Exhibit 10.8

AMENDMENT NO. 1 TO CREDIT AGREEMENT

Amendment No. 1, dated as of June 28, 2011 (this “Amendment”) to the Credit Agreement, dated as of January 18, 2007, as amended and restated as of February 16, 2007 and amended by the Term Loan Increase Joinder dated October 24, 2007, among Mattress Holding Corp., a Delaware corporation (the “Borrower”), Mattress Holdco, Inc., a Delaware corporation (“Holdings”), the lenders party thereto, the subsidiary guarantors party thereto, UBS Securities LLC, as sole arranger and sole bookrunner and as syndication agent and UBS AG, Stamford Branch, as issuing bank, administrative agent and collateral agent (the “Credit Agreement”).  Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement.

W I T N E S S E T H:

WHEREAS, Section 10.02 of the Credit Agreement permits the Borrower and the Required Lenders to enter into amendments or waivers to the Credit Agreement; and

WHEREAS, the Required Lenders and the Borrower desire to amend the Credit Agreement on the terms set forth herein.

NOW, THEREFORE, in consideration of the promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

Section 1.              Amendments

(a)           The definitions of “Consolidated Lease Expense” and “Consolidated Revenues” in Section 1.01 of the Credit Agreement shall be deleted in their entirety.

(b)           The definition of “Loan Document” in Section 1.01 of the Credit Agreement is hereby amended by amending and restating in its entirety the definition as follows:

““Loan Documents” shall mean this Agreement, amendments and joinders to this Agreement, the Letters of Credit, the Notes (if any), and the Security Documents and, solely for purposes of paragraph (e) of Section 8.01, the Commitment Letter and the Fee Letter.”

(c)           The definition of “Pro Forma Basis” in Section 1.01 of the Credit Agreement is hereby amended by deleting the words “Sections 6.10 and 6.18” in the second sentence and replacing it with “Section 6.10”.

(d)           Section 6.10(c) of the Credit Agreement is hereby amended by (i) deleting the words “$20.0 million” in the row for FY2011 and replacing it with “35.0 million” and (ii) deleting the words “$20 million” in the rows FY2012 and FY2013 and replacing it with “$40.0 million”.

(e)           Section 6.18 of the Credit Agreement is hereby amended by deleting such Section 6.18 in its entirety and replacing it with “[Intentionally Omitted]”.

Section 2.              Conditions Precedent to the Effectiveness of this Amendment

This Amendment shall become effective as of the date when, and only when, each of the following conditions precedent shall have been (or are or will be substantially concurrently therewith) satisfied (the “Amendment No. 1 Effective Date”):

(a)           the Administrative Agent shall have received this Amendment, duly executed by the Borrower and a number of Lenders sufficient to constitute the Required Lenders;

(b)           the representations and warranties in Article 5 of the Credit Agreement and Section 3 of this Amendment shall be true and correct in all material respects as of the Amendment No. 1 Effective Date (provided that to the extent that such representations and warranties specifically refer to an earlier date, such representations and warranties are true and correct in all material respects as of such earlier date; provided, further that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language is true and correct in all respects on such respective dates); and

(c)           the Borrower shall have paid all fees and expenses payable to the Lenders and the Administrative Agent, pursuant to Section 4 hereof.

The Administrative Agent shall notify the Borrower in writing when the Amendment No. 1 Effective Date has occurred.

Section 3.              Representations and Warranties

On and as of the Amendment No. 1 Effective Date, after giving effect to this Amendment, the Borrower hereby represents and warrants to the Administrative Agent and each Lender as follows:

(a)           This Amendment No. 1 has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(b)           the representations and warranties of the Borrower and each other Loan Party contained in Article 5 of the Credit Agreement or any other Loan Document are true and correct in all material respects on and as of the Amendment No. 1 Effective Date; provided that, to the extent that such representations and warranties specifically refer to an earlier date, such representations and warranties are true and correct in all material respects as of such earlier date; provided, further that, any representation and

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warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language is true and correct in all respects on such respective dates; and

(c)           At the time of and after giving effect to this Amendment, no Default or Event of Default has occurred and is continuing.

Section 4.              Fees and Expenses

(a)           The Borrower agrees to pay on demand in accordance with the terms of Section 10.03 of the Credit Agreement all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent (including all reasonable fees and out-of-pocket expenses of Cahill Gordon & Reindel LLP) in connection with the preparation, negotiation and execution of this Amendment.

(b)           Each Lender which shall have duly executed and delivered to the Borrower and the Administrative Agent this Amendment prior to 5:00 p.m., New York City time, on June 24, 2011 (as such time and date may be extended by the Borrower) shall be paid by the Borrower on the Amendment No. 1 Effective Date a fee equal to 0.50% multiplied by the sum of the aggregate outstanding principal amount of Term Loans and the Revolving Credit Commitments (whether used or unused) of such Lender, in each case as set forth on the Register maintained by the Administrative Agent on such date.

Section 5.              Reference to and Effect on the Loan Documents

(a)           Except as specifically amended above, all of the terms and provisions of the Credit Agreement and all other Loan Documents are and shall remain in full force and effect and are hereby ratified and confirmed.

(b)           Except as expressly set forth herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Lenders, Holdings, the Borrower or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents or for any purpose.

(c)           Each of the Loan Documents, including the Credit Agreement, and any and all other agreements, documents or instruments now or hereafter executed and/or delivered pursuant to the terms hereof or pursuant to the terms of the Credit Agreement as amended hereby, are hereby amended so that any reference in such Loan Documents to the Credit Agreement, whether direct or indirect, shall mean a reference to the Credit Agreement as amended hereby.

(d)           This Amendment is a Loan Document.  For the avoidance of doubt, the indemnification provisions set forth in Section 10.03 of the Credit Agreement shall apply to this Amendment.

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Section 6.              Execution in Counterparts

This Amendment may be executed in any number of 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.  Delivery of an executed counterpart by telecopy or other electronic transmission shall be effective as delivery of a manually executed counterpart of this Amendment.

Section 7.              Governing Law

THIS AMENDMENT SHALL BE CONTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION.

Section 8.              Headings

Section headings herein are included herein for convenience of reference only and shall not constitute a part hereof for any other purpose or be given any substantive effect.

Section 9.              Notices

All communications and notices hereunder shall be given as provided in the Credit Agreement.

Section 10.            Severability

The illegality or unenforceability of any provision of this Amendment or any instrument or agreement required hereunder shall not in any way affect or impair the legality or enforceability of the remaining provisions of this Amendment or any instrument or agreement required hereunder.

Section 11.            Successors

The terms of this Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.

Section 12.            Waiver of Jury Trial

EACH PARTY TO THIS AMENDMENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER

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PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 12.

[SIGNATURE PAGES FOLLOW]

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

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