Exhibit 4.1


SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of May 25, 2006,
among Sealy Corporation, a Delaware corporation (the “New
Guarantor”), Sealy Mattress Company, an Ohio corporation (the “Company”), Sealy Mattress Corporation and the guarantors
listed on Schedule I hereto (collectively, the “Guarantors”)
and The Bank of New York Trust Company, N.A., as trustee under the Indenture
referred to below (the “Trustee”).


WHEREAS, the
Company has heretofore executed and delivered to the Trustee an indenture (the “Original Indenture”),
dated as of April 6, 2004, providing for the issuance of 8.25% Senior
Subordinated Notes due 2014 (the “Notes”),
as supplemented by the First Supplemental Indenture (together with the Original
Indenture, the “Indenture”), dated as of June 28,
2004, providing for the release of Sealy Corporation from all its obligations
under its Guarantee (as defined in the Indenture);


WHEREAS, the
Indenture provides that under certain circumstances the New Guarantor may
execute and deliver to the Trustee a supplemental indenture pursuant to which
the New Guarantor shall unconditionally guarantee all of the Company’s
Obligations under the Notes and the Indenture on the terms and conditions set
forth herein (the “Guarantee”);
and


WHEREAS, pursuant
to Section 901 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, the New Guarantor 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. The New Guarantor hereby agrees to provide an
unconditional Guarantee on the terms and subject to the conditions set forth in
the Note Guarantee and in the Indenture including but not limited to Article 12
thereof.


3.          
NO RECOURSE AGAINST OTHERS. No past, present or future director, officer,
employee, incorporator, stockholder or agent of the New Guarantor, as such,
shall have any liability for any obligations of the Company or any Guarantor
under the Notes, any Note 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 and it is the view of the
SEC that such a waiver is against public policy.


4.             NEW YORK LAW TO GOVERN. THE
INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS
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.


5.          
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.


6.          
EFFECT OF HEADINGS. The Section headings herein are for convenience only
and shall not affect the construction hereof.


7.          
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 the New Guarantor and the Company.


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.


[Signature pages follow]



 2
 






 



 


IN WITNESS WHEREOF, the parties hereto have caused
this Second 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: Senior
  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:Senior Vice President, General Counsel and
  Secretary

  
	
   

  	
   

  	
   

  



 


 


[Additional signature pages follow]


 



 3














 
  


	
  

  	
  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: 

  	
  Senior Vice President, General Counsel and Secretary

  



 



 4
 






 
  



 


	
  

  	
  THE BANK OF NEW YORK TRUST 

  
	
   

  	
  COMPANY, N.A.,
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ William
  Cardozo

  
	
   

  	
   

  	
  Name: William Cardozo

  
	
   

  	
   

  	
  Title:   Vice
  President

  



 



 5














 


 


Schedule
I


	
  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