EXHIBIT
4.3


 


EXECUTION
COPY


 


FIRST SUPPLEMENTAL
INDENTURE, dated as of June 28, 2004, by and between Sealy Mattress
Company, an Ohio corporation (the “Company”), Sealy Mattress Corporation, a
Delaware corporation (“Holding”), the Original Guarantors (as defined below)
and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”) to the
Indenture, dated as of April 6, 2004, among the Company, Sealy
Corporation, a Delaware corporation (“Parent”), the other Guarantors listed in
Schedule I thereto (the “Subsidiary Guarantors”, and collectively with
Parent, the “Original Guarantors”) and the Trustee (the “Indenture”).


 


W
I  T  N  E  S  S  E  T  H
:


 


WHEREAS, the Company and
the Original Guarantors have heretofore executed and delivered to the Trustee
the Indenture providing for the issuance of 8.25% Senior Subordinated Notes due
2014 (the “Notes”) of the Company;


 


WHEREAS, Parent is
currently a Guarantor of the Notes under the Indenture;


 


WHEREAS,
Section 1015(c) of the Indenture provides that notwithstanding any other
provisions of the Indenture, Parent may be released from all of its obligations
under its Guarantee at any time following the Issue Date and shall cease to be
a Guarantor for all purposes of the Indenture;


 


WHEREAS, Holding is a
wholly-owned subsidiary of Parent;


 


WHEREAS, pursuant to the
Contribution Agreement, dated April 6, 2004, between Parent and Holding,
Parent contributed substantially all of its assets to Holding, consisting of
all of the shares of common stock, par value $0.01 per share, of the Company
(the “Transfer”);


 


WHEREAS, the Transfer was
completed with the intention, among others, that Holding succeed and assume
certain obligations of Parent under the Indenture, on the terms and conditions
as set forth herein, including guaranteeing the Company’s Obligations under the
Notes;


 


WHEREAS, Section 901
of the Indenture provides that the Company, any Guarantor and the Trustee may,
without the consent of any Holder, enter into a supplemental indenture for the
purpose of amending or supplementing the Indenture for certain purposes,
including among others: (1) to cure any ambiguity, omission, defect or
inconsistency; (2) to evidence the succession of another Person to any
Guarantor and to provide the assumption of such Guarantor’s obligations to
Holders; and (3) to add a Guarantor under the Indenture or to release the
Parent’s Guarantee;


 


WHEREAS, each of the
Company, Holding and the Original Guarantors has been authorized by a
resolution of its respective Board of Directors to enter into this First
Supplemental Indenture;


 


NOW, THEREFORE, in
consideration of the premises and covenants and agreements contained herein,
and for other good and valuable consideration the receipt of which


 

















 


is hereby acknowledged,
and for the benefit of the Holders of the Notes, the Company, Holding, Parent
and the Subsidiary Guarantors and the Trustee hereby agree as follows:


 


ARTICLE ONE


 


Definitions


 


Section 1.01           Definitions.


 


Capitalized terms used in
this First Supplemental Indenture and not otherwise defined herein shall have
the meanings assigned to such terms in the Indenture.


 


ARTICLE TWO


 


Release of Parent
Guarantee


 


Section 2.01           Release of Parent
Guarantee.


 


Pursuant to
Section 1015(c) of the Indenture, the Company hereby releases Parent from
all of its obligations under its Guarantee, and Parent shall hereby cease to be
a Guarantor for all purposes under the Indenture, including without limitation
Article Twelve and Section 1009 of the Indenture.


 


ARTICLE THREE


 


Holding Agreement
to Guarantee


 


Section 3.01           Agreement to
Guarantee.


 


Holding hereby agrees to
provide a Guarantee on the terms and subject to the conditions set forth in,
and to assume certain obligations of Parent under, the Indenture, as amended
hereby.


 


Section 3.02           No Recourse Against
Others.


 


No past, present or
future director, officer, employee, incorporator, stockholder or agent of
Holding, as such, shall have any liability for any obligations of the Company
or any Guarantor under the Notes, any Guarantees, the Indenture or this First
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, and it is the view of the
Commission that such a waiver is against public policy.


 


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ARTICLE FOUR


 


Amendments to the
Indenture


 


Section 4.01           Amendments


 


Effective upon the date
hereof, the following provisions of the Indenture shall be amended hereby as
follows:


 


(a)  The definition of
“Guarantors” in Section 101 of the Indenture shall be amended by replacing
all references therein to “the Parent” with references to “Sealy Mattress
Corporation”.


 


(b)  Section 901 of the
Indenture shall be amended by replacing all references to “the Parent” in
subsection (10) thereof with references to “Sealy Mattress Corporation”.


 


(c)  Section 1009 of the
Indenture shall be amended by replacing all references to “the Parent” in the
last paragraph of subsection (a) thereof with references to “Sealy
Mattress Corporation”.


 


(d)  Section 1015 of the
Indenture shall be amended by replacing all references to “the Parent” in
subsection (c) thereof with references to “Sealy Mattress Corporation”.


 


(e)  In order to properly
reflect the Guarantors signatory to the Indenture as of the Issue Date,
Schedule I to the Indenture shall be amended to delete the reference to
“Ohio-Sealy Mattress Manufacturing Co. (Mass.)”.


 


ARTICLE FIVE


 


Miscellaneous


 


Section 5.01           Continuing Effect of
Indenture.


 


Except as expressly
provided herein, all of the terms, provisions and conditions of the Indenture
and the Notes outstanding thereunder shall remain in full force and effect.


 


Section 5.02           Construction of
First Supplemental Indenture.


 


This First Supplemental
Indenture is executed as and shall constitute an indenture supplemental to the
Indenture and shall be construed in connection with and as part of the
Indenture.  


 


Section 5.03           Trust Indenture Act
Controls.


 


If any provision of this
First Supplemental Indenture limits, qualifies or conflicts with another
provision of this First Supplemental Indenture or the Indenture that is
required to be included by the Trust Indenture Act of 1939, as amended, as in
force at the date this First Supplemental Indenture is executed, the provision
required by said Act shall control.


 


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Section 5.04           Trustee Disclaimer.


 


The Trustee shall not be
responsible in any manner whatsoever for or in respect of the validity or
sufficiency of this First Supplemental Indenture or for or in respect of the
recitals contained herein, all of which recitals are made solely by Parent,
Holding, the Subsidiary Guarantors and the Company.


 


Section 5.05           Governing Law.  THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS FIRST SUPPLEMENTAL INDENTURE 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.


 


Section 5.06           Effect of Headings.


 


The Article and
Section headings herein are for convenience only and shall not affect the
construction hereof.


 


Section 5.07           Counterparts.


 


The parties may sign any
number of copies of this First Supplemental Indenture.  Each signed copy shall be deemed to be an
original, but all of them together represent the same agreement.


 


 


[Signature pages follow]


 


4

















 


IN WITNESS WHEREOF, the
parties hereto have caused this First Supplemental Indenture to be duly
executed as of the day and year first above written.


 


 


	
   

  	
  SEALY MATTRESS COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/         Kenneth
  L. Walker

  
	
   

  	
   

  	
  Name:

  	
  Kenneth L. Walker

  
	
   

  	
   

  	
  Title:

  	
  Vice President, General
  Counsel

  and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SEALY CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/         Kenneth
  L. Walker

  
	
   

  	
   

  	
  Name:

  	
  Kenneth L. Walker

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President,
  General

  Counsel and Secretary

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SEALY MATTRESS
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/         Kenneth
  L. Walker

  
	
   

  	
   

  	
  Name:

  	
  Kenneth L. Walker

  
	
   

  	
   

  	
  Title:

  	
  Vice President, General
  Counsel

  and Secretary

  



 


 


[Additional signature pages follow]


 


5

















 


	
   

  	
  SEALY
  MATTRESS COMPANY OF

  PUERTO RICO

  
	
   

  	
  OHIO-SEALY
  MATTRESS

  MANUFACTURING CO., INC.

  
	
   

  	
  OHIO-SEALY
  MATTRESS

  MANUFACTURING CO.

  
	
   

  	
  SEALY
  MATTRESS COMPANY OF

  MICHIGAN, INC.

  
	
   

  	
  SEALY
  MATTRESS COMPANY OF

  KANSAS CITY, INC.

  
	
   

  	
  SEALY
  OF MARYLAND AND

  VIRGINIA, INC.

  
	
   

  	
  SEALY
  MATTRESS COMPANY OF

  ILLINOIS

  
	
   

  	
  A.
  BRANDWEIN & CO.

  
	
   

  	
  SEALY
  MATTRESS COMPANY OF

  ALBANY, INC.

  
	
   

  	
  SEALY
  OF MINNESOTA, INC.

  
	
   

  	
  SEALY
  MATTRESS COMPANY OF

  MEMPHIS

  
	
   

  	
  NORTH
  AMERICAN BEDDING

  COMPANY

  
	
   

  	
  SEALY,
  INC.

  
	
   

  	
  THE
  OHIO MATTRESS COMPANY

  LICENSING AND COMPONENTS

  GROUP

  
	
   

  	
  SEALY
  MATTRESS MANUFACTURING

  COMPANY, INC.

  
	
   

  	
  SEALY-KOREA,
  INC.

  
	
   

  	
  SEALY
  TECHNOLOGY LLC

  
	
   

  	
  SEALY
  REAL ESTATE, INC.

  
	
   

  	
  SEALY
  TEXAS MANAGEMENT, INC.

  
	
   

  	
  SEALY
  TEXAS HOLDINGS LLC

  
	
   

  	
  SEALY
  TEXAS, L.P.

  
	
   

  	
  WESTERN
  MATTRESS COMPANY

  
	
   

  	
  MATTRESS
  HOLDINGS

  INTERNATIONAL LLC

  
	
   

  	
  ADVANCED
  SLEEP PRODUCTS

  
	
   

  	
  SEALY
  COMPONENTS-PADS, INC.

  
	
   

  	
  SEALY
  MATTRESS COMPANY OF S.W.

  VIRGINIA

  
	
   

  	
   

  
	 
	
   

  	
  By:

  	
  /s/         Kenneth
  L. Walker

  	 

	 
	
   

  	
   

  	
  Name:

  	
  Kenneth L. Walker

  	 

	 
	
   

  	
   

  	
  Title:

  	
  Vice President, General
  Counsel

  and Secretary

  	 

							



 


6

















 


	
   

  	
  THE
  BANK OF NEW YORK TRUST

  COMPANY, N.A., as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/         Derek
  Kettel

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


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