MATTRESS DISCOUNTERS CORP
SECOND AMENDMENT TO THE CREDIT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>dex102.txt
<DESCRIPTION>SECOND AMENDMENT TO THE CREDIT AGREEMENT
<TEXT>
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                                                                    Exhibit 10.2
                                                                    ------------

     SECOND AMENDMENT, dated as of June 20, 2002 (this "Amendment"), to the
Credit Agreement, dated as of August 6, 1999, as amended and restated as of
January 11, 2002, as amended by the First Amendment dated as of May 14, 2002 (as
further amended, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among Mattress Holding Corporation ("Holdings"), Mattress
Discounters Corporation (the "Borrower"), the several banks and other financial
institutions from time to time parties thereto (the "Lenders"), the Co-Agent
named therein, and JPMorgan Chase Bank, as Administrative Agent.

                              W I T N E S S E T H:
                               - - - - - - - - - -

     WHEREAS, Holdings, the Borrower, the Lenders, the Co-Agent and the
Administrative Agent are parties to the Credit Agreement; and

     WHEREAS, the Borrower has requested that the Lenders enter into this
Amendment as provided herein;

     NOW, THEREFORE, in consideration of the premises and mutual agreements
contained herein, and for other valuable consideration the receipt of which is
hereby acknowledged, the parties hereto agree as follows:

          1. Definitions. All terms defined in the Credit Agreement shall have
such defined meanings when used herein unless otherwise defined herein.

          2. Amendment to Definition of "Interest Payment Date". The definition
of "Interest Payment Date" contained in Section 1.1 of the Credit Agreement is
hereby amended and restated in its entirety as follows:

     "Interest Payment Date": (a) as to any ABR Loan, the last day of each
     calendar month to occur while such Loan is outstanding and the final
     maturity date of such Loan, (b) as to any Eurodollar Loan, each day that is
     one month, or a whole multiple thereof, after the first day of such
     Interest Period and the last day of such Interest Period and (c) as to any
     Loan (other than, unless otherwise provided herein, any Loan that is an ABR
     Loan), the date of any repayment or prepayment made in respect thereof.

          3. New Definition. Section 1.1 of the Credit Agreement is hereby
amended by adding the following definition in the appropriate alphabetical
order:

     "Chicago Sale": the Disposition of 100% of the Capital Stock of The Bedding
     Experts, Inc. on the terms and conditions (the "Disposition Terms")
     described in the Stock Purchase Agreement, dated as of June 14, 2002,
     between the Borrower and Mattress World, Inc., and the License Agreement
     and the Supply Agreement referred to therein, or on other terms and
     conditions that are not materially less favorable to the Borrower or the
     Lenders than the Disposition Terms.

          4. Amendment to Section 2.6. Paragraphs (c) and (d) of Section 2.6 of
the Credit Agreement are hereby amended and restated in their entirety as
follows:

     "(c) If on any date Holdings, the Borrower or any of their respective
     Subsidiaries shall receive Net Cash Proceeds from any Asset Sale then such
     Net Cash Proceeds shall be applied on such date toward the reduction of the
     Commitments.

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     (d) If on any date Holdings, the Borrower or any of their respective
     Subsidiaries shall receive Net Cash Proceeds from any Recovery Event then
     such Net Cash Proceeds shall be applied on such date toward the reduction
     of the Commitments."

          5. Amendment to Section 6.2. Section 6.2 of the Credit Agreement is
hereby amended by (i) relettering clause (j) as clause (k) and changing the
corresponding reference in the opening lines of said Section and (ii) adding the
following new clause (j):

     "(j) within 5 days after the end of each alternate calendar week
     (commencing with the week ending June 22, 2002), a cash flow report with
     respect to the Borrower and its Subsidiaries for the 13-week period
     beginning with such week"

          6. Amendment to Section 7.1. Section 7.1 of the Credit Agreement is
hereby amended by replacing the table contained therein with the following
table:


                                                     Minimum Consolidated
                 Fiscal Quarter                            EBITDA
              --------------------                   ---------------------
               March 30, 2002                            $2,000,000
               June 29, 2002                             $8,705,000
               September 28, 2002                       $11,006,000
               December 28, 2002                        $13,670,000
               March 29, 2003                           $14,717,000
               June 28, 2003                            $16,909,000
               September 27, 2003                       $19,034,000
               January 3, 2004                          $21,500,000

          7. Amendment to Section 7.5. Section 7.5 of the Credit Agreement is
hereby amended by adding the following new paragraph (j) to the end thereof:

     "(j) the Chicago Sale"

          8. Amendments to Sections 7.7 and 7.8. Paragraph (b) of Section 7.7 of
the Credit Agreement and paragraph (f) of Section 7.8 of the Credit Agreement
are each hereby replaced with the reference "[INTENTIONALLY OMITTED]".

          9. Amendment to Section 10.5(a). Section 10.5(a) of the Credit
Agreement is hereby amended by adding the following new clause (vi) to the end
thereof:

     "and (vi) the reasonable fees and disbursements of FTI Policano & Manzo
     incurred on behalf of the Administrative Agent and the Lenders in
     connection with the proposed restructuring of the Senior Notes"

          10. Representations; No Default. On and as of the date hereof, and
after giving effect to this Amendment, each of Holdings and the Borrower
confirms, reaffirms and restates that the representations and warranties set
forth in Section 4 of the Credit Agreement are true and correct in all material
respects, provided that the references to the Credit Agreement therein shall be
deemed to be references to this Amendment and to the Credit Agreement as
modified by this Amendment.

          11. Conditions to Effectiveness. This Amendment shall become effective
on and as of the date that the Administrative Agent shall have received (a)
counterparts of this Amendment, duly executed and delivered by a duly authorized
officer of each of Holdings, the Borrower, the Administrative Agent

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and the Required Lenders and (b) a retainer in respect of the reasonable fees
and disbursements of FTI Policano & Manzo incurred on behalf of the
Administrative Agent and the Lenders in connection with the proposed
restructuring of the Senior Notes and of counsel to the Administrative Agent in
the aggregate amount of $125,000.

          12. Limited Amendment. Except as expressly modified herein, the Credit
Agreement shall continue to be, and shall remain, in full force and effect. This
Amendment shall not be deemed to be a waiver of, or consent to, or a
modification or amendment of, any other term or condition of the Credit
Agreement or any other Loan Document or to prejudice any other right or rights
which the Lenders may now have or may have in the future under or in connection
with the Credit Agreement or any of the instruments or agreements referred to
therein, as the same may be amended from time to time.

          13. Counterparts. This Amendment may be executed by one or more of the
parties hereto in any number of separate counterparts and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.

          14. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

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     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their respective duly authorized officers as of the
date first above written.

                                       MATTRESS HOLDING CORPORATION

                                       By: /s/ James B. Hirshorn
                                          ---------------------------
                                       Name: James B. Hirshorn
                                       Title:

                                       MATTRESS DISCOUNTERS CORPORATION

                                       By: /s/ Rick Frier
                                          ---------------------------
                                       Name: Rick Frier
                                       Title: CFO

                                       JPMORGAN CHASE BANK, as Administrative
                                       Agent and as a Lender

                                       By: /s/ Michael Lancia
                                          ---------------------------
                                       Name: Michael Lancia
                                       Title: Vice President

                                       FLEET NATIONAL BANK, as a Lender

                                       By: /s/ George Durstin
                                          ---------------------------
                                       Name: George Durstin
                                       Title: VP

                                       ARK II CLO 2001-1, LIMITED, as a Lender

                                       By:  Patriarch Partners II, LLC, its
                                       Collateral Manager

                                       By: /s/ Lynn Titton
                                          ---------------------------
                                       Name: Lynn Titton
                                       Title: Authorized Signatory

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