAGE> 40
LONGHORN CDO (CAYMAN) LTD.
BY: MERRILL LYNCH INVESTMENT MANAGERS, L.P.
AS INVESTMENT ADVISOR
By:/s/ Anthony Heyman
----------------------------------------------
Name: Anthony Heyman
Title: Authorized Signatory
<PAGE> 41
MASTER SENIOR FLOATING RATE TRUST
By:/s/ Anthony Heyman
----------------------------------------------
Name: Anthony Heyman
Title: Authorized Signatory
<PAGE> 42
PROMETHEUS INVESTMENT FUNDING
NO. 1 LTD.
By: CPF Asset Advisory, L.P. as Investment Manager
By:/s/ Irv Roa
------------------------------------------------
Name: Irv Roa
Title: Associate Director
By:/s/ Vicky S. Soo
------------------------------------------------
Name: Vicky S. Soo
Title: Associate Director
<PAGE> 43
TORONTO DOMINION (NEW YORK), INC.
By:/s/ Stacey Malek
--------------------------------------------
Name: Stacey Malek
Title: Vice President
<PAGE> 44
STEIN ROE FLOATING RATE LIMITED
LIABILITY COMPANY
By:/s/ James R. Fellows
--------------------------------------------
Name: James R. Fellows
Title: Senior Vice President
Stein Roe & Farnham Incorporated,
as Advisor to the Stein Roe Floating Rate
Limited Liability Company
<PAGE> 45
CITIBANK GLOBAL ASSET MANAGEMENT
By:__________________________________________
Name:
Title:
<PAGE> 46
<TABLE>
<CAPTION>
ANNEX A
EXHIBIT M TO THE CREDIT
AND GUARANTY AGREEMENT
Simmons Company
Historical Adjusted EBITDA
($ thousands)
1997 1998 1999 Q1 `00 Q2 `00 Q3 `00 Q4 `00
--------------------------------- ------------- ------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
EBITDA 53,325 58,682 52,612 Actual Actual Actual Actual
Interest Income 256 184 201 Actual Actual Actual Actual
Non-Recurring SWIFT/UNITE 2,347 2,208 -- -- -- -- --
Management Strategic Initiatives
Strategic Initiative #1 1,363 -- -- -- -- -- --
Strategic Initiative #2 330 -- -- -- -- -- --
Strategic Initiative #3 -- 418 444 -- -- -- --
Other
Discontinued Product Line 799 772 -- -- -- -- --
Severance -- -- 6,600 3,800 -- -- --
H&H -- -- 6,883 -- -- -- --
Serta Settlement -- -- -- -- -- -- 4,250
Serta Litigation Fees -- -- -- 42 354 1,322 282
EBITDA, as Adjusted 58,420 62,264 66,740
</TABLE>
The numbers set forth above under "EBITDA, as Adjusted" for periods
prior to Fiscal Year 2000 shall be used as "Consolidated Adjusted EBITDA" in
computing the covenants set forth in Section 6.6 of the Credit Agreement. EBITDA
for each Fiscal Quarter in 2000 shall use the actual numbers for such quarter
adjusted as provided under each heading '00. The severance and H&H adjustments
for 1999 were incurred in the fourth Fiscal Quarter of 1999.
