TEMPUR PEDIC INTERNATIONAL INC
AMENDMENT NO.1 AND LIMITED WAIVER
<DOCUMENT>
<TYPE>EX-10.1.1
<SEQUENCE>3
<FILENAME>dex1011.txt
<DESCRIPTION>AMENDMENT NO.1 AND LIMITED WAIVER
<TEXT>
<PAGE>
                                                                  Exhibit 10.1.1
                                                                  --------------

                       AMENDMENT NO.1 AND LIMITED WAIVER
                                       TO
                      AMENDED AND RESTATED CREDIT AGREEMENT
                      -------------------------------------

          This AMENDMENT NO. 1 AND LIMITED WAIVER TO AMENDED AND RESTATED CREDIT
AGREEMENT, dated as of November 26, 2003 (this "Amendment and Waiver"), is
entered into by and among TWI HOLDINGS, INC., a Delaware corporation ("Ultimate
Holdco"), TEMPUR WORLD, INC., a Delaware corporation ("Intermediate Holdco"),
TEMPUR WORLD HOLDINGS, INC., a Delaware corporation ("Holdco"), TEMPUR WORLD
HOLDINGS, S.L., a company organized under the laws of Spain ("Spanish Holdco"),
TEMPUR-PEDIC, INC., a Kentucky corporation ("TPI"), TEMPUR PRODUCTION USA, INC.,
a Virginia corporation ("TPUSA"), TEMPUR WORLD HOLDING COMPANY ApS, a company
organized under the laws of Denmark ("TWHC"), DAN-FOAM ApS, a company organized
under the laws of Denmark ("DF") (TPI and TPUSA are sometimes collectively
referred to herein as "US Borrowers" and individually as a "US Borrower"; TWHC
and DF are sometimes collectively referred to herein as "European Borrowers" and
individually as a "European Borrower"; and TPI, TPUSA, TWHC and DF are sometimes
collectively referred to as "Borrowers" and individually as a "Borrower"); the
other persons designated as "Credit Parties" on the signature pages thereto; the
Requisite Lenders set forth on the signature pages attached hereto; GENERAL
ELECTRIC CAPITAL CORPORATION, a Delaware corporation (in its individual capacity
"GE Capital"), as Administrative Agent, US L/C Issuer and as a Lender; LEHMAN
COMMERCIAL PAPER INC. (in its individual capacity, "LCPI"), as Syndication Agent
and as a Lender, NORDEA BANK DANMARK A/S (in its individual capacity "Nordea"),
as European Security Agent and as a Lender; GE EUROPEAN LEVERAGED FINANCE
LIMITED, a company incorporated under the laws of England and Wales (in its
individual capacity "GE ELF") as European Loan Agent for the European Lenders;
and HSBC BANK PLC, a company incorporated under the laws of England and Wales
(in its individual capacity "HSBC") as European Funding Agent. Unless otherwise
specified herein, capitalized terms used in this Amendment shall have the
meanings ascribed to them in Annex A to the Credit Agreement.

                                    RECITALS
                                    --------

          WHEREAS, Ultimate Holdco, Intermediate Holdco, Holdco, Spanish Holdco,
Borrowers, the Credit Parties, Administrative Agent, LCPI, Nordea, GE ELF, HSBC
and the Lenders have entered into that certain Second Amended and Restated
Credit Agreement, dated as of August 15, 2003 (the "Credit Agreement"); and

          WHEREAS, Borrowers, the other Credit Parties, Administrative Agent,
and the Requisite Lenders set forth on the signature pages attached hereto
desire to waive certain restrictions and amend certain provisions of the Credit
Agreement as herein set forth.

          NOW THEREFORE, in consideration of the foregoing recitals, mutual
agreements contained herein and for good and valuable consideration the receipt
and sufficiency of which are hereby acknowledged, Borrowers, the other Credit
Parties and the Requisite Lenders hereby agree as follows:

<PAGE>

SECTION 1.  LIMITED WAIVERS AND CONSENTS.
            ----------------------------

          (a)  Subject to the satisfaction of the applicable conditions to
effectiveness set forth in Section 3 herein, the Administrative Agent and
Requisite Lenders hereby grant all consents and waivers required under the Loan
Documents to permit the following actions and transactions and waive any Default
or Event of Default that otherwise would occur as a result of such actions and
transactions:

               (i)   the redemption by the US Borrowers (the "Redemption") of up
to $52,500,000 in aggregate principal amount of the Subordinated Notes at a
redemption price (expressed as a percentage of principal amount) equal to
110.25% of the principal amount thereof, plus accrued and unpaid interest to the
redemption date (subject to any right of holders of the Subordinated Notes to
receive interest due on any relevant interest payment date pursuant to such
Subordinated Notes) (as required pursuant to the Subordinated Note Indenture)),
after the receipt by Ultimate Holdco of the net cash proceeds (the "IPO
Proceeds"), of an initial public offering of common stock of Ultimate Holdco
(the "IPO"), pursuant to and in association with the registration of securities
by Ultimate Holdco on Form S-1 (the "Registration Statement") with the
Securities and Exchange Commission (the "SEC"); provided that the Redemption
shall be consummated solely using all or a portion of the IPO Proceeds; and

               (ii)  the contribution by Ultimate Holdco to the common equity
capital of Intermediate Holdco, the contribution by Intermediate Holdco to the
common equity capital of Holdco, and the contribution by Holdco to the common
equity capital of the US Borrowers, of the IPO Proceeds; and

               (iii) the modification of the organizational documents of
Ultimate Holdco (a) to reflect its name change from "TWI Holdings, Inc." to
"Tempur Pedic International Inc.", and (b) as appropriate for a public company;
and

               (iv)  the merger of DF into TWHC to occur on or around December
31, 2003, with TWHC as the surviving entity (the "Merger") and, after
consummation of the Merger, the modification of the organizational documents of
TWHC to reflect its name change from "Tempur World Holding Company ApS" to
"Dan-Foam ApS"; and

               (v)   any Defaults and/or Events of Default that have occurred or
are continuing under the Credit Agreement as a result of the failure to comply
with Section 3.21 of the Credit Agreement as a result of Ultimate Holdco's
receipt and continued possession of proceeds from the exercise since the Closing
Date, by officers, directors and employees of the Credit Parties, of stock
options pursuant to the Stock Option Plan or any other stock option or bonus
plan.

          (b)  The limited waivers and consents set forth in this Section 1 are
effective solely for the purposes set forth herein and shall be limited
precisely as written and shall not be deemed to (x) except as expressly provided
in these limited waivers and consents, be a consent to any amendment, waiver or
modification of any term or condition of the Credit Agreement or of any other
Loan Document or (y) prejudice any right or rights that Administrative Agent or

                                        2

<PAGE>

Lenders may have or may have in the future under or in connection with the
Credit Agreement or any other Loan Document.

SECTION 2.  AMENDMENTS.
            ----------

          (a)  The definition of "Change of Control" set forth in Annex A to the
Credit Agreement is hereby amended and restated in its entirety by inserting the
following:

          "Change of Control" means any event, transaction or occurrence as a
result of which (a) any person or group (within the meaning of the Securities
Exchange Act of 1934 (the "Exchange Act")), other than Permitted Holders or
their Affiliates, becomes the "beneficial owner" (within the meaning of Rule
13d-3 promulgated by the SEC under the Securities Exchange Act; provided that in
calculating the beneficial ownership of any particular "person" (as that term is
used in Section 13(d)(3) of the Exchange Act), such "person" will be deemed to
have beneficial ownership of all securities that such "person" has the right to
acquire by conversion or exercise of other securities, whether such right is
currently exercisable or is exercisable only upon the occurrence of a subsequent
condition), directly or indirectly, of more than 35% of the issued and
outstanding Stock of Ultimate Holdco having the right to vote, measured by
voting power rather than number of shares, (b) during any period of twelve
consecutive calendar months, individuals who at the beginning of such period
constituted the board of directors of Ultimate Holdco (together with any new
directors whose election by the board of directors of Ultimate Holdco or whose
nomination for election by the holders of Stock of Ultimate Holdco was approved
by a vote of at least two-thirds of the directors then still in office who
either were directors at the beginning of such period or whose election or
nomination for election was previously so approved) cease for any reason other
than death or disability to constitute a majority of the directors then in
office, (c) except as permitted by Section 3.25, Ultimate Holdco ceases to own
and control all of the economic and voting rights associated with all of the
outstanding capital Stock of Intermediate Holdco, (d) except as permitted by
Section 3.25, Intermediate Holdco ceases to own and control all of the economic
and voting rights associated with all of the outstanding capital Stock of
Holdco, (e) Holdco ceases to own and control all of the economic and voting
rights associated with all of the outstanding capital Stock of TPI, TPUSA and
Spanish Holdco, (f) Spanish Holdco ceases to own and control all of the economic
and voting rights associated with all of the outstanding capital Stock of TWHC,
(g) except as permitted by the terms of this Agreement, any Borrower ceases to
own and control all of the economic and voting rights owned as of the Closing
Date associated with all of the outstanding capital Stock of any of its
Subsidiaries (other than (i) DF, (ii) a de minimus amount of the Stock of
certain Subsidiaries of TWHC (other than DF) held by certain managers or
directors in accordance with applicable law and set forth on Schedule 5.4(b),
and (iii) as permitted by Section 3.7(f), (h) except as permitted by the terms
of this Agreement, TWHC and Tempur World Holding Sweden AB cease to own and
control all of the economic and voting rights owned on the Closing Date
associated with all of the outstanding Stock of DF, (i) except as permitted by
the terms of this Agreement, Intermediate Holdco and TWHC cease to own and
control all of the economic and voting rights owned on the Closing Date
associated with all of the outstanding Stock of Tempur France Sarl and Tempur
Italia Srl, (j) any Disposition Event (other than a Qualified Public Offering
(as such terms are defined in the Ultimate Holdco Charter)) shall occur, or (k)
any "Change of Control" as such term is defined in the Subordinated Notes
Indenture.

                                        3

<PAGE>

          (b)  The following amendments shall be made with respect to the rights
and Obligations of DF under and pursuant to the Credit Agreement and the other
Loan Documents:

               (i)    Section 1.1(a)(ii) is hereby amended by deleting each
reference to "DF" appearing in the third and sixth paragraphs therein and
replacing each such reference with "TWHC"; and

               (ii)   Section 1.5 is hereby amended by deleting each reference
to "DF" appearing therein and replacing each such reference with "TWHC"; and

               (iii)  Section 3.1(f) is hereby amended by deleting the language
appearing immediately preceding the proviso therein in its entirety and
inserting the following: "Indebtedness consisting of intercompany loans and
advances made by the European Borrower to any other European Credit Party which
is a Subsidiary to the European Borrower"; and

               (iv)   Section 3.1(p) is hereby amended by deleting the first
parenthetical "(other than DF)" appearing therein; and

               (v)    Section 3.1(r) is hereby amended by deleting each
reference to "DF" appearing therein and replacing each such reference with
"TWHC"; and

               (vi)   Section 3.3(n) is hereby amended by deleting clause (ii)
of such subsection (immediately before the proviso) appearing therein in its
entirety and inserting the following: "(ii) TWHC may make capital contributions
to each of its respective Subsidiaries;" and is further amended by deleting the
phrase ", DF" from the proviso appearing therein; and

               (vii)  Section 3.3(p) is hereby amended and restated in its
entirety by inserting the following: "Spanish Holdco shall promptly make capital
contributions to TWHC of any interest paid by TWHC to Spanish Holdco on any
intercompany loans and advances permitted under Section 3.1(r)."; and

               (viii) Section 3.5(b)(ii) is hereby amended by deleting the
phrase "DF may pay dividends to TWHC and TWHS" appearing therein and by
inserting the following: "[intentionally deleted]"; and

               (ix)   Section 3.5(c)(ii) is hereby amended by deleting the
phrase "DF may pay dividends to TWHC and TWHS" appearing therein and by
inserting the following: "[intentionally deleted]"; and

               (x)    Section 3.5(h) is hereby amended and restated in its
entirety by inserting the following: "TWHS may make distributions to TWHC, and
TWHC may in turn promptly make distributions to Spanish Holdco, in each case,
for the purpose of enabling Spanish Holdco to promptly make the intercompany
loans and advances referred to in Section 3.1(r)."; and

               (xi)   Section 3.6(e) is hereby amended by deleting the
parenthetical appearing therein in its entirety and by inserting the following:
"(not to exceed a reduction by 1,500,000 DKK par value shares in the
aggregate)"; and

                                        4

<PAGE>

               (xii)  Section 3.19 is hereby amended by deleting each reference
to "DF" appearing therein and replacing each such reference with "TWHC"; and

               (xiii) Section 5.13(a) is hereby amended by deleting each
reference to "DF" appearing therein and replacing each such reference with
"TWHC"; and

               (xiv)  each reference in the Credit Agreement to "European
Borrowers", "any European Borrower", "either European Borrower" or "applicable
European Borrower" is hereby amended, as the context requires, to mean and be a
reference to "European Borrower" or "the European Borrower"; and

               (xv)   TWHC shall be successor in interest to all rights and
obligations of DF under the Credit Agreement and the other Loan Documents; and

               (xvi)  all intercompany loans and dividends permitted to be made
to or by DF may be made to or by TWHC, as its successor, and all capital
contributions and transactions permitted to be made or engaged in by DF may be
made or engaged in by TWHC, as its successor.

          (c)  Section 3.1 of the Credit Agreement is hereby amended by deleting
"." from the end of subsection (r) therein and replacing it with "; and" and is
further amended by inserting the following in alphabetical order:

          "(s) Indebtedness consisting of intercompany loans and advances made
          by any of Ultimate Holdco, Intermediate Holdco and/or Holdco to a US
          Borrower; provided that: (i) Ultimate Holdco, Intermediate Holdco
          and/or Holdco, as the case may be, shall record all intercompany
          transactions on its books and records in a manner reasonably
          satisfactory to Administrative Agent; (ii) the obligations of each of
          Ultimate Holdco, Intermediate Holdco and/or Holdco with respect to
          such intercompany loans and advances shall be subordinated to the
          Obligations pursuant to Section 9.23; and (iii) at the time any such
          intercompany loan or advance is made, Ultimate Holdco, Intermediate
          Holdco and/or Holdco, as the case may be, shall be Solvent."

          (d)  Section 3.3 of the Credit Agreement is hereby amended by deleting
"." from the end of subsection (q) therein and replacing it with "; and" and is
further amended by inserting the following in alphabetical order:

          "(r) Ultimate Holdco, Intermediate Holdco and/or Holdco may make
          capital contributions to their wholly-owned Domestic Subsidiaries."

          (e)  Section 3.21 of the Credit Agreement is hereby amended by
deleting "and" from the end of subsection (v) therein and replacing it with ","
and is further amended by inserting the following in numerical order:

          "and (vii)  Ultimate Holdco's receipt of proceeds from the exercise,
by officers, directors, employees and advisors of the Credit Parties, of stock
options pursuant to the Stock Option Plan or any other stock option or bonus
plan".

                                        5

<PAGE>

SECTION 3.  CONDITION TO EFFECTIVENESS.
            --------------------------

          This Amendment and Waiver will be effective only upon satisfaction of
the following conditions precedent:

          (a)  Execution and delivery of this Amendment and Waiver by the Credit
Parties, the Administrative Agent and the Requisite Lenders signatory hereto.

          (b)  In addition to the conditions set forth in (a) above, each of the
amendments set forth in Section 2(a) above shall become effective only upon the
first issuance of common stock pursuant to the IPO.

          (c)  In addition to the conditions set forth in (a) above, each of the
amendments set forth in Section 2(b) above shall become effective only upon
consummation of the Merger.

SECTION 4.  COVENANTS.
            ---------

          Borrowers hereby covenant and agree to:

          (a)  Deliver to Agent within five (5) Business Days of consummation of
the Merger, all merger documents, including any Plan and Agreement of Merger and
the Certificate of Merger, as applicable entered into in connection with the
Merger.

          (b)  Execute or file and hereby authorize the filing of (i) any
financing statements or amendments to financing statements or other agreements
against Ultimate Holdco in connection with the IPO, as Agent may request in
order to perfect Agent's security interest in the Collateral, and (ii) any
charges or other agreements against TWHC, as successor to DF, in connection with
the Merger, as European Security Agent may request in order to perfect European
Security Agent's security interest in the Collateral.

SECTION 5.  REPRESENTATIONS AND WARRANTIES.
            ------------------------------

          In order to induce the Administrative Agent and the Requisite Lenders
to enter into this Amendment and Waiver, the Borrowers hereby represent and
warrant to the Administrative Agent and each Lender, which representations and
warranties shall survive the execution and delivery of this Amendment and
Waiver, that:

          (a)  Each representation and warranty contained in the Credit
Agreement and in each Loan Document, after giving effect to this Amendment and
Waiver, is true and correct in all material respects as of the date hereof,
except to the extent that such representation or warranty expressly relates to
an earlier date, in which case, such representation and warranty is true and
correct in all material respects as of such earlier date.

          (b)  The execution, delivery and performance by the Borrowers of this
Amendment and Waiver has been duly authorized by all necessary corporate action
required on its part and this Amendment and Waiver is the legal, valid and
binding obligation of the Borrowers enforceable against each of the Borrowers in
accordance with its terms, except as its

                                        6

<PAGE>

enforceability may be affected by the effect of bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to or affecting the rights or remedies of creditors generally.

          (c)  Neither the execution, delivery and performance of this Amendment
and Waiver by each Credit Party nor the consummation of the transactions
contemplated hereby does or shall contravene, result in a breach of, or violate
(i) any provision of such Credit Party's certificate or articles of
incorporation and bylaws, (ii) any law or regulation, or any order or decree of
any court or government instrumentality, or (iii) any indenture, mortgage, deed
of trust, lease, agreement or other instrument to which such Credit Party or any
of its Subsidiaries is a party or by which such Credit Party or any of its
Subsidiaries or any of their property is bound, except in any such case to the
extent such conflict or breach has been waived by a written waiver document, a
copy of which has been delivered to Administrative Agent on or before the date
hereof.

          (d)  After giving effect to this Amendment and Waiver, no Event of
Default has occurred and is continuing.

SECTION 6.  REFERENCE TO AND EFFECT UPON THE CREDIT AGREEMENT.
            -------------------------------------------------

          (a)  Except as specifically set forth above, the Credit Agreement and
the other Loan Documents shall remain in full force and effect and are hereby
ratified and confirmed.

          (b)  The amendments and limited waivers set forth herein are effective
solely for the purposes set forth herein and shall be limited precisely as
written, and shall not be deemed to (i) be a consent to any amendment, waiver or
modification of any other term or condition of the Credit Agreement or any other
Loan Document, (ii) operate as a waiver or otherwise prejudice any right, power
or remedy that the Agent or the Lenders may now have or may have in the future
under or in connection with the Credit Agreement or any other Loan Document or
(iii) constitute a waiver of any provision of the Credit Agreement or any Loan
Document, except as specifically set forth herein. Upon the effectiveness of
this Amendment and Waiver, each reference in the Credit Agreement to "this
Agreement", "herein", "hereof" and words of like import and each reference in
the Credit Agreement and the Loan Documents to the Credit Agreement shall mean
the Credit Agreement as amended hereby. This Amendment and Waiver shall be
construed in connection with and as part of the Credit Agreement.

SECTION 7.  COSTS AND EXPENSES.
            ------------------

          As provided in Section 1.3(e) of the Credit Agreement, Borrowers agree
to reimburse Agent for all fees, costs and expenses, including the reasonable
fees, costs, and expenses of counsel or other advisors for advice, assistance or
other representation in connection with this Amendment and Waiver and reasonable
documentation charges assessed by each Authorized Agent in connection with this
Amendment and Waiver.

SECTION 8.  GOVERNING LAW.
            -------------

          BORROWERS AND CREDIT PARTIES HEREBY CONSENT TO THE JURISDICTION OF ANY
STATE OR FEDERAL COURT LOCATED WITHIN NEW YORK

                                        7

<PAGE>

COUNTY, STATE OF NEW YORK AND IRREVOCABLY AGREE THAT, SUBJECT TO ADMINISTRATIVE
AGENT'S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS
AMENDMENT AND WAIVER SHALL BE LITIGATED IN SUCH COURTS. BORROWERS AND CREDIT
PARTIES EXPRESSLY SUBMIT AND CONSENT TO THE JURISDICTION OF THE AFORESAID COURTS
AND WAIVE ANY DEFENSE OF FORUM NON CONVENIENS. BORROWERS AND CREDIT PARTIES
HEREBY WAIVE PERSONAL SERVICE OF ANY AND ALL PROCESS AND AGREE THAT ALL SUCH
SERVICE OF PROCESS MAY BE MADE UPON BORROWERS AND CREDIT PARTIES BY CERTIFIED OR
REGISTERED MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO APPROPRIATE BORROWER
REPRESENTATIVE, AT THE ADDRESS SET FORTH IN THIS AMENDMENT AND WAIVER AND
SERVICE SO MADE SHALL BE COMPLETE TEN (10) DAYS AFTER THE SAME HAS BEEN POSTED.
IN ANY LITIGATION, TRIAL, ARBITRATION OR OTHER DISPUTE RESOLUTION PROCEEDING
RELATING TO THIS AMENDMENT AND WAIVER OR ANY OF THE OTHER LOAN DOCUMENTS, ALL
DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS OF BORROWERS, CREDIT PARTIES OR ANY OF
THEIR AFFILIATES SHALL BE DEEMED TO BE EMPLOYEES OR MANAGING AGENTS OF BORROWERS
OR SUCH CREDIT PARTIES FOR PURPOSES OF ALL APPLICABLE LAW OR COURT RULES
REGARDING THE PRODUCTION OF WITNESSES BY NOTICE FOR TESTIMONY (WHETHER IN A
DEPOSITION, AT TRIAL OR OTHERWISE). BORROWERS AND CREDIT PARTIES AGREE THAT ANY
AGENT'S OR ANY LENDER'S COUNSEL IN ANY SUCH DISPUTE RESOLUTION PROCEEDING MAY
EXAMINE ANY OF THESE INDIVIDUALS AS IF UNDER CROSS- EXAMINATION AND THAT ANY
DISCOVERY DEPOSITION OF ANY OF THEM MAY BE USED IN THAT PROCEEDING AS IF IT WERE
AN EVIDENCE DEPOSITION. BORROWERS AND CREDIT PARTIES IN ANY EVENT WILL USE ALL
COMMERCIALLY REASONABLE EFFORTS TO PRODUCE IN ANY SUCH DISPUTE RESOLUTION
PROCEEDING, AT THE TIME AND IN THE MANNER REQUESTED BY ANY AGENT OR ANY LENDER,
ALL PERSONS, DOCUMENTS (WHETHER IN TANGIBLE, ELECTRONIC OR OTHER FORM) OR OTHER
THINGS UNDER THEIR CONTROL AND RELATING TO THE DISPUTE. TO THE EXTENT THAT ANY
BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY (SOVEREIGN OR OTHERWISE) FROM
ANY LEGAL ACTION, SUIT OR PROCEEDING FROM JURISDICTION OF ANY COURT OR FROM
SET-OFF OR ANY LEGAL PROCESS (WHETHER SERVICE OR NOTICE, ATTACHMENT PRIOR TO
JUDGMENT, ATTACHMENT IN AID OR EXECUTION OF JUDGMENT, EXECUTION OF JUDGMENT OR
OTHERWISE) WITH RESPECT TO ITSELF OR ANY OF ITS PROPERTY, SUCH BORROWER HEREBY
IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM SUCH IMMUNITY IN RESPECT OF
ITS OBLIGATIONS UNDER THIS AMENDMENT AND WAIVER.

SECTION 9.  HEADINGS.
            --------

          Section headings in this Amendment are included herein for convenience
of reference only and shall not constitute a part of this amendment for any
other purposes.

                                        8

<PAGE>

SECTION 10. COUNTERPARTS.
            ------------

          This Amendment may be executed in any number of counterparts, each of
which when so executed shall be deemed an original but all such counterparts
shall constitute one and the same instrument.

SECTION 11. CONFIDENTIALITY.
            ---------------
          The matters set forth herein are subject to Section 9.13 of the Credit
Agreement, which is incorporated herein by reference.

                            [signature pages follow]

                                        9

<PAGE>

          IN WITNESS WHEREOF, this Limited Waiver and Consent has been duly
executed as of the date first written above.

          Borrowers:

                                        TEMPUR-PEDIC, INC.


                                        By: /s/ Dale E. Williams
                                           -------------------------------------
                                        Name:  Dale E. Williams
                                        Title: Chief Financial Officer

                                        TEMPUR PRODUCTION USA, INC.


                                        By: /s/ Dale E. Williams
                                           -------------------------------------
                                        Name:  Dale E. Williams
                                        Title: Chief Financial Officer

                                        TEMPUR WORLD HOLDING COMPANY ApS


                                        By: /s/ Dale E. Williams
                                           -------------------------------------
                                        Name:  Dale E. Williams
                                        Title: Director

                                        DAN-FOAM ApS


                                        By: /s/ Dale E. Williams
                                           -------------------------------------
                                        Name:  Dale E. Williams
                                        Title: Director

          Administrative Agent:

                                        GENERAL ELECTRIC CAPITAL CORPORATION,
                                        as Administrative Agent and as a Lender


                                        By: /s/ Pamela Eskra
                                           -------------------------------------
                                        Its Duly Authorized Signatory

<PAGE>

          Requisite Lenders:

                              NORDEA BANK DANMARK A/S


                              By: /s/ Hans Christiansen  /s/ Helge F. Rasmussen
                                 -----------------------------------------------
                              Name:  Hans Christiansen       Helge F. Rasmussen
                              Title: Head of Corporate       Vice President

                              GE EUROPEAN LEVERAGED FINANCE LIMITED


                              By: /s/ J. R. Inglis
                                 -----------------------------------------------
                              Name:   J. R. Inglis
                              Title:  Director

                              GE LEVERAGED LOANS LIMITED


                              By: /s/ J. R. Inglis
                                 -----------------------------------------------
                              Name:  J. R. Inglis
                              Title: Director

                              COPERNICUS EURO CDO-I B.V.


                              By:
                                 -----------------------------------------------
                              Name:
                              Title:

                              COPERNICUS EURO CDO-II B.V.


                              By:
                                 -----------------------------------------------
                              Name:
                              Title:

                              FIFTH THIRD BANK, KENTUCKY, INC.


                              By: /s/ William D. Craycraft
                                 -----------------------------------------------
                              Name:  William D. Craycraft
                              Title: Vice President

<PAGE>

                                    INVESCO EUROPEAN CDO I S.A.


                                    By: Invesco Senior Secured Management, Inc.
                                        as Collateral Manager


                                    By: /s/ Thomas H. B. Ewald
                                       -------------------------------------
                                    Name:   Thomas H. B. Ewald
                                    Title:  Authorized Signatory

                                    LEHMAN COMMERCIAL PAPER, INC.


                                    By: /s/ Francis Chang
                                       -------------------------------------
                                    Name:   Francis Chang
                                    Title:  Vice President

                                    HSBC BANK PLC


                                    By:
                                       -------------------------------------
                                    Name:
                                    Title:

                                    ANTARES CAPITAL CORPORATION


                                    By: /s/ Timothy G. Lyne
                                       -------------------------------------
                                    Name:   Timothy G. Lyne
                                    Title:  Director

                                    NEW ALLIANCE GLOBAL CDO


                                    By: Alliance Capital
                                        Management L.P.
                                        as Sub-advisor


                                    By: Alliance Capital
                                        Management Corporation,
                                        as General Partner


                                    By: /s/ Teresa McCarthy
                                       -------------------------------------
                                    Name:   Teresa McCarthy
                                    Title:  Vice President

                                    PINEHURST TRADING, INC.


                                    By: /s/ Ann E. Morris
                                       -------------------------------------
                                    Name:   Ann E. Morris
                                    Title:  Assistant Vice President

<PAGE>

                                        LANDMARK III CDO LIMITED

                                        By: Aladdin Capital Management

                                        By: /s/ Thomas Eggenschwiler
                                           -------------------------------------
                                        Name:  Thomas Eggenschwiler
                                        Title: Director - Research

                                        LASALLE BANK NATIONAL ASSOCIATION, AS
                                        CUSTODIAN

                                        By: /s/ Lora Peloquin
                                           -------------------------------------
                                        Name:  Lora Peloquin
                                        Title: First Vice President

                                        ARES V CLO LTD.

                                        By: ARES CLO MANAGEMENT V, L.P.
                                            Investment Manager

                                        By: ARES CLO GP V, LLC
                                            Its Managing Member

                                        By: /s/ Seth J. Brufsky
                                           -------------------------------------
                                        Name:  Seth J. Brufsky
                                        Title: Vice President

                                        ARES VII CLO LTD.

                                        By: ARES CLO MANAGEMENT VII, L.P.
                                            Investment Manager

                                        By: ARES CLO GP VII, LLC
                                            Its General Partner

                                        By: /s/ Seth J. Brufsky
                                           -------------------------------------
                                        Name:  Seth J. Brufsky
                                        Title: Vice President

                                        VENTURE CDO 2002, LIMITED


                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:

                                        VENTURE II CDO 2002, LIMITED


                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:

<PAGE>

                                        MAGNETITE V CLO, LIMITED


                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:

                                        BLACKROCK LIMITED DURATION INCOME TRUST


                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:

                                        UNION SQUARE CDO LTD.

                                        By: Blackstone Debt Advisors L.P.
                                            Its Collateral Manager

                                        By: /s/ Dean T. Criares
                                           -------------------------------------
                                        Name:   Dean T. Criares
                                        Title:  Managing Director

                                        LONG LANE MASTER TRUST II


                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:

                                        CSAM FUNDING III


                                        By: /s/ David H. Lerner
                                           -------------------------------------
                                        Name:   David H. Lerner
                                        Title:  Authorized Signatory

                                        DENALI CAPITAL CLO I, LTD.

                                        Denali Capital LLC, managing
                                        member of DC Funding Partners,
                                        portfolio manager for DENALI
                                        CAPITAL CLO I, LTD., or an
                                        affiliate


                                        By: /s/ John P. Thacker
                                           -------------------------------------
                                        Name:   John P. Thacker
                                        Title:  Chief Credit Officer

<PAGE>

                                        DENALI CAPITAL CLO II, LTD.

                                        Denali Capital LLC, managing
                                        member of DC Funding Partners,
                                        portfolio manager for DENALI
                                        CAPITAL CLO II, LTD., or an
                                        affiliate


                                        By: /s/ John P. Thacker
                                           -------------------------------------
                                        Name:   John P. Thacker
                                        Title:  Credit Chief Officer

                                        DENALI CAPITAL CLO III, LTD.

                                        Denali Capital LLC, managing
                                        member of DC Funding Partners,
                                        portfolio manager for DENALI
                                        CAPITAL CLO III, LTD., or an
                                        affiliate

                                        By: /s/ John P. Thacker
                                           -------------------------------------
                                        Name:  John P. Thacker
                                        Title: Credit Chief Officer

                                        SIMSBURY CLO, LIMITED

                                        By: David L. Babson & Company Inc.
                                        under delegated authority from
                                        Massachusetts Mutual Life Insurance
                                        Company as Collateral Manager

                                        By: /s/ David P. Wells
                                           -------------------------------------
                                        Name:   David P. Wells, CFA
                                        Title:  Managing Director

                                        MAPLEWOOD (CAYMAN) LIMITED

                                        By: David L. Babson & Company Inc.
                                        under delegated authority from
                                        Massachusetts Mutual Life Insurance
                                        Company as Investment Manager

                                        By: /s/ David P. Wells
                                           -------------------------------------
                                        Name:   David P. Wells, CFA
                                        Title:  Managing Director

                                        ELC (CAYMAN) LTD. CDO SERIES 1999-I

                                        By:  David L. Babson & Company Inc.
                                             as Collateral Manager


                                        By: /s/  David P. Wells
                                           -------------------------------------
                                        Name:    David P. Wells, CFA
                                        Title:   Managing Director

                                        ELC (CAYMAN) LTD. 1999-III

                                        By:  David L. Babson & Company Inc.
                                             as Collateral Manager


                                        By:  /s/ David P. Wells
                                           -------------------------------------
                                        Name:    David P. Wells, CFA
                                        Title:   Managing Director

<PAGE>

                                        ELC (CAYMAN) LTD. 2000-I

                                        By: David L. Babson & Company
                                            Inc. as Collateral Manager

                                        By: /s/ David P. Wells
                                           -------------------------------------
                                        Name:  David P. Wells, CFA
                                        Title: Managing Director

                                        MASSACHUSETTS MUTUAL LIFE INSURANCE
                                        COMPANY

                                        By: David L. Babson & Company Inc.
                                            as Investment Adviser


                                        By: /s/ David P. Wells
                                           -------------------------------------
                                        Name:  David P. Wells, CFA
                                        Title: Managing Director

                                        BILL & MELINDA GATES FOUNDATION

                                        By: David L. Babson & Company Inc.
                                            as Investment Adviser

                                        By: /s/ David P. Wells
                                           -------------------------------------
                                        Name:  David P. Wells, CFA
                                        Title: Managing Director

                                        SUFFIELD CLO, LIMITED

                                        By: David L. Babson & Company Inc.
                                            as Collateral Manager

                                        By: /s/ David P. Wells
                                           -------------------------------------
                                        Name:  David P. Wells, CFA
                                        Title: Managing Director

                                        TRYON CLO LTD. 2000-I

                                        By: David L. Babson & Company Inc.
                                            as Collateral Manager

                                        By: /s/ David P. Wells
                                           -------------------------------------
                                        Name:  David P. Wells, CFA
                                        Title: Managing Director

                                        GRAYSON & CO

                                        By: Boston Management and Research
                                            as Investment Advisor

                                        By: /s/ Payson F. Swaffield
                                           -------------------------------------
                                        Name:  Payson F. Swaffield
                                        Title: Vice President

<PAGE>

                                        EATON VANCE INSTITUTIONAL SENIOR LOAN
                                        FUND

                                        BY: Eaton Vance Management
                                            as Investment Advisor

                                        By: /s/ Payson F. Swaffield
                                           -------------------------------------
                                        Name:   Payson F. Swaffield
                                        Title:  Vice President


                                        COSTANTINUS EATON VANCE CDO V, LTD.

                                        BY: Eaton Vance Management
                                            as Investment Advisor

                                        By: /s/ Payson F. Swaffield
                                           -------------------------------------
                                        Name:   Payson F. Swaffield
                                        Title:  Vice President


                                        EATON VANCE CDO VI, LTD.

                                        BY: Eaton Vance Management
                                            as Investment Advisor

                                        By: /s/ Payson F. Swaffield
                                           -------------------------------------
                                        Name:   Payson F. Swaffield
                                        Title:  Vice President


                                        TOLLI & CO.

                                        BY: Eaton Vance Management
                                            as Investment Advisor

                                        By: /s/ Payson F. Swaffield
                                           -------------------------------------
                                        Name:   Payson F. Swaffield
                                        Title:  Vice President


                                        EATON VANCE LIMITED DURATION INCOME
                                        FUND

                                        BY: Eaton Vance Management
                                            as Investment Advisor

                                        By: /s/ Payson F. Swaffield
                                           -------------------------------------
                                        Name:   Payson F. Swaffield
                                        Title:  Vice President


                                        EATON VANCE SENIOR INCOME TRUST

                                        BY: Eaton Vance Management
                                            as Investment Advisor

                                        By: /s/ Payson F. Swaffield
                                           -------------------------------------
                                        Name:   Payson F. Swaffield
                                        Title:  Vice President

<PAGE>

                                        SENIOR DEBT PORTFOLIO

                                        BY: Boston Management And Research
                                            as Investment Advisor

                                        By: /s/ Payson F. Swaffield
                                           -------------------------------------
                                        Name:   Payson F. Swaffield
                                        Title:  Vice President

                                        FIDELITY ADVISOR SERIES II: FIDELITY
                                        ADVISORY FLOATING RATE HIGH
                                        INCOME FUND (161)


                                        By: /s/ John H. Costello
                                           -------------------------------------
                                        Name:   John H. Costello
                                        Title:  Assistant Treasurer

                                        FRANKLIN CLO IV, LTD.


                                        By: /s/ Tyler Chan
                                           -------------------------------------
                                        Name:   Tyler Chan
                                        Title:  Vice President

                                        FRANKLIN FLOATING RATE MASTER SERIES


                                        By: /s/ Tyler Chan
                                           -------------------------------------
                                        Name:   Tyler Chan
                                        Title:  Asst. Vice President

                                        FRANKLIN FLOATING RATE DAILY ACCESS FUND


                                        By: /s/ Tyler Chan
                                           -------------------------------------
                                        Name:   Tyler Chan
                                        Title:  Asst. Vice President


                                        GOLDENTREE LOAN OPPORTUNITIES I, LIMITED

                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:

<PAGE>

                                        GOLDENTREE LOAN OPPORTUNITIES II,
                                        LIMITED


                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:

                                        1888 FUND, Ltd.


                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:

                                        GULF STREAM - COMPASS CLO 2003-I, LTD.


                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:

                                        PACIFICA CDO II, LTD.


                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:

                                        NEMEAN CLO, LTD.

                                        BY: ING Capital Advisors LLC
                                            as Investment Manager

                                        By: /s/ Cheryl A. Wasilewski
                                           -------------------------------------
                                        Name:   Cheryl A. Wasilewski
                                        Title:  Director

                                        ARCHIMEDES FUNDING IV (CAYMAN), LTD.

                                        BY: ING Capital Advisors LLC
                                            as Collateral Manager

                                        By: /s/ Cheryl A. Wasilewski
                                           -------------------------------------
                                        Name:   Cheryl A. Wasilewski
                                        Title:  Director

<PAGE>

                                        ARCHIMEDES FUNDING III, LTD.

                                        BY: ING Capital Advisors LLC
                                            as Collateral Manager

                                        By: /s/ Cheryl A. Wasilewski
                                           -------------------------------------
                                        Name:   Cheryl A. Wasilewski
                                        Title:  Director

                                        ING-ORYX CLO, LTD.

                                        BY: ING Capital Advisors LLC
                                            as Collateral Manager

                                        By: /s/ Cheryl A. Wasilewski
                                           -------------------------------------
                                        Name:   Cheryl A. Wasilewski
                                        Title:  Director

                                        SEQUILS-ING I (HBDGM), Ltd.

                                        BY: ING Capital Advisors LLC
                                            as Collateral Manager

                                        By: /s/ Cheryl A. Wasilewski
                                           -------------------------------------
                                        Name:   Cheryl A. Wasilewski
                                        Title:  Director

                                        ENDURANCE CLO I, LTD.

                                        BY: ING Capital Advisors LLC
                                            as Portfolio Manager

                                        By: /s/ Cheryl A. Wasilewski
                                           -------------------------------------
                                        Name:   Cheryl A. Wasilewski
                                        Title:  Director

                                        BALANCED HIGH YIELD FUND II, LTD.

                                        BY: ING Capital Advisors LLC
                                            as Asset Manager

                                        By: /s/ Cheryl A. Wasilewski
                                           -------------------------------------
                                        Name:   Cheryl A. Wasilewski
                                        Title:  Director

                                        AERIES II FINANCE LTD.


                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:

<PAGE>

                                        AMARA I FINANCE, LTD.

                                        BY: INVESCO Senior Secured
                                            Management, Inc.
                                            As Financial Manager

                                        By: /s/ Thomas H.B. Ewald
                                           -------------------------------------
                                        Name:   Thomas H.B. Ewald
                                        Title:  Authorized Signatory

                                        AMARA 2 FINANCE, LTD.

                                        BY: INVESCO Senior Secured
                                            Management, Inc.
                                            As Financial Manager

                                        By: /s/ Thomas H.B. Ewald
                                           -------------------------------------
                                        Name:   Thomas H.B. Ewald
                                        Title:  Authorized Signatory

                                        AVALON CAPITAL LTD.

                                        BY: INVESCO Senior Secured
                                            Management, Inc.
                                            As Portfolio Advisor

                                        By: /s/ Thomas H.B. Ewald
                                           -------------------------------------
                                        Name:   Thomas H.B. Ewald
                                        Title:  Authorized Signatory

                                        AVALON CAPITAL LTD. 2

                                        BY: INVESCO Senior Secured
                                            Management, Inc.
                                            As Portfolio Advisor

                                        By: /s/ Thomas H.B. Ewald
                                           -------------------------------------
                                        Name:   Thomas H.B. Ewald
                                        Title:  Authorized Signatory

                                        OASIS COLLATERALIZED HIGH INCOME
                                        PORTFOLIO-I, LTD.

                                        BY: INVESCO Senior Secured
                                            Management, Inc.
                                            As Sub-Advisor

                                        By: /s/ Thomas H.B. Ewald
                                           -------------------------------------
                                        Name:   Thomas H.B. Ewald
                                        Title:  Authorized Signatory

                                        CHARTER VIEW PORTFOLIO

                                        BY: INVESCO Senior Secured
                                            Management, Inc.
                                            As Investment Advisor

                                        By: /s/ Thomas H.B. Ewald
                                           -------------------------------------
                                        Name:   Thomas H.B. Ewald
                                        Title:  Authorized Signatory

<PAGE>

                                        DIVERSIFIED CREDIT PORTFOLIO LTD.

                                        BY: INVESCO Senior Secured
                                            Management, Inc.

                                            As Investment Advisor

                                        By: /s/ Thomas H.B. Ewald
                                           -------------------------------------
                                        Name:   Thomas H.B. Ewald
                                        Title:  Authorized Signatory

                                        AIM FLOATING RATE FUND

                                        BY: INVESCO Senior Secured
                                            Management, Inc.
                                            As Sub-Advisor

                                        By: /s/ Thomas H.B. Ewald
                                           -------------------------------------
                                        Name:   Thomas H.B. Ewald
                                        Title:  Authorized Signatory

                                        SEQUILS-LIBERTY, LTD.

                                        BY: INVESCO Senior Secured
                                            Management, Inc.
                                            As Collateral Manager

                                        By: /s/ Thomas H.B. Ewald
                                           -------------------------------------
                                        Name:   Thomas H.B. Ewald
                                        Title:  Authorized Signatory

                                        SAGAMORE CLO LTD.

                                        BY: INVESCO Senior Secured
                                            Management, Inc.
                                            As Collateral Manager

                                        By: /s/ Thomas H.B. Ewald
                                           -------------------------------------
                                        Name:   Thomas H.B. Ewald
                                        Title:  Authorized Signatory

                                        SARATOGA CLO I, LIMITED

                                        BY: INVESCO Senior Secured
                                            Management, Inc.
                                            As Asset Manager

                                        By: /s/ Thomas H.B. Ewald
                                           -------------------------------------
                                        Name:   Thomas H.B. Ewald
                                        Title:  Authorized Signatory

                                        LONGHORN CDO (CAYMAN) LTD.


                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:

<PAGE>

                                        LONGHORN CDO II, LTD.


                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:

                                        LONGHORN CDO III, LTD.


                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:

                                        MORGAN STANLEY PRIME INCOME TRUST


                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:

                                        NOMURA BOND AND LOAN FUND

                                        BY: UFJ TRUST BANK LIMITED
                                            As Trustee

                                        BY: NOMURA CORPORATE RESEARCH AND
                                            ASSET MANAGEMENT INC.
                                            Attorney In Fact


                                        By: /s/ Richard W. Stewart
                                           -------------------------------------
                                        Name:   Richard W. Stewart
                                        Title:  Managing Director

                                        CLYDESDALE CLO 2001-1, LTD.

                                        NOMURA CORPORATE RESEARCH AND ASSET
                                        MANAGEMENT INC.
                                        as Collateral Manager


                                        By: /s/ Richard W. Stewart
                                           -------------------------------------
                                        Name:   Richard W. Stewart
                                        Title:  Managing Director

                                        CLYDESDALE CLO 2003 LTD.


                                        By: /s/ Richard W. Stewart
                                           -------------------------------------
                                        Name:   Richard W. Stewart
                                        Title:  Managing Director

                                        NOMURA CORPORATE RESEARCH AND ASSET
                                        MANAGEMENT INC.
                                        as Agent


<PAGE>

                                        PPM SPYGLASS FUNDING TRUST


                                        By: /s/ Ann E. Morris
                                           -------------------------------------
                                        Name:   Ann E. Morris
                                        Title:  Authorized Agent

                                        PPM SHADOW CREEK FUNDING LLC


                                        By: /s/ Ann E. Morris
                                           -------------------------------------
                                        Name:   Ann E. Morris
                                        Title:  Asst. Vice President

                                        STANFIELD CARRERA CLO, LTD.

                                        BY: Stanfield Capital Partners LLC
                                            as its Asset Manager


                                        By: /s/ Christopher E. Jansen
                                           -------------------------------------
                                        Name:   Christopher E. Jansen
                                        Title:  Managing Partner

                                        STANFIELD QUATTRO CLO, LTD.

                                        BY: Stanfield Capital Partners LLC
                                            as its Collateral Manager


                                        By: /s/ Christopher E. Jansen
                                           -------------------------------------
                                        Name:   Christopher E. Jansen
                                        Title:  Managing Partner

                                        STANFIELD ARBITRAGE CDO, LTD.

                                        BY: Stanfield Capital Partners LLC
                                            as its Collateral Manager


                                        By: /s/ Christopher E. Jansen
                                           -------------------------------------
                                        Name:   Christopher E. Jansen
                                        Title:  Managing Partner

                                        THE TRAVELERS INSURANCE COMPANY


                                        By: /s/ Allen Cantrell
                                           -------------------------------------
                                        Name:   Allen Cantrell
                                        Title:  Investment Officer

<PAGE>

                                        CITIGROUP INVESTMENT CORPORATE LOAN
                                        FUND, INC.


                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:

                                        COLUMBUS LOAN FUNDING LTD.


                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:

                                        CITIGROUP INSURANCE & INVESTMENT TRUST

                                        BY TRAVELLERS ASSET MANAGEMENT
                                        INTERNATIONAL COMPANY, LLC


                                        By: /s/ Allen Cantrell
                                           -------------------------------------
                                        Name:   Allen Cantrell
                                        Title:  Investment Officer

</TEXT>
</DOCUMENT>
