Supplemental Indenture dated as of April 5, 2004



 Exhibit 4.3 
  

SUPPLEMENTAL INDENTURE 
  
 SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 5, 2004, by and among Tempur-Pedic Retail, Inc., a Delaware
corporation, Tempur-Pedic Professional, Inc., a Delaware corporation (together, the “Guaranteeing Subsidiaries”), Tempur Production USA, Inc., a Virginia corporation (“TPUSA”), Tempur-Pedic, Inc., a Kentucky
corporation (“TPI” and together with TPUSA, the “Companies”), the other Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, N.A., as trustee under the indenture referred to below (the
“Trustee”). 
  
 W I T N E S S E T H

  
 WHEREAS, the Companies have heretofore executed and
delivered to the Trustee an indenture (the “Indenture”), dated as of August 15, 2003, providing for the issuance of 101⁄4% Senior Subordinated Notes due 2010 (the “Notes”); 
  
 WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which each of the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Companies’ Obligations under the Notes and the
Indenture on the terms and conditions set forth herein; and 
  
 WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture. 
  
 NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each of the
Guaranteeing Subsidiaries and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 
  
 1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the
Indenture. 
  
 2. AGREEMENT TO
GUARANTEE. Each of the Guaranteeing Subsidiaries hereby agrees as follows: 
  
 (a) To become a Guarantor under the Indenture, and together with all Guarantors named in the Indenture, to jointly and severally guarantee
to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the Notes and the obligations of the Companies thereunder or under the Indenture: 
  
 (i) the due and punctual payment of the principal of,
premium, if any, and interest and Additional Interest, if any, on the Notes, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on the overdue
principal of and premium, if any, and, to the extent permitted by law, interest and Additional Interest, if any, and the due and punctual performance of all other obligations of the Companies to the Holders or the Trustee under the Indenture, the
Registration Rights Agreement or any other agreement with or for the benefit of the Holders or the Trustee, all in accordance with the terms hereof and thereof; and 







 (ii) in case of any extension of time of payment or renewal of any Notes or any of such
other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration pursuant to Section 6.02 of the Indenture, redemption or
otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. 
  
 (b) The obligations hereunder shall be unconditional,
irrespective of the validity or enforceability of the Notes or the obligations of the Companies under the Indenture, the absence of any action to enforce the same, the recovery of any judgment against the Companies or any other obligor with respect
to the Indenture, the Notes or the Obligations of the Companies under the Indenture or the Notes, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor.

  
 (c) Each of the Guaranteeing Subsidiaries
hereby waives and relinquishes, to the extent permitted by law, all claims, rights and remedies accorded by applicable law to guarantors, and agrees not to assert or take advantage of any such claims, rights or remedies, including but not limited
to: 
  
 (i) any right to require any of the
Trustee, the Holders or the Companies (each a “Benefited Party”), as a condition of payment or performance by the respective Guaranteeing Subsidiary, to 
  
 (1) proceed against the Companies, any other guarantor (including any other Guarantor) of the Obligations
under the Guarantees or any other Person, 
  
 (2) proceed against or exhaust any security held from the Companies, any such other guarantor or any other Person, 
  
 (3) proceed against or have resort to any balance of any deposit account or credit on the books of any Benefited Party in favor of the
Companies or any other Person, or 
  
 (4) pursue
any other remedy in the power of any Benefited Party whatsoever; 
  
 (ii) any defense arising by reason of the incapacity, lack of authority or any disability or other defense of the Companies including any defense based on or arising out of the lack of validity or the unenforceability
of the Obligations under the Guarantees or any agreement or instrument relating thereto or by reason of the cessation of the liability of the Companies from any cause other than payment in full of the Obligations under the Guarantees; 
  
 (iii) any defense based upon any statute or rule of law
which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; 







 (iv) any defense based upon any Benefited Party’s errors or omissions in the
administration of the Obligations under the Guarantees, except behavior which amounts to bad faith; 
  
 (1) any principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of the Guarantees and
any legal or equitable discharge of such Guarantor’s obligations hereunder, 
  
 (2) the benefit of any statute of limitations affecting such Guarantor’s liability hereunder or the enforcement hereof, 

 
 (3) any rights to set-offs, recoupments and
counterclaims, and 
  
 (4) promptness, diligence
and any requirement that any Benefited Party protect, secure, perfect or insure any security interest or lien or any property subject thereto; 
  
 (v) notices, demands, presentations, protests, notices of protest, notices of dishonor and notices of any action or inaction, including
acceptance of the Guarantees, notices of Default under the Notes or any agreement or instrument related thereto, notices of any renewal, extension or modification of the Obligations under the Guarantees or any agreement related thereto, and notices
of any extension of credit to the Companies and any right to consent to any thereof; 
  
 (vi) to the extent permitted under applicable law, the benefits of any “One Action” rule; and 
  
 (vii) any defenses or benefits that may be derived from or
afforded by law which limit the liability of or exonerate guarantors or sureties, or which may conflict with the terms of the Guarantees. 
  
 Except to the extent expressly provided in the Indenture, including Sections 8.02, 8.03 and 10.05 thereof, each of the Guaranteeing
Subsidiaries hereby covenants that its Guarantee shall not be discharged except by complete performance of the obligations contained in its Guarantee and the Indenture. 
  
 (d) Except to the extent expressly provided in the Indenture, including Sections 8.02, 8.03 and 10.05
thereof, the Guarantee of each of the Guaranteeing Subsidiaries shall not be discharged except by complete performance of the obligations contained in such Guarantee and the Indenture, and each of the Guaranteeing Subsidiaries accepts all
obligations of a Guarantor under the Indenture. 
  
 (e) If any Holder or the Trustee is required by any court or otherwise to return to the Companies, the Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to the Companies or the Guarantors, any
amount paid by either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. 
  
 (f) Each of the Guaranteeing Subsidiaries agrees that it shall not be entitled to any right of subrogation in relation to the Holders in
respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. 







 (g) As between the Guarantors, on the one hand, and the Holders and the Trustee, on the
other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Section 6.02 of the Indenture for the purposes of this Guarantee, notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Section 6.02 of the Indenture, such obligations (whether or not due and payable) shall forthwith
become due and payable by the Guarantors for the purpose of this Guarantee. 
  
 (h) The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantee. 
  
 3. EXECUTION AND
DELIVERY. Each of the Guaranteeing Subsidiaries agrees that the Guarantees shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Guarantee. 
  
 4. OTHER PROVISIONS
OF ARTICLE 10. Each of the Guaranteeing Subsidiaries acknowledges and agrees that it is subject to all of the provisions of Article 10 of the Indenture, including the limitations in Section 10.02, the restrictions in
Section 10.04 and the provisions regarding releases in Section 10.05. 
  
 5. NO RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator or stockholder of either of the Guaranteeing Subsidiaries, as such, shall have
any liability for any obligations of the Companies or any Guarantor under the Notes, any Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each
Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws.

  
 6. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF
NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

  
 7. COUNTERPARTS. The parties may sign any
number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. 
  
 8. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the
construction hereof. 
  
 9. THE
TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are
made solely by each of the Guaranteeing Subsidiaries and the Companies. 







 Exhibit 4.3 
  
 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.

  

			
	GUARANTEEING SUBSIDIARIES:
	
	TEMPUR-PEDIC RETAIL, INC.
		
	By:	 	  
 /s/    JASON P. BROYLES


	 Name:
	 	Jason P. Broyles
	 Title:
	 	CFO


  
  

			
	
	 TEMPUR-PEDIC PROFESSIONAL, INC.

		
	By:	 	  
 /s/    JASON P. BROYLES


	 Name:
	 	Jason P. Broyles
	 Title:
	 	Chief Financial Officer


  
  

			
	 COMPANIES:

	
	 TEMPUR-PEDIC, INC.

		
	By:	 	  
 /s/    JASON P. BROYLES


	 Name:
	 	Jason P. Broyles
	 Title:
	 	VP, Finance


  
  

			
	 TEMPUR-PRODUCTION USA, INC.

		
	By:	 	  
 /s/    JEFFREY B. JOHNSON


	 Name:
	 	Jeffrey B. Johnson
	 Title:
	 	Assistant Secretary










			
	 EXISTING GUARANTORS:

	
	 TEMPUR-PEDIC INTERNATIONAL INC.

		
	By:	 	 /S/ WILLIAM H. POCHE


	 Name:
	 	William H. Poche
	 Title:
	 	Assistant Treasurer


  
  

			
	 TEMPUR WORLD, LLC

		
	By:	 	 Tempur-Pedic International Inc., its Sole
 Member

		
	By:	 	 /S/ WILLIAM H. POCHE


	 Name:
	 	William H. Poche
	 Title:
	 	Assistant Treasurer


  
  

			
	
	 TEMPUR WORLD HOLDINGS, LLC

		
	By:	 	 /S/ WILLIAM H. POCHE


	Name:	 	William H. Poche
	 Title:
	 	Assistant Secretary


  
  

			
	
	 TEMPUR-PEDIC, DIRECT RESPONSE,
INC.

		
	By:	 	 /S/ WILLIAM H. POCHE


	 Name:
	 	William H. Poche
	 Title:
	 	CFO


  

			
	
	 TEMPUR-PEDIC MEDICAL, INC.

		
	By:	 	 /S/ JASON P. BROYLES


	 Name:
	 	Jason P. Broyles
	 Title:
	 	CFO










			
	
	 DAWN SLEEP TECHNOLOGIES, INC.

		
	By:	 	 /S/    DANY SFEIR


	 Name:
	 	Dany Sfeir
	 Title:
	 	President










			
	
	 TRUSTEE:

	
	 WELLS FARGO BANK, N.A., AS TRUSTEE

		
	By:	 	/S/    JOSEPH P. O’DONNELL
	 	 	

	 Name:
	 	Joseph P. O’Donnell
	 Title:
	 	Corporate Trust Officer