S-4

QuickLinks -- Click here to rapidly navigate through this document

As filed with the Securities and Exchange Commission on July 1, 2004

Registration No. 333-            

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

SEALY MATTRESS COMPANY
(Exact name of registrant as specified in its charter)

OHIO (State or other jurisdiction of incorporation or organization)	2510 (Primary Standard Industrial Classification Code Number)	34-0439410 (I.R.S. Employer Identification No.)
(see following pages for additional registrants)
One Office Parkway Trinity, North Carolina 27370 (336) 861-3500 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
Kenneth L. Walker One Office Parkway Trinity, North Carolina 27370 (336) 861-3500 (Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of all communications, including communications sent to agent for service, should be sent to:

Joseph H. Kaufman
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017
(212) 455-2000

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the Registration Statement becomes effective.

        If the only securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
8.25% Senior Subordinated Exchange Notes due 2014	$390,000,000	100%	$390,000,000	$49,413
Guarantees of 8.25% Senior Subordinated Exchange Notes due 2014(2)	N/A(3)	(3)	(3)	(3)

(1)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f) under the Securities Act of 1933, as amended (the "Securities Act").

(2)

See inside facing page for additional registrant guarantors.

(3)

Pursuant to Rule 457(n) under the Securities Act, no separate filing fee is required for the guarantees.

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANT GUARANTORS

Exact Name of Registrant as Specified in its Charter	State or Other Jurisdiction of Incorporation or Organization	I.R.S. Employer Identification Number	Industrial Classification Code Number
Sealy Mattress Corporation	Delaware	20-1178482	2510
Sealy Mattress Company of Puerto Rico	Ohio	34-6544153	2510
Ohio-Sealy Mattress Manufacturing Co., Inc.	Massachusetts	04-2511765	2510
Ohio-Sealy Mattress Manufacturing Co.	Georgia	58-1186228	2510
Sealy Mattress Company of Michigan, Inc.	Michigan	38-1256567	2510
Sealy Mattress Company of Kansas City, Inc.	Missouri	44-0523533	2510
Sealy of Maryland and Virginia, Inc.	Maryland	52-1192669	2510
Sealy Mattress Company of Illinois	Illinois	36-1853967	2510
A. Brandwein & Co.	Illinois	36-2526330	2510
Sealy Mattress Company of Albany, Inc.	New York	14-1325596	2510
Sealy of Minnesota, Inc.	Minnesota	41-1227650	2510
Sealy Mattress Company of Memphis	Tennessee	62-0357534	2510
North American Bedding Company	Ohio	34-1440446	2510
Sealy, Inc.	Ohio	34-1439379	2510
The Ohio Mattress Company Licensing and Components Group	Delaware	36-1750335	2510
Sealy Mattress Manufacturing Company, Inc.	Delaware	36-3209918	2510
Sealy-Korea, Inc.	Delaware	56-2112163	2510
Sealy Technology LLC	North Carolina	56-2168370	2510
Sealy Real Estate, Inc.	North Carolina	56-2147751	2510
Sealy Texas Management, Inc.	Texas	75-1491047	2510
Sealy Texas Holdings LLC	North Carolina	56-2164898	2510
Sealy Texas L.P.	Texas	62-1799443	2510
Western Mattress Company	California	95-3388719	2510
Mattress Holdings International LLC	Delaware	52-2177086	2510
Advanced Sleep Products	California	95-3254262	2510
Sealy Components-Pads, Inc.	Delaware	34-1801062	2510
Sealy Mattress Company of S.W. Virginia	Virginia	54-0492385	2510

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to completion, dated July 1, 2004

$390,000,000

SEALY MATTRESS COMPANY

        Offer to Exchange all outstanding 8.25% Senior Subordinated Notes due 2014 for an equal amount of 8.25% Senior Subordinated Exchange Notes due 2014, which have been registered under the Securities Act of 1933.

The Exchange Offer

•

We will exchange all outstanding notes that are validly tendered and not validly withdrawn for an equal principal amount of exchange notes that are freely tradeable.

•

You may withdraw tenders of outstanding notes at any time prior to the expiration of the exchange offer.

•

The exchange offer expires at 5:00 p.m., New York City time, on                    , 2004, unless extended. We do not currently intend to extend the expiration date.

•

The exchange of outstanding notes for exchange in the exchange offer will not be a taxable event for U.S. federal income tax purposes.

•

We will not receive any proceeds from the exchange offer.

The Exchange Notes

•

The exchange notes are being offered in order to satisfy certain of our obligations under the registration rights agreement entered into in connection with the placement of the outstanding notes.

•

The terms of the exchange notes to be issued in the exchange offer are substantially identical to the outstanding notes, except that the exchange notes will be freely tradeable.

Results of Exchange Notes

•

The exchange notes may be sold in the over-the-counter marker, in negotiated transactions or through a combination of such methods. We do not plan to list the exchange notes on a national market.

        If you are a broker-dealer and you receive exchange notes for your own account, you must acknowledge that you will deliver a prospectus in connection with any resale of such exchange notes. By making such acknowledgment, you will not be deemed to admit that you are an "underwriter" under the Securities Act of 1933. Broker-dealers may use this prospectus in connection with any resale of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired by the broker-dealer as a result of market-making activities or trading activities. We have agreed that, for a period of 180 days after the expiration of the exchange offer or until any broker-dealer has sold all registered notes held by it, we will make this prospectus available to such broker-dealer for use in connection with any such resale. A broker-dealer may not participate in the exchange offer with respect to outstanding notes acquired other than as a result of market-making activities or trading activities. See "Plan of Distribution."

        If you are an affiliate of Sealy Mattress Company or are engaged in, or intend to engage in, or have an agreement or understanding to participate in, a distribution of the exchange notes, you cannot rely on the applicable interpretations of the Securities and Exchange Commission and you must comply with the registration requirements of the Securities Act of 1933 in connection with any resale transaction.

You should consider carefully the risk factors beginning on page 18 of this prospectus before participating in the exchange offer.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is                        , 2004

TABLE OF CONTENTS

	Page
Special Note Regarding Forward-Looking Statements	ii
Available Information	ii
Summary	1
Summary Historical Consolidated Financial and Operating Data	16
Risk Factors	18
Use of Proceeds	28
Capitalization	29
Unaudited Pro Forma Condensed Consolidated Financial Information	30
Selected Historical Consolidated Financial and Operating Data	37
Management's Discussion and Analysis of Financial Condition and Results of Operations	39
Business	58
Management	69
Principal Stockholders	76
Certain Transactions	78
Description of Certain Indebtedness	80
The Exchange Offer	84
Description of Notes	95
Book Entry; Delivery and Form	145
Registration Rights	149
United States Federal Income Tax Consequences of the Exchange Offer	152
Plan of Distribution	153
Legal Matters	153
Experts	153
Index to Consolidated Financial Statements of Sealy Corporation, as Predecessor to Sealy Mattress Corporation	F-1

i

        This prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any exchange notes offered hereby in any jurisdiction where, or to any person to whom, it is unlawful to make such offer or solicitation. The information contained in this prospectus speaks only as of the date of this prospectus unless the information specifically indicates that another date applies. No dealer, salesperson or other person has been authorized to give any information or to make any representations other than those contained or incorporated by references in this prospectus in connection with the offer contained herein and, if given or made, such information or representations must not be relied upon as having been authorized by Sealy. Neither the delivery of this prospectus nor any sales made hereunder shall under any circumstances create an implication that there has been no change in our affairs or that of our subsidiaries since the date hereof.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This prospectus contains certain forward-looking statements, including, without limitation, statements concerning the conditions in the bedding industry, our operations, economic performance and financial condition, including in particular statements relating to our business and growth strategy and product development efforts. The words "believe," "expect," "anticipate," "intend" and other similar expressions generally identify forward-looking statements. Potential investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. These forward-looking statements are based largely on our current expectations and are subject to a number of risks and uncertainties, including, without limitation, those identified under "Risk Factors" and elsewhere in this prospectus and other risks and uncertainties indicated from time to time in our filings with the Securities and Exchange Commission, or SEC. Actual results could differ materially from these forward-looking statements. In addition, important factors to consider in evaluating such forward-looking statements include changes in external market factors, changes in our business or growth strategy or in our ability to execute our strategy due to changes in our industry or the economy generally, the emergence of new or growing competitors and various other competitive factors. In light of these risks and uncertainties, there can be no assurance that the matters referred to in the forward-looking statements contained in this prospectus will in fact occur.

AVAILABLE INFORMATION

        Sealy Mattress Company and its guarantors have filed with the SEC a registration statement on Form S-4 under the Securities Act with respect to the exchange notes being offered hereby. This prospectus, which forms a part of the registration statement, does not contain all of the information set forth in the registration statement. For further information with respect to us and the exchange notes, reference is made to the registration statement. Statements contained in this prospectus as to the contents of any contract or other document are not necessarily complete, and, where such contract or other document is an exhibit to the registration statement, each such statement is qualified by the provisions in such exhibit, to which reference is hereby made. Following the offering of the exchange notes, Sealy Mattress Company and its guarantors will be subject to the informational requirements of the Exchange Act, and, in accordance therewith, will file reports and other information with the SEC. The registration statement, such reports and other information can be inspected and copied at the Public Reference Room of the SEC located at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington D.C. 20549. Copies of such materials, including copies of all or any portion of the registration statement, can be obtained from the Public Reference Room of the SEC at prescribed rates. You can call the SEC at 1-800-SEC-0330 to obtain information on the operation of the Public Reference Room. Such materials may also be accessed electronically by means of the SEC's home page on the Internet (http://www.sec.gov).

ii

        So long as Sealy Mattress Company and its guarantors are subject to the periodic reporting requirements of the Exchange Act, Sealy Mattress Company and its guarantors are required to furnish the information required to be filed with the SEC to the trustee and the holders of the outstanding notes and the exchange notes. Sealy Mattress Company and its guarantors have agreed that, even if Sealy Mattress Company and its guarantors are not required under the Exchange Act to furnish such information to the SEC, we will nonetheless continue to furnish information that would be required to be furnished by Sealy Mattress Company and its guarantors by Section 13 of the Exchange Act.

Unless the context otherwise requires, references in this prospectus to "Sealy", "we" or "our" refer collectively to Sealy Mattress Corporation and its wholly-owned subsidiaries, and references to the "Issuer" refer to Sealy Mattress Company, a wholly-owned subsidiary of Sealy Mattress Corporation and the issuer of the notes. Sealy Mattress Corporation was formed on March 31, 2004 as a wholly-owned subsidiary of Sealy Corporation and, on April 6, 2004, Sealy Corporation contributed the equity of Sealy Mattress Company to Sealy Mattress Corporation. For purposes of this prospectus, all financial and other information herein relating to periods prior to April 6, 2004 is that of Sealy Corporation and its consolidated subsidiaries, as the predecessor accounting entity to Sealy Mattress Corporation.

Unless otherwise indicated, all information contained in this prospectus concerning the bedding industry in general, including information regarding (1) our market position and market share within our industry, (2) historical data concerning pricing, sales and volume and growth of sales or volume in our industry, (3) expectations regarding future growth of sales or volume in our industry and (4) brand recognition and consumer awareness, is based on management's estimates using internal data, data from industry trade groups (primarily the International Sleep Products Association ("ISPA")), consumer research and marketing studies and other externally obtained data (including Furniture Today, a furniture industry publication).

The following items referred to in this document are trademarks which are federally registered in the United States pursuant to applicable intellectual property laws: Sealy, Posturepedic, Stearns & Foster, Crown Jewel, Bassett, Reflexion and University of Sleep.

iii

SUMMARY

This summary highlights information contained elsewhere in this prospectus. This summary is not complete and may not contain all of the information that you should consider before investing in the notes. You should read the entire prospectus carefully. We use a 52-53 week fiscal year ending on the closest Sunday to November 30, but no later than December 2. Fiscal years are identified in this prospectus according to the calendar year in which they end. For example, fiscal 2003 refers to the year ended November 30, 2003. Unless otherwise indicated, financial information identified in this prospectus as pro forma gives effect to the consummation of the Recapitalization in the manner described under "Unaudited Pro Forma Consolidated Financial Information."

Our Company

        We are the largest bedding manufacturer in the world and the leading bedding manufacturer in the United States based on our wholesale domestic market share of approximately 21.4% in 2003, which we estimate to be 1.4 times that of our next largest competitor. We manufacture and market a complete line of conventional bedding products, including innerspring mattresses and box springs, under our highly recognized Sealy, Sealy Posturepedic and Stearns & Foster brand names, as well as our Bassett and Reflexion brand names. We believe that our Sealy brand name has been the number one selling brand in the domestic bedding industry for over 20 years and our Stearns & Foster brand name is one of the leading brands devoted predominantly to the fast-growing luxury segment of the industry. We believe our ownership of the best selling and most recognized brand in the domestic bedding industry (Sealy), combined with one of the leading luxury brands (Stearns & Foster), gives us a competitive advantage by allowing us to distinctly target different segments of the marketplace.

        Our principal executive offices are located at One Office Parkway, Trinity, North Carolina 27370 and the telephone number is (336) 861-3500.

        On April 6, 2004, Sealy Corporation, our parent company, completed a merger transaction that resulted in the acquisition of approximately 92% of its capital stock by affiliates of Kohlberg Kravis Roberts & Co., L.P. See "—The Recapitalization."

        We offer a complete line of conventional bedding products in sizes ranging from single to king-sized and which sell at retail price points from under $300 to approximately $5,000 per queen sized set domestically. While we sell products at all retail price points, we focus our product development and sales efforts toward mattress and box spring sets which sell at retail price points above $799 domestically. We believe that higher priced segments of the market offer faster growth and greater profitability than other bedding segments. For fiscal 2003, we derived approximately 63% of our total domestic sales dollars from products with retail price points of $799 and above.

        We serve domestically a large and well-diversified base of approximately 3,000 customers representing approximately 8,000 outlets, including furniture stores, specialty bedding stores, department stores and national mass merchandisers. Our five largest customers accounted for approximately 18.1% of our net sales for fiscal 2003 and no single customer represented more than 10.0% of our net sales for this period. We service these customers through our sales force, which we believe to be the largest and best trained in the domestic conventional bedding industry as evidenced by our strong market share among our major retail accounts, new account growth and strong customer retention rates. Our sales strategy supports strong retail relationships through the use of cooperative advertising programs, in-store product demonstrations, sales associate training and a focused national advertising campaign to support our multiple brand platforms. A key component of our sales strategy is the leveraging of our portfolio of multiple leading brands across the full range of retail price points to capture and retain long-term, high share customer relationships.

1

        We manufacture and distribute products to our customers primarily on a just-in-time basis from our network of 30 bedding and component manufacturing facilities located around the world. We believe we are the only national, vertically integrated manufacturer of both inner spring and box spring components. We believe there are a number of important advantages to this operating model including (1) the ability to provide superior service to large national accounts, (2) a significant reduction in our required inventory investment and (3) geographical proximity to our customers which enables reduced delivery times and increased consistency of service.

        We derived approximately 20% of our fiscal 2003 net sales internationally, primarily from Canada and Europe. In Canada, we are the leading bedding manufacturer with a wholesale market share of approximately 24.1% in 2003. We are the only major global bedding manufacturer with a substantial international presence, which we believe provides an attractive growth opportunity not readily available to our primary competitors.

New Product Redesign

        During 2003, we introduced our proprietary UniCased™ and TripLCased™ Systems which represent a comprehensive redesign of our product lines. These technologically advanced, one-sided structures represent the broadest redesign in our history and are the result of significant customer and market research and extensive product research and development efforts. We believe these new product lines will benefit us in the following ways:

        Superior Product for Our Customers.    Our customers benefit from the features embodied by our one-sided UniCased™ and TripLCased™ product lines, including consistent edge-to-edge comfort, proper back support and long-lasting durability, providing for what we believe to be an exceptional overall sleep experience and superior value to our customers.

        Higher Average Unit Selling Price.    As a result of this superior value, as well as a shift in product mix within the Sealy Posturepedic line to higher price points, the average unit selling price for domestic sales in our Sealy Posturepedic line for the first quarter of fiscal 2004 was 6.4% higher than it was for the first quarter of fiscal 2003.

        Improved Manufacturing Economics.    Our redesigned, one-sided product lines have a significantly reduced degree of manufacturing complexity due to a significant reduction in component stock keeping units ("SKUs"). We expect this reduced complexity to result in a reduction in material waste, improved manufacturing efficiency and lower net investment in working capital.

        Higher Margins.    As a result of higher average unit selling price and improved manufacturing economics, we believe the rollout of our UniCased™ line, launched in June 2003, and our TripLCased™ line, launched in January 2004, will contribute to our increased profitability.

        Results Realized To Date.    The June 2003 launch of our new one-sided product has resulted to date in an increase in both revenues and profitability. The Sealy Posturepedic line achieved strong results in the first quarter of fiscal 2004, with domestic revenue growth of 23.3% as compared to the same period in fiscal 2003. This revenue growth was driven by domestic unit growth of 15.9% and growth in average unit selling price for domestic sales of 6.4%, in each case for the first quarter of fiscal 2004 as compared to the first quarter of fiscal 2003.

Market Overview

        The U.S. bedding industry generated wholesale revenues of approximately $5.0 billion during calendar 2003. From 1982 to 2002, the U.S. bedding industry has grown at a compound annual growth

2

rate of approximately 6.4%, driven by growth in both units and average unit selling prices. The bedding industry is characterized by the following attributes:

        Stability of Demand Growth.    From 1982 to 2002, year-over-year industry revenues have grown every year but one (a 0.3% decline in 2001) and have exhibited consistent growth in both units (3.3% on average) and average unit selling price (3.0% on average). Underlying the industry's stability and resilience to economic downturns is the significant number of replacement purchases each year, which we believe typically constitute approximately two-thirds of bedding industry sales.

        Attractive Category to Retail Customers.    Approximately 84% of industry sales in 2002 occurred in furniture stores, department stores and specialty sleep shops. These retailers are, in many cases, increasing floor allocations and devoting more resources to growing the bedding category within their stores due to the high profitability and minimal inventory requirements of the category. Returns on inventory (defined as annual gross margin dollars divided by average inventory dollars) for the mattress category are among the highest for furniture retailers. Mass merchants have traditionally accounted for a small percentage of domestic bedding industry sales.

        Large Manufacturers Are Gaining Share.    While there are over 700 bedding manufacturers in the United States, the three largest bedding manufacturers in the United States have been gaining market share from smaller competitors, increasing their collective share from 49% in 1996 to 53% in 2002. We believe that this market share trend is likely to continue as large, national manufacturers such as Sealy can offer retailers sales, service and profit opportunities that are superior to those offered by regional and local competitors.

        Growth in the High-End Segments.    The retail bedding market can generally be segmented into the Promotional (less than $500 per unit), Premium ($500-$999 per unit), Luxury ($1,000-$1,999 per unit) and Ultra Luxury (greater than $2,000 per unit) segments. According to ISPA, the Luxury and Ultra Luxury segments of the market are growing more rapidly than the overall industry, averaging 15.3% and 20.5% growth in sales, respectively, for the 2000 to 2002 period. We believe continued growth in the Luxury and Ultra Luxury segments will be driven by a number of factors including the growth in disposable income among the large "baby boomer" population (39 to 57 years of age), growing consumer awareness regarding the positive health effects of quality sleep, the growth in average number and sizes of bedrooms in domestic homes, and increased focus by retailers on these profitable segments.

        Limited Exposure to Imports.    Due to the short lead times demanded by mattress retailers, the limited inventories carried by retailers, the customized nature of each retailer's product lines, high shipping costs and relatively low domestic direct labor content in mattresses, the bedding industry faces low competition from imports, which were estimated to be approximately 4.6% of the U.S. market in 2003. In addition, established consumer brands are a critical element in retailers' merchandising strategies in the bedding industry.

Our Competitive Strengths

        We believe that our competitive strengths include the following:

Leading industry brands and products

        We believe that our Sealy and Stearns & Foster brands give us a competitive advantage by allowing us to distinctly target different segments of the marketplace.

        Our Sealy brand, which accounted for approximately 72% of our total sales in fiscal 2003, is the best-selling and most recognized brand in the U.S. bedding industry. The Sealy brand enjoys the

3

highest consumer recognition in the industry, achieving an unaided awareness score of almost twice that of our nearest competitor based upon a 2002-2003 consumer study.

        Our Stearns & Foster brand name, which accounted for approximately 18% of our total sales in fiscal 2003, is one of the leading brand names devoted predominantly to the luxury segment.

Leading market position overall and in high-end segments

        In the U.S. bedding market, our Sealy brands have held the leading market share position for over 20 years and we continue to be the largest manufacturer with a wholesale market share of approximately 21.4% in 2003, which we estimate to be 1.4 times that of our nearest competitor. In the Canadian market, we also enjoy the leading market position with an approximate 24.1% share.

        We have a relatively higher market share in the Luxury and Ultra Luxury segments compared to our overall domestic market share. Our Stearns & Foster brand is targeted predominantly at these segments. Because these segments of the market are growing more rapidly and are more profitable than other segments of the market, we believe that our market shares in these segments provide us with a significant competitive advantage.

Unparalleled scale

        As the largest bedding manufacturer in the world, we have significant competitive advantages in both revenue generation and operational efficiencies. Our sales efforts benefit from our large scale, as we employ over 200 sales personnel we can deploy to cover a broad range of customers in geographically diverse locations. With separate staffs focused on field sales and national accounts, we have the breadth to cover a large number of regional customers while maintaining focus on key national vendors. Similarly, the size and structure of our sales force allows us to pursue profitable share gain with smaller dealers without sacrificing service to our larger accounts. Our large scale manufacturing presence, consisting of 29 bedding and component manufacturing facilities located around the world, and a vertically integrated manufacturing model, also afford us several distinct advantages. With our broad geographic coverage, we offer just-in-time delivery to better service our accounts, while reducing our inventory requirements. We also leverage our large scale and geographic presence to optimize our operating performance through shorter lead times, reduced delivery distances and alliances in many of our key supply categories that help us reduce cost, improve service and reduce our working capital investment.

Well positioned international business

        We derived approximately 20% of our net sales internationally in fiscal 2003, primarily from Canada, where we are the leading bedding manufacturer based on market share, and from Europe, a market where we do not face a pan-European competitor. In addition to these core markets, we have operations in Mexico, Brazil and Argentina that are positioned to grow. We believe that the size and scale of our international platform provides us with attractive growth opportunities not readily available to our primary competitors.

Experienced and committed management team

        Our management team, led by President and Chief Executive Officer, David McIlquham, has significant industry experience, averaging over 12 years. Our management team has been responsible for revitalizing our business and increasing our profitability through the launch of Sealy's new UniCased™ one-sided products, a strategic realignment of our sales force, implementing tighter financial controls, and the strengthening of our retailer relationships. Our management team committed approximately $24.6 million of equity to the Recapitalization, with equity ownership being expanded in the transaction to include 99 members of management.

4

Our Strategy

        Our business plan includes the following strategies:

Drive revenues and market share with UniCased™ and TripLCased™ product offering

        The rollout of our one sided Sealy Posturepedic UniCased™ product line, launched in June 2003, is expected to continue to benefit us as fiscal 2004 represents the first full fiscal year of this product line's results. In addition, our new one sided TripLCased™ Stearns & Foster line was launched in January 2004 with benefits expected in terms of revenue and profit growth. These new products' highly engineered designs feature consistent edge-to-edge comfort, proper back support and long-lasting durability, providing for what we believe to be an exceptional sleep experience.

        Our UniCased™ launch has already achieved increased sales, customer market share and average unit selling prices. In our Sealy Posturepedic line, domestic average unit selling prices for the first quarter of fiscal 2004 represent a 6.4% increase over the fiscal 2003 first quarter, and domestic unit sales volumes increased 15.9% between the same periods. We believe positive trends will continue as we benefit from the completion of the UniCased™ rollout and the extension of the one-sided design to our other product lines, including the redesigned Stearns & Foster brand mattresses.

Drive profitability with new products

        The rollout of our one-sided product has enhanced our manufacturing efficiency and increased our profitability. Our new UniCased™ and TripLCased™ lines were engineered to optimize our manufacturing capabilities, with reduced design and production complexity that has decreased production costs. Across all products, the transition to a one-sided design has led to a significant reduction in the number of panel and border fabric SKUs, which we expect to improve material yield. In addition, we anticipate that the reduced design complexity will lead to lower labor costs per unit for the UniCased™ and TripLCased™ lines and lower levels of working capital.

Maximize leading position in most attractive market segments and improve product mix

        We continue to focus our sales efforts to target the fastest growing and most profitable segments of the mattress market. With approximately 77 million "baby boomers" reaching their peak spending years and a growing awareness among consumers of the benefits of quality sleep, customer demand for higher-end mattresses has increased. We have a relatively higher market share in the Luxury and Ultra Luxury segments compared to our overall domestic market share. With the introduction of our Stearns & Foster TripLCased™ design and our UniCased™ Sealy Posturepedic line, we aim to further improve our product mix toward higher margin price points and increase our market share in these segments.

Maintain our position as a leading supplier to the largest retail customers

        Our extensive customer relationships and distribution network allow us to have what we believe to be a leading market share among the top 25 domestic retailers by wholesale dollars. We seek to maximize this market share position and expect to benefit as more of our top customers grow at a faster rate than the overall market in the retail sector. In support of this goal, our industry leading sales force will continue to service these accounts and seek incremental business.

Increase operational efficiencies through profit initiatives

        We have undertaken a series of cost savings initiatives that we believe will continue to improve our profitability beyond the benefit of the new product rollout. We have begun to streamline our manufacturing operations by transitioning from a batch manufacturing process to a cellular

5

manufacturing model and applying lean manufacturing principles. We are also seeking to optimize our existing manufacturing infrastructure through manufacturing network optimization, expanded in-house supply of certain components, and regional material and supply management.

Pursue profitable growth opportunities in international markets

        We plan to grow our international business, as we believe our international markets offer a strong opportunity for cash flow generation. In Canada, where we have the leading market share position, we intend to expand our presence by executing a strategy which is similar to that which has been successful for us in the U.S. market, and have experienced positive results from the recent UniCased™ launch in Canada. In Europe, we seek to gain share from regional competition in a fragmented market by leveraging our sales, marketing and manufacturing expertise. In Mexico, Argentina and Brazil, we plan to profitably grow our positions. In addition, we plan to further grow our cash flows from international licensees.

The Recapitalization

        On April 6, 2004, Sealy Corporation, our parent company, completed a merger transaction ("the Merger") with an entity controlled by affiliates of Kohlberg Kravis Roberts & Co., L.P., which we refer to collectively as KKR, pursuant to which

•

the common stock of Sealy Corporation outstanding immediately prior to the Merger (other than 2,297,330 shares of Class A common stock held by affiliates of Bain Capital, LLC ("Bain") and certain other existing Sealy Corporation stockholders (collectively with Bain, the "Rollover Stockholders"), which had a fair value of approximately $40.1 million) and the options to receive Sealy Corporation common stock outstanding immediately prior to the Merger (other than certain options held by members of management as discussed under "Management—Rollover Options and New Options") were canceled and converted into a right to receive aggregate cash consideration of approximately $740.5 million; and



•

KKR obtained ownership of approximately 92% of the outstanding common stock of Sealy Corporation immediately following the Merger, with the remaining common stock held by the Rollover Stockholders.

        In connection with the Merger, KKR made an equity investment in Sealy Corporation of approximately $436.1 million and

•

we entered into new senior secured credit facilities, consisting of a $560.0 million term loan facility and a $125.0 million revolving credit facility, as discussed under "Description of Certain Indebtedness—Senior Secured Credit Facilities";



•

we entered into a $100.0 million senior unsecured term loan due in 2013, as discussed under "Description of Certain Indebtedness—Senior Unsecured Term Loan";



•

Sealy Corporation received approximately $13.6 million from the settlement of remaining notes receivable from Mattress Firm, Inc. (collectively referred to as the "MFI Note");



•

Sealy Mattress Company issued $390.0 million aggregate principal amount of 8.25% senior subordinated notes due 2014;



•

we repaid approximately $739.8 million of our existing indebtedness as of February 29, 2004, together with accrued interest of $10.1 million thereon, including:



•

the repurchase by Sealy Mattress Company of its outstanding $300 million 9⁷/8% Senior Subordinated Notes due December 15, 2007 and its $128 million 10⁷/8% Senior Subordinated Discount Notes due December 15, 2007;

6

•

the repurchase by Sealy Corporation of its $50 million junior subordinated promissory notes and the repayment of all amounts outstanding under its then existing credit facilities; and



•

Sealy Corporation issued after the Merger new options to purchase shares of Class A common stock to certain members of management, as discussed under "Management—Rollover Options and New Options."

        In addition, immediately after completion of the Merger, Sealy Corporation contributed all of the capital stock of Sealy Mattress Company to Sealy Mattress Corporation, a newly-formed, wholly-owned direct subsidiary of Sealy Corporation. For purposes of this prospectus, all financial and other information herein relating to periods prior to April 6, 2004 is that of Sealy Corporation and its consolidated subsidiaries, as the predecessor accounting entity to Sealy Mattress Corporation.

        The Merger and the related financing transactions described above are collectively referred to in this prospectus as the "Recapitalization."

7

Corporate Structure

        The chart below illustrates our current ownership and corporate structure as a result of the Recapitalization. Ownership of Sealy Corporation is presented on a fully-diluted basis.

(1)

The fully-diluted ownership percentage of Certain Members of Management only includes stock options currently outstanding and does not include any potential issuances under our existing stock option plan.

(2)

This amount represents total fair value of all common shares outstanding as well as the intrinsic value of all stock options which remained outstanding at the completion of the Recapitalization. It differs from the actual book value of the common stock and additional paid-in capital to be recorded in the historical financial statements as the shares for the Rollover Stockholders will be valued on a carry-over basis consistent with generally accepted accounting principles.

(3)

Sealy Mattress Corporation guarantees all amounts outstanding under our senior secured credit facilities and our senior unsecured term loan and also guarantees the senior subordinated notes on a senior subordinated basis.

(4)

At closing of the Recapitalization, we borrowed $560.0 million in the form of term loans under our senior secured credit facilities and $100.0 million under our senior unsecured term loan. Our senior secured credit facilities are secured by a pledge of 100% of Sealy Mattress Company's capital stock, 100% of the capital stock of each of Sealy Mattress Company's current and future domestic subsidiaries (other than certain inactive subsidiaries of the corporation) and by a security interest in 65% of the capital stock of certain of Sealy Mattress Company's foreign subsidiaries.

(5)

All of these entities (other than joint ventures and certain inactive subsidiaries of the corporation) guarantee all amounts outstanding under our senior secured credit facilities and our senior unsecured term loan on a senior basis and guarantee the senior subordinated notes on a senior subordinated basis.

(6)

As noted in (4) above, certain of our foreign subsidiaries have granted a first priority security interest in 65% of their capital stock. In addition, Gestion Centurion Inc. guarantees amounts outstanding under our Canadian revolving credit facilities.

8

Summary of Terms of the Exchange Offer

        On April 6, 2004, Sealy Mattress Company completed the private offering of the outstanding notes. References to the "notes" in this prospectus are references to both the outstanding notes and the exchange notes. This prospectus is part of a registration statement covering the exchange of the outstanding notes for the exchange notes.

        We and the guarantors entered into a registration rights agreement with the initial purchasers in the private offering in which we and the guarantors agreed to deliver to you this prospectus as part of the exchange offer and we agreed to use all commercially reasonable efforts to complete the exchange offer within 30 business days after the effective date of the registration statement covering the exchange. You are entitled to exchange in the exchange offer your outstanding notes for exchange notes which are identical in all material respects to the outstanding notes except:

•

the exchange notes have been registered under the Securities Act;



•

the exchange notes are not entitled to certain registration rights which are applicable to the outstanding notes under the registration rights agreement; and



•

certain special interest rate provisions are no longer applicable.

The Exchange Offer	We are offering to exchange up to $390,000,000 aggregate principal amount of our 8.25% Senior Subordinated Exchange Notes due 2014, which we refer to in this prospectus as the exchange notes, for up to $390,000,000 million aggregate principal amount of our 8.25% Senior Subordinated Notes due 2014, which we refer to in this prospectus as the outstanding notes. Outstanding notes may be exchanged only in integral multiples of $1,000.
Resale	Based on an interpretation by the staff of the SEC set forth in no-action letters issued to third parties, we believe that the exchange notes issued pursuant to the exchange offer in exchange for outstanding notes may be offered for resale, resold and otherwise transferred by you (unless you are an "affiliate" of the Issuer, within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that you are acquiring the exchange notes in the ordinary course of your business and that you are not engaged in, do not intend to engage in, and have no arrangement or understanding with any person to participate in, a distribution of the exchange notes.
	Each participating broker-dealer that receives exchange notes for its own account pursuant to the exchange offer in exchange for outstanding notes that were acquired as a result of market-making or other trading activity must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. See "Plan of Distribution."
	Any holder of outstanding notes who:
	•	is an affiliate of the Issuer;

9

	•	does not acquire exchange notes in the ordinary course of business; or
	•	tenders in the exchange offer with the intention to participate, or for the purpose of participating, in a distribution of exchange notes;
	cannot rely on the position of the staff of the SEC enunciated in Exxon Capital Holdings Corporation, Morgan Stanley & Co. Incorporated or similar no-action letters and, in the absence of an exemption therefrom, must comply with the registration and prospectus delivery requirement of the Securities Act in connection with the resale of the exchange notes.
Expiration Date; Withdrawal of Tender	The exchange offer will expire at 5:00 p.m., New York City time, on                       , 2004, or such later date and time to which we extend it (the "expiration date"). We do not currently intend to extend the expiration date. A tender of outstanding notes pursuant to the exchange offer may be withdrawn at any time prior to the expiration date. Any outstanding notes not accepted for exchange for any reason will be returned without expense to the tendering holder promptly after the expiration or termination of the exchange offer.
Certain Conditions to the Exchange Offer	The exchange offer is subject to customary conditions, which we may waive. Please read the section captioned "The Exchange Offer—Certain Conditions to the Exchange Offer" of this prospectus for more information regarding the conditions to the exchange offer.
Procedures for Tendering Outstanding Notes	If you wish to accept the exchange offer, you must complete, sign and date the accompanying letter of transmittal, or a facsimile of the letter of transmittal, according to the instructions contained in this prospectus and the letter of transmittal. You must also mail or otherwise deliver the letter of transmittal, or a facsimile of the letter of transmittal, together with the outstanding notes and any other required documents, to the exchange agent at the address set forth on the cover page of the letter of transmittal. If you hold outstanding notes through The Depository Trust Company, or DTC, and wish to participate in the exchange offer, you must comply with the Automated Tender Offer Program procedures by DTC, by which you will agree to be bound by the letter of transmittal. By signing, or agreeing to be bound by the letter of transmittal, you will represent to us that, among other things:
	•	any exchange notes that you receive will be acquired in the ordinary course of business;

10

	•	you have no arrangement or understanding with any person or entity to participate in a distribution of the exchange notes;
	•	if you are a broker-dealer that will receive exchange notes for your own account in exchange for outstanding notes that were acquired as a result of market-making activities or other trading activity that you will deliver a prospectus, as required by law, in connection with any resale of such exchange notes; and
	•	you are not an "affiliate," as defined in Rule 405 of the Securities Act, of the Issuer or, if you are an affiliate, you will comply with any applicable registration and prospectus delivery requirements of the Securities Act.
Special Procedures for Beneficial Owners	If you are a beneficial owner of outstanding notes which are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, and you wish to tender such outstanding notes in the exchange offer, you should contact such registered holder promptly and instruct such registered holder to tender on your behalf. If you wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal and delivering your outstanding notes, either make appropriate arrangements to register ownership of the outstanding notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time and may not be able to be completed prior to the expiration date.
Guaranteed Delivery Procedures	If you wish to tender your outstanding notes and your outstanding notes are not immediately available or you cannot deliver your outstanding notes, the letter of transmittal or any other documents required by the letter of transmittal or comply with the applicable procedures under DTC's Automated Tender Offer Program prior to the expiration date, you must tender your outstanding notes according to the guaranteed delivery procedures set forth in this prospectus under "The Exchange Offer—Guaranteed Delivery Procedures."
Effect on Holders of Outstanding Notes	As a result of the making of, and upon acceptance for exchange of all validly tendered outstanding notes pursuant to the terms of the exchange offer, we will have fulfilled a covenant contained in the registration rights agreement and, accordingly, there will be no increase in the interest rate on the outstanding notes under the circumstances described in the registration rights agreement. If you are a holder of outstanding notes and you do not tender your outstanding notes in the exchange offer, you will continue to hold such outstanding notes and you will be entitled to all the rights and limitations applicable to the outstanding notes in the indenture, except for any rights under the registration rights agreement that by their terms terminate upon the consummation of the exchange offer. To the extent that outstanding notes are tendered and accepted in the exchange offer, the trading market for outstanding notes could be adversely affected.

11

Consequences of Failure to Exchange	All untendered outstanding notes will continue to be subject to the restrictions on transfer provided for in the outstanding notes and in the indenture. In general, the outstanding notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. Other than in connection with the exchange offer, we do not currently anticipate that we will register the outstanding notes under the Securities Act.
Certain Income Tax Considerations	The exchange of outstanding notes for exchange notes in the exchange offer will not be a taxable event for the United States federal income tax purposes. See "Certain United States Federal Income and Estate Tax Consequences to Non-U.S. Holders."
Use of Proceeds	We will not receive any cash proceeds from the issuance of exchange notes pursuant to the exchange offer.
Exchange Agent	The Bank of New York is the exchange agent for the exchange offer. The address and telephone number of the exchange agent are set forth in the section caption "The Exchange Offer—Exchange Agent" of this prospectus.

12

Summary of Terms of the Exchange Notes

Issuer	Sealy Mattress Company.
Securities Offered	$390.0 million aggregate principal amount of 8.25% senior subordinated exchange notes due 2014.
Maturity	June 15, 2014.
Interest	8.25% per annum, payable semiannually in arrears on June 15 and December 15, commencing on December 15, 2004. The initial interest payment will include accrued interest from April 6, 2004.
Guarantees	All payments on the exchange notes are jointly and severally guaranteed on a senior subordinated unsecured basis by Sealy Mattress Corporation, the parent company of the Issuer, and all of the Issuer's existing domestic restricted subsidiaries. The guarantee by Sealy Mattress Corporation is being provided as a holding company guarantee solely for the purpose of allowing Sealy Mattress Company to satisfy its reporting obligations under the indenture governing the notes by furnishing financial information relating to Sealy Mattress Corporation and, accordingly, you should not assign any value to such holding company guarantee.
Ranking	The exchange notes and the guarantees will rank:
	•	junior to all of our and the guarantors' existing and future senior indebtedness and secured indebtedness, including any borrowings under our senior secured credit facilities and the senior unsecured term loan;
	•	equally with any of our and the guarantors' future unsecured senior subordinated indebtedness, including trade payables;
	•	senior to any of our and the guarantors' future indebtedness that is expressly subordinated in right of payment to the notes; and
	•	effectively junior to all of the liabilities of our subsidiaries that do not guarantee the notes.
	As of February 29, 2004, on a pro forma basis, the notes and the subsidiary guarantees would have ranked junior to:
	•	approximately $668.2 million of senior indebtedness; and
	•	other liabilities, including trade payables but excluding intercompany obligations, of our non-guarantor subsidiaries.

13

Optional Redemption	Prior to June 15, 2009, the Issuer may redeem the exchange notes, in whole or in part, at a price equal to 100% of the principal amount thereof plus the make-whole premium described under "Description of Notes—Optional Redemption."
	The Issuer may also redeem any of the exchange notes at any time on or after June 15, 2009, in whole or in part, at the redemption prices described under "Description of Notes—Optional Redemption," plus accrued and unpaid interest and special interest, if any, to the date of redemption.
	In addition, prior to June 15, 2007, the Issuer may redeem up to 40% of the aggregate principal amount of the exchange notes issued under the indenture governing the notes with the net proceeds of certain equity offerings, provided at least 60% of the aggregate principal amount of the exchange notes remains outstanding immediately after such redemption. See "Description of Notes—Optional Redemption."
Change of Control	Upon a change of control, the Issuer will be required to make an offer to purchase each holder's exchange notes at a price of 101% of the principal amount thereof, plus accrued and unpaid interest and special interest, if any, to the date of purchase. See "Description of Notes—Repurchase at the Option of Holders—Change of Control."
Certain Covenants	The indenture governing the exchange notes contains covenants that, among other things, limits the Issuer's ability and the ability of its restricted subsidiaries to:
	•	incur additional indebtedness;
	•	create liens;
	•	pay dividends or make other equity distributions;
	•	purchase or redeem capital stock;
	•	make investments;
	•	sell assets or consolidate or merge with or into other companies; and
	•	engage in transactions with affiliates.
	These limitations are subject to a number of important qualifications and exceptions. See "Description of Notes—Certain Covenants."

14

No Prior Market; PORTAL Market Listing

The exchange notes will be new securities for which there is no market. Although the initial purchasers in the private offering of the outstanding notes have informed us that they intend to make a market in the outstanding notes and, if issued, the exchange notes, they are not obligated to do so and may discontinue market-making at any time without notice. Accordingly, we cannot assure you that a liquid market for the outstanding notes or exchange notes will develop or be maintained. The notes have been made eligible for trading on PORTALSM.

Use of Proceeds

There will be no cash proceeds to us from the exchange offer.

Risk Factors

        See "Risk Factors" immediately following this summary for a discussion of certain risks relating to an investment in the notes.

15

SUMMARY HISTORICAL CONSOLIDATED FINANCIAL
AND OPERATING DATA

        Set forth below are summary historical consolidated financial and operating data of Sealy Corporation, as predecessor to Sealy Mattress Corporation, at the dates and for the periods indicated. Sealy Mattress Corporation was formed on March 31, 2004 as a wholly-owned subsidiary of Sealy Corporation and, on April 6, 2004, Sealy Corporation contributed the equity of Sealy Mattress Company to Sealy Mattress Corporation. For the purposes of this prospectus, all financial and other information herein relating to periods prior to April 6, 2004, including the summary historical consolidated financial and operating data presented below, is that of Sealy Corporation and its consolidated subsidiaries, as the predecessor accounting entity to Sealy Mattress Corporation. Sealy Corporation's summary historical consolidated financial and operating data for the fiscal years ended December 2, 2001, December 1, 2002 and November 30, 2003 were derived from its audited historical consolidated financial statements included elsewhere in this prospectus. Sealy Corporation's summary historical consolidated financial and operating data for the three months ended February 29, 2004 and March 2, 2003 were derived from its unaudited historical consolidated financial statements included elsewhere in this prospectus. Please note that the only financial information of the Issuer that is included in this prospectus is presented in note 19 to the audited historical consolidated financial statements and in note 15 to the unaudited historical consolidated financial statements. The summary historical consolidated financial and operating data set forth below should be read in conjunction with, and is qualified by reference to, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the audited historical consolidated financial statements and accompanying notes thereto included elsewhere in this prospectus.

											Three Months Ended
		Fiscal Year(1)
											March 2, 2003			February 29, 2004
		2001			2002			2003
		(dollars in millions)
Statement of Operations Data:
	Net sales(2)	$	1,154.1		$	1,189.2		$	1,189.9		$	288.3		$	318.2
	Cost of goods sold		668.6			679.7			695.1			165.4			183.6
	Selling, general and administrative expenses		386.9			410.5			397.1			92.7			101.6
	Other (income) expense(3)		4.7			(0.7	)		(8.2	)		(1.8	)		(3.1	)
	Income from operations		93.9			99.7			105.9			32.2			36.1
	Interest expense		78.0			72.6			68.5			17.1			16.9
	Other (income) expense, net		24.3			3.1			0.9			(0.3	)		(0.4	)
	Income (loss) before income taxes		(8.4	)		24.1			36.5			15.4			19.6
	Income tax expense		12.5			7.2			18.2			6.3			8.3
	Income (loss) before cumulative effect of change in accounting principle		(21.0	)		16.9			18.3			9.1			11.3
	Cumulative effect of change in accounting principle		(0.2	)		—			—			—			—
	Net income (loss)	$	(20.8	)	$	16.9		$	18.3		$	9.1		$	11.3
Balance Sheet Data (at end of period):
	Total assets	$	903.1		$	904.9		$	959.1		$	933.0		$	956.9
	Long-term debt, net of current portion		748.3			719.9			699.6			720.5			676.8
	Total debt		778.1			753.2			747.3			762.0			747.9
	Stockholders' deficit		(132.9	)		(115.7	)		(76.2	)		(101.5	)		(61.8	)

16

Other Financial Data:
	Depreciation & amortization	31.9		22.4		24.9		5.7		6.1
	Capital expenditures	20.1		16.8		13.4		2.3		5.3
	Cash flows provided by (used in):
	Operating activities	11.3		100.0		87.9		(15.7	)	(18.5	)
	Investing activities	(62.9	)	(39.4	)	0.4		(2.3	)	(5.3	)
	Financing activities	45.5		(45.1	)	(14.7	)	5.8		0.6

Footnotes to table

(1)

We use a 52-53 week fiscal year ending on the closest Sunday to November 30, but no later than December 2. The fiscal years ended November 30, 2003 and December 1, 2002 were 52-week years and the fiscal year ended December 2, 2001 was a 53-week year.

(2)

Information for periods prior to fiscal 2003 has been restated from previously published reports due to the adoption of EITF 01-09, "Accounting for Consideration Given by a Vendor to a Customer or a Reseller of the Vendor's Product," as of March 4, 2002, reflecting a reclassification of such costs from selling, general and administrative costs to a reduction of net sales. There was no change to reported net income.

(3)

Consists of the following items to the extent applicable for the periods presented: stock based compensation, business closure charge, plant closing and restructuring charges, amortization of intangibles, asset impairment charge and net royalty income.

Ratio of Earnings to Fixed Charges

	Fiscal Year Ended															Three Months Ended
	November 28, 1999			November 26, 2000			December 2, 2001			December 1, 2002			November 30, 2003			March 2, 2003			February 29, 2004
	(dollars in thousands)
Pre-tax income from operations	$	32,382		$	57,372		$	(8,464	)	$	24,151		$	36,465		$	15,431		$	19,551
Fixed charges:
Interest expense and amortization of debt discount and financing costs		65,991			69,009			78,047			72,571			68,525			17,077			16,944
Rentals—33%(b)		3,476			3,305			4,407			4,551			4,543			1,136			1,260
Total fixed charges		69,467			72,314			82,454			77,122			73,068			18,213			18,204
Earnings before income taxes and fixed charges		101,849			129,686			73,990			101,273			109,533			33,644			37,755
Ratio of earnings to fixed charges(a)		1.5	x		1.8	x		—			1.3	x		1.5	x		1.8	x		2.1	x

(a)

For the year ended December 2, 2001, earnings were insufficient to cover fixed charges by $8.5 million.

(b)

The percent of rent included in the calculation is a reasonable approximation of the interest factor in our operating leases.

17

RISK FACTORS

You should carefully consider the following factors in addition to the other information set forth in this prospectus before you decide to tender outstanding notes in the exchange offer. The risks and uncertainties described below are not the only ones facing us. Additional risks and uncertainties that we do not presently know about or that we currently believe are immaterial may also adversely impact our business operations. If any of the following risks actually occur, our business, financial condition or results of operations would likely suffer. In such case, the trading price of the exchange notes could fall, and you may lose all or part of your original investment.

Risks Related to the Exchange Offer

If you choose not to exchange your outstanding notes, the present transfer restrictions will remain in force and the market price of your outstanding notes could decline.

        If you do not exchange your outstanding notes for exchange notes in the exchange offer, then you will continue to be subject to the transfer restrictions on the outstanding notes as set forth in the offering memorandum distributed in connection with the private offering of the outstanding notes. In general, the outstanding notes may not be offered or sold unless they are registered or exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the outstanding notes under the Securities Act. You should refer to "Summary—Summary of Terms of the Exchange Offer" and "The Exchange Offer" for information about how to tender your outstanding notes.

        The tender of outstanding notes under the exchange offer will reduce the principal amount of the outstanding notes outstanding, which may have an adverse effect upon, and increase the volatility of, the market price of the outstanding notes due to reduction in liquidity.

Risks Related to the Exchange Notes

Our level of indebtedness could adversely affect our financial position and prevent us from fulfilling our obligations under the exchange notes.

        As of February 29, 2004, on a pro forma basis, we would have had outstanding indebtedness for borrowed money of approximately $1,058.2 million. Our substantial indebtedness could have important consequences to you. For example, it could:

•

make it more difficult for us to meet all our obligations to senior creditors, who could then require us to do such things as restructure our indebtedness, sell assets, or raise additional debt or equity capital;



•

limit our ability to borrow additional amounts for working capital, capital expenditures, acquisitions, debt service requirements, execution of our growth strategy, research and development costs or other purposes;



•

require us to dedicate a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for working capital, capital expenditures, acquisitions and other general corporate purposes;



•

limit our flexibility in planning for and reacting to changes in our business and in the industry in which we operate that could make us more vulnerable to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and



•

place us at a disadvantage compared to our competitors that have less debt.

18

        Any of the above listed factors could materially adversely affect our business and results of operations.

We and our subsidiaries and parent entities may be able to incur more debt, which could further exacerbate the risks associated with our substantial anticipated leverage.

        We and our subsidiaries may be able to incur substantial additional indebtedness in the future. The terms of the indenture, the senior secured credit facilities and the senior unsecured term loan do not fully prohibit us or our subsidiaries from doing so. As of February 29, 2004, on a pro forma basis, our senior secured credit facilities would permit additional borrowing of up to $106.9 million under our U.S. revolving facility. All of such additional borrowings would rank senior to the notes and the parent and subsidiary guarantees. If new debt is added to our and our subsidiaries' anticipated debt levels, the related risks that we and they now face could intensify.

        In addition, the covenants in the indenture governing the notes do not apply to or regulate activities of direct or indirect parents of Sealy Mattress Company. Accordingly, direct or indirect parents of Sealy Mattress Company, including Sealy Mattress Corporation and Sealy Corporation, could issue additional securities (including preferred or common stock) or other indebtedness subject to the restrictions contained in agreements governing other indebtedness, including the senior secured credit facilities and the senior unsecured term loan. We and these parent entities intend to evaluate all potential financing alternatives available to us from time to time in both the debt and equity markets and to optimize our capital structure over time based upon these alternatives. Such alternatives may result in an increase to our debt leverage (or that of our parent entities) and adversely affect our financial position.

To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

        Based upon the current level of operations and certain anticipated improvements, we believe that cash flow from operations and available cash, together with borrowings available under our senior secured credit facilities, will be adequate to meet our future liquidity needs throughout 2004. Our ability to make payments on and to refinance our indebtedness, including these notes, and to fund planned capital expenditures and research and development efforts will depend on our ability to generate cash in the future. Our ability to generate cash is, to a certain extent, subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

        We cannot assure you, however, that our business will generate sufficient cash flow from operations, that currently anticipated cost savings and operating improvements will be realized on schedule or at all, or that future borrowings will be available to us under our senior secured credit facilities or otherwise in an amount sufficient to enable us to pay our indebtedness, including these notes, or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness, including these notes, on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness, including our senior secured credit facilities, the senior unsecured term loan and the notes, on commercially reasonable terms or at all.

Your right to receive payments on the notes and the guarantees is junior to the rights of the lenders under the senior secured credit facilities and the senior unsecured term loan and to all of the Issuer's and the guarantors' other senior indebtedness, including any of the Issuer's or the guarantors' future senior debt.

        The notes are general unsecured obligations that are junior in right of payment to all of our existing and future senior indebtedness. The guarantees are general unsecured obligations of the guarantors that are junior in right of payment to all of the existing and future senior indebtedness of the guarantors. See "Description of Notes—Subordination." As of February 29, 2004, on a pro forma basis, we would have had approximately $668.2 million of senior indebtedness, and the revolving credit

19

portion of our senior secured credit facilities would have provided for additional borrowings of up to $106.9 million, all of which would be senior indebtedness when drawn. As of February 29, 2004, on a pro forma basis, the guarantors would have had $660.0 million of senior indebtedness which represented guarantees of borrowings under our senior secured credit facilities and the senior unsecured term loan.

        The guarantee by Sealy Mattress Corporation is being provided as a holding company guarantee solely for the purpose of allowing Sealy Mattress Company to satisfy its reporting obligations under the indenture governing the notes by furnishing financial information relating to Sealy Mattress Corporation and, accordingly, you should not assign any value to such holding company guarantee.

        The Issuer and the guarantors may not pay principal, premium, if any, interest or other amounts on account of the notes or the guarantees in the event of a payment default or certain other defaults in respect of certain of our senior indebtedness, including debt under the new senior secured credit facilities and, under certain circumstances, the senior unsecured term loan, unless the senior indebtedness has been paid in full or the default has been cured or waived. In addition, in the event of certain other defaults with respect to the senior indebtedness, the Issuer or the guarantors may not be permitted to pay any amount on account of the notes or the guarantees for a designated period of time.

        Because of the subordination provisions in the notes and the guarantees, in the event of a bankruptcy, liquidation or dissolution of the Issuer or a guarantor, the Issuer's or the guarantor's assets will not be available to pay obligations under the notes or the applicable guarantee until the Issuer or the guarantor has made all payments in cash on its senior indebtedness. We cannot assure you that sufficient assets will remain after all these payments have been made to make any payments on the notes or the applicable guarantee, including payments of principal or interest when due.

Because the notes are not secured, our assets may be insufficient to pay amounts due on your notes.

        In addition to being contractually subordinated to all existing and future senior indebtedness, the notes and the guarantees are unsecured obligations of the Issuer and the guarantors. In contrast, our obligations outstanding under the senior secured credit facilities are secured by substantially all of the assets of the Issuer, Sealy Corporation and each of the Issuer's existing and subsequently acquired or organized direct or indirect domestic subsidiaries that guarantees such senior credit facilities. Our obligations outstanding under the senior secured credit facilities are also secured by a pledge of the capital stock of the Issuer by Sealy Corporation, 100% of the capital stock of our existing and subsequently acquired or organized direct or indirect domestic subsidiaries and 65% of the capital stock of our first-tier foreign subsidiaries and all intercompany debt. In addition, we may incur other senior indebtedness, which may be substantial in amount, and which may, in certain circumstances, be secured.

        Because the notes and the guarantees are unsecured obligations, your right of repayment may be compromised if any of the following situations occur:

•

we enter into bankruptcy, liquidation, reorganization, or other winding-up proceedings;



•

there is a default in payment under our senior secured credit facilities or other secured indebtedness; or



•

there is an acceleration of any indebtedness under our senior secured credit facilities or other secured indebtedness.

        If any of these events occurs, the secured lenders could sell those of our assets in which they have been granted a security interest, to your exclusion, even if an event of default exists under the indenture at such time. As a result, upon the occurrence of any of these events, we cannot assure you that there will be sufficient funds to pay amounts due on the notes and the guarantees.

20

The Issuer may not be able to repurchase notes upon a change of control or in connection with asset sales.

        The senior secured credit facilities and the senior unsecured term loan will (subject to certain limitations), and our future senior indebtedness may, prohibit the Issuer from repurchasing any notes even though the indenture requires the Issuer to offer to repurchase some or all of the notes when certain events occur. If the Issuer experiences a change of control, you will have the right to require the Issuer to repurchase your notes at a purchase price in cash equal to 101% of the principal amount of your notes plus accrued and unpaid interest, if any. In addition, if the Issuer make certain types of asset sales, the Issuer may be required to offer to repurchase some or all of your notes at a purchase price in cash equal to 100% of the principal amount of your notes plus accrued and unpaid interest, if any. However, we are restricted by our senior secured credit facilities and the senior unsecured term loan from repurchasing any notes, subject to limited exceptions. Our senior secured credit facilities also provide that certain change of control events and asset sales constitute a default. Any future credit agreement or other agreements relating to senior indebtedness to which we become a party may contain similar restrictions or provisions. If the Issuer experiences a change of control or makes asset sales that result in the Issuer having to repurchase notes when the Issuer are prohibited from doing so, we could seek the consent of our lenders to purchase the notes or could attempt to refinance the borrowings that contain such a prohibition. In the event that we do not obtain such a consent or do not refinance such borrowings, the Issuer would remain prohibited from purchasing the notes. In such case, the Issuer's failure to purchase notes would constitute a default under the indenture relating to the notes, which, in turn, could result in amounts outstanding under our senior secured credit facilities, the senior unsecured term loan and other senior indebtedness being declared due and payable. Any such declaration could have adverse consequences both to you and to us. In the event the Issuer experiences a change of control or makes asset sales that result in the Issuer having to repurchase notes, we cannot assure you that we would have sufficient assets to satisfy all of our obligations under our senior secured credit facilities, the senior unsecured term loan and the notes. If a default occurs with respect to any senior indebtedness, the subordination provision in the indenture would likely restrict payments to you. In addition, the change of control covenant does not cover all corporate reorganizations, mergers or similar transactions and may not provide you with protection in a highly leveraged transaction.

Our senior secured credit facilities, the senior unsecured term loan and the indenture restrict our management's discretion in operating our business.

        Our senior secured credit facilities require us to maintain specified financial ratios and tests, among other obligations. In addition, our senior secured credit facilities restrict, among other things:

•

our ability to incur additional indebtedness;



•

ability to make acquisitions; and



•

ability to make capital expenditures.

        A failure to comply with the restrictions contained in the senior secured credit facilities could lead to an event of default, which could result in an acceleration of such indebtedness. Such an acceleration would also constitute an event of default under the indenture and the senior unsecured term loan. The indenture and the senior unsecured term loan also restrict, among other things, our ability to incur additional indebtedness, sell assets, make certain payments and dividends or to merge or consolidate our company. A failure to comply with the restrictions in the indenture or the senior unsecured term loan could result in an event of default under the indenture or the senior unsecured term loan, as the case may be.

Your right to receive payments on the notes could be adversely affected if any of our non-guarantor subsidiaries declare bankruptcy, liquidate, or reorganize.

21

        Some, but not all, of our subsidiaries have guaranteed the notes. In the event of a bankruptcy, liquidation or reorganization of any of our non-guarantor subsidiaries, holders of their indebtedness and their trade creditors will generally be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us.

        As of February 29, 2004, on a pro forma basis, the notes would have been effectively junior to approximately $8.2 million of indebtedness of our non-guarantor subsidiaries and approximately $25.0 million would have been available to those subsidiaries for future borrowing under our senior secured credit facilities. Our non-guarantor subsidiaries generated 19.5% of our consolidated revenues in the year ended November 30, 2003 and held 12.3% of our consolidated assets as of February 29, 2004. See note 19 to our audited historical consolidated financial statements for more information regarding our non-guarantor subsidiaries.

Federal and state statutes allow courts, under specific circumstances, to void the notes and the guarantees, subordinate claims in respect of the notes and the guarantees and require note holders to return payments received from the Issuer or the guarantors.

        Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, the notes and the guarantees could be voided, or claims in respect of the notes and the guarantees could be subordinated to all other debts of the Issuer or any guarantor, as applicable, if, among other things, the Issuer or such guarantor, as applicable, at the time the indebtedness evidenced by the notes or the guarantees, as applicable:

•

received less than reasonably equivalent value or fair consideration for the incurrence of the indebtedness; and



•

were insolvent or rendered insolvent by reason of such incurrence; or



•

were engaged in a business or transaction for which one of our or such guarantor's remaining assets constituted unreasonably small capital; or



•

intended to incur, or believed that we or such guarantor would incur, debts beyond our or such guarantor's ability to pay such debts as they mature.

In addition, any payment by the Issuer or a guarantor pursuant to the notes or the guarantees could be voided and required to be returned to the Issuer or such guarantor or to a fund for the benefit of the creditors of the Issuer or such guarantor.

        The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, the Issuer or a guarantor, as applicable, would be considered insolvent if:

•

the sum of the Issuer's or such guarantor's debts, including contingent liabilities, was greater than the fair saleable value of our or such guarantor's assets; or



•

if the present fair saleable value of the Issuer's or such guarantor's assets were less than the amount that would be required to pay the Issuer's or such guarantor's probable liability on our or such guarantor's existing debts, including contingent liabilities, as they become absolute and mature; or



•

the Issuer or such guarantor could not pay its or such guarantor's debts as they become due.

        On the basis of historical and pro forma financial information, recent operating history and other factors, we believe that the Issuer and each guarantor, after giving effect to the issuance of the exchange notes and the guarantee of the exchange notes, will not be insolvent, will not have unreasonably small capital for the business in which the Issuer and the guarantors are engaged and will not have incurred debts beyond the Issuer's or the guarantor's ability to pay such debts as they mature.

22

We cannot assure you, however, as to what standard a court would apply in making these determinations or that a court would agree with our conclusions in this regard.

We cannot assure you that an active trading market will develop for the exchange notes, which may reduce their market price.

        We are offering the exchange notes to the holders of the outstanding notes. The outstanding notes were offered and sold in April 2004 to a small number of institutional investors and are eligible for trading in the Private Offerings, Resale and Trading through Automatic Linkages (PORTAL) Market.

        We do not intend to apply for a listing of the exchange notes on a securities exchange or on any automated dealer quotation system. There is currently no established market for the exchange notes and we cannot assure you as to the liquidity of markets that may develop for the exchange notes, your ability to sell the exchange notes or the price at which you would be able to sell the exchange notes. If such markets were to exist, the exchange notes could trade at prices that may be lower than their principal amount or purchase price depending on many factors, including prevailing interest rates and the markets for similar securities. The initial purchasers in the private offering of the outstanding notes have advised us that they currently intend to make a market with respect to the exchange notes. However, these initial purchasers are not obligated to do so, and any market making with respect to the exchange notes may be discontinued at any time without notice. In addition, such market making activity may be limited during the pendency of the exchange offer or the effectiveness of a shelf registration statement in lieu thereof.

        Future trading prices of the notes will depend on many factors, including:

•

our operating performance and financial condition;



•

our ability to complete the offer to exchange the notes for the exchange notes;



•

the interest of securities dealers in making a market; and



•

the market for similar securities.

23

Risks Related to the Business

The bedding industry is highly competitive.

        The bedding industry is highly competitive, and we encounter competition from many manufacturers in both domestic and foreign markets. The highly competitive nature of the bedding industry means we are continually subject to the risk of loss of our market share, loss of significant customers, the inability for us to gain market share or acquire new customers, and difficulty in raising our prices. Some of our principal competitors have less debt than we have and may be better able to withstand changes in market conditions within the bedding industry. Additionally, we may encounter increased future competition, which could have a material adverse effect on our financial condition or results of operations. In addition, there is a risk of further consolidation in the industry which could magnify the competitive risks previously outlined.

We are dependent on our significant customers.

        Our top five customers accounted for approximately 18% of our net sales for the fiscal year ended November 30, 2003. While we believe our relationships with these customers are stable, many arrangements are by purchase order or are terminable at will at the option of either party. A substantial decrease or interruption in business from our significant customers could result in write-offs or in the loss of future business and could have a material adverse effect on our financial condition or results of operations.

        In the future, retailers in the United States may consolidate, undergo restructurings or reorganizations, or realign their affiliations, any of which could decrease the number of stores that carry our products or increase the ownership concentration in the retail industry. Some of these retailers may decide to carry only one brand of mattress products which could affect our ability to sell our products on favorable terms, and could have a material adverse effect on our business, financial condition or results of operations.

Difficulties in integrating potential acquisitions could adversely affect our business.

        We regularly evaluate potential domestic and international acquisition opportunities to support and strengthen our business. We cannot be sure that we will be able to locate suitable acquisition candidates, acquire candidates on acceptable terms or integrate acquired businesses successfully.

        Future acquisitions may require us to incur additional debt and contingent liabilities, which may materially and adversely affect our business, operating results and financial condition. In addition, the process of integrating acquired businesses effectively involves the following risks:

•

assimilating operations and products may be unexpectedly difficult;



•

management's attention may be diverted from other business concerns;



•

we may enter markets in which we have limited or no direct experience; and



•

we may lose key employees of the acquired business.

        We do not currently have any material agreements relating to acquisitions or joint ventures.

We are subject to fluctuations in the cost of raw materials and the possible loss of suppliers.

        The major raw materials that we purchase for production are steel wire, fabrics and roll goods consisting of foam, insulator pads, and fiber and non-wovens. The price and availability of these raw materials are subject to market conditions affecting supply and demand. In particular, world demand for steel over the last two years has increased due to a number of factors, including increased steel imports into Asia. Worldwide production has not been able to keep up with the increased demand, due in part to decreased productive capacity in the United States. Furthermore, the weakening of the U.S. dollar has raised the relative price of steel imported into the United States. Consequently, we believe

24

that the cost of cold rolled steel and steel drawn wire, which are used in the production of the spring units and other components within our mattress and box springs, will increase significantly during 2004. Our financial condition or results of operations may be materially and adversely affected by increases in raw material costs to the extent we are unable to pass on such higher costs to customers.

        We purchase our raw materials and certain components from a variety of vendors, including Leggett & Platt Inc., Foamex International, Inc., and other national raw material and component suppliers. We purchase approximately 59% of our Sealy and Stearns & Foster box spring parts from third party sources, predominantly from Leggett & Platt, which has patents on various interlocking wire configurations. In addition, we are dependent upon a single supplier for certain key structural components of our new UniCased™ design. Such components are purchased under a four-year supply agreement, and are manufactured in accordance with a proprietary design exclusive to the supplier. While we attempt to reduce the risks of dependence on a single external source, we cannot assure you that there would not be an interruption of production if Leggett & Platt or any other supplier were to discontinue supplying us for any reason.

We have risks associated with our international operations.

        We currently conduct international operations and may pursue additional international opportunities. Our international operations are subject to the customary risks of operating in an international environment, including the potential imposition of trade or foreign exchange restrictions, tariff and other tax increases, fluctuations in exchange rates, inflation and unstable political situations. We have also limited our ability to independently expand in certain international markets where we have granted licenses to manufacture and sell Sealy bedding products. Our licensees in Australia, Jamaica and the United Kingdom have perpetual licenses, subject to only limited termination rights. Our licensees in the Dominican Republic, the Bahamas, Israel, Japan, New Zealand, Saudi Arabia (which covers 13 middle eastern countries), South Africa and Thailand hold licenses for fixed terms with limited renewal rights. Fluctuations in the rate of exchange between the U.S. dollar and other currencies may affect stockholders' equity and the results of operations.

Our ability to compete effectively depends on our ability to maintain our trademarks, patents and other intellectual property.

        We hold over 300 worldwide trademarks, which we believe have significant value and are important to the marketing of our products to retailers. We own 31 U.S. patents, a number of which have been registered in a total of 22 countries, and we have 6 domestic patents pending. In addition, we own U.S. and foreign registered trade names and service marks and have applications for the registration of trade names and service marks pending domestically and abroad. We also own several U.S. copyright registrations, and a wide array of unpatented proprietary technology and know-how. We also license certain intellectual property rights from third parties.

        Our ability to compete effectively with other companies depends, to a significant extent, on our ability to maintain the proprietary nature of our owned and licensed intellectual property. Although our trademarks are currently registered in the United States and registered or pending in 96 foreign countries, there can be no assurance that our trademarks cannot and will not be circumvented, or do not or will not violate the proprietary rights of others, or that we would not be prevented from using our trademarks if challenged. A challenge to our use of our trademarks could result in a negative ruling regarding our use of our trademarks, their validity or their enforceability, or could prove expensive and time consuming in terms of legal costs and time spent defending against it. Either situation could have a material adverse effect on our financial condition or results of operations. In addition, there can be no assurance that we will have the financial resources necessary to enforce or defend our trademarks. In addition, there can be no assurance as to the degree of protection offered by the various patents, the likelihood that patents will be issued for pending patent applications or, with regard to the licensed intellectual property, that the licenses will not be terminated. If we were unable

25

to maintain the proprietary nature of our intellectual property and our significant current or proposed products, our financial condition or results of operations could be materially adversely affected.

Regulatory requirements may have a material adverse effect on our business, financial condition or operating results.

        Our products and our marketing and advertising programs are and will continue to be subject to regulation in the United States by various federal, state and local regulatory authorities. In addition, other governments and agencies in other jurisdictions regulate the sale and distribution of our products. Compliance with these regulations may have an adverse effect on our business. For example, the State of California plans to adopt new open flame resistance standards, proposed to be effective in 2005. The U.S. Consumer Product Safety Commission and various state regulatory agencies are also considering new rules relating to open flame resistance standards for the mattress industry. If adopted, such new rules may adversely affect our costs, manufacturing processes and the performance of our products. We are developing product solutions that are intended to enable us to meet the new standards. Because the new standards have not yet been adopted, however, no assurance can be given that our solutions will enable us to meet the new standards. There can be no assurance that our marketing and advertising practices will not be the subject of proceedings before regulatory authorities or the subject of claims by other parties.

Environmental, health and safety requirements could expose us to material obligations and liabilities.

        We are subject to federal, state, local and foreign laws and regulations relating to pollution, environmental protection and occupational health and safety. There can be no assurance that we are at all times in complete compliance with all such requirements, and consequences for violating such requirements can be material. We have made and will continue to make capital and other expenditures to comply with environmental and health and safety requirements. In addition, as is the case with manufacturers in general, if a release of hazardous substances occurs on or from our properties or any offsite disposal location where our wastes have been disposed, or if contamination from prior activities is discovered at any of our properties or third-party owned properties that we or our predecessors formerly owned or operated, we may be subject to liability arising out of such conditions and the amount of such liability could be material. Liability can include, for example, costs of investigation and cleanup of the contamination, natural resource damages, damage to properties and personal injuries. We are currently conducting environmental investigations or cleanups at several locations, including a formerly owned facility in South Brunswick, New Jersey and at an inactive facility in Oakville, Connecticut, and have been monitoring groundwater at our South Gate, California facility. We have recorded accruals to reflect future costs associated with these cleanups. However, because of the uncertainties associated with environmental remediation, it is possible that the costs incurred with respect to the cleanups could exceed the recorded accruals. We have in the past received requests for information related to offsite locations where our wastes have been disposed and could be requested to contribute to the cost of investigating or cleaning up these or other sites.

We may face exposure to product liability.

        We face an inherent business risk of exposure to product liability claims in the event that the use of any of our products results in personal injury or property damage. In the event that any of our products prove to be defective, we may be required to recall or redesign such products. We maintain insurance against product liability claims, but there can be no assurance that such coverage will continue to be available on terms acceptable to us or that such coverage will be adequate for liabilities actually incurred. A successful claim brought against us in excess of available insurance coverage, or any claim or product recall that results in significant adverse publicity against us, may have a material adverse effect on our business.

26

The loss of the services of any members of our senior management team could adversely affect our business.

        We are dependent on the continued services of our senior management team. Although we believe we could replace key employees in an orderly fashion should the need arise, the loss of such key personnel could have a material adverse effect on our financial condition and results of operations.

A deterioration in labor relations could have a material effect on our business.

        As of November 30, 2003, we had 6,562 full-time employees. Approximately 70% of our employees at our 26 North American plants are represented by various labor unions with separate collective bargaining agreements. Our current collective bargaining agreements, which are typically three years in length, expire at various times beginning in 2004 through 2007. Due to the large number of collective bargaining agreements, we are periodically in negotiations with certain of the unions representing our employees. There can be no assurance that we will not at some point be subject to work stoppages by some of our employees and, if such events were to occur, that there would not be a material adverse effect on our financial condition or results of operations.

Our controlling shareholders may have interests that conflict with yours.

        Our company is privately owned by KKR, the Rollover Stockholders and members of management. These investors collectively control our affairs and policies. Further, though KKR owns approximately 92% of the common stock of Sealy Corporation, it could sell a portion of its interest from time to time and still exercise control over our affairs and policies. Circumstances may occur in which the interests of these shareholders could be in conflict with the interests of the holders of the notes. In addition, these shareholders may have an interest in pursuing acquisitions, divestitures or other transactions that, in their judgment, could enhance their equity investment, even though such transactions might involve risks to the holders of the notes.

Our new product launches may not be successful.

        Each year we invest significant time and resources in research and development to improve our product offerings. In June 2003, we launched an entirely new line of mattresses and box-springs under our Sealy Posturepedic brand which utilize new proprietary manufacturing processes and materials. In January 2004, we launched a new line of mattresses and box-springs under our Stearns & Foster brand which utilize similar new manufacturing processes and materials. We will continue to incur increased costs in the near term associated with the introduction of these new lines and the training of our employees in the new manufacturing processes. We are subject to a number of risks inherent in new product line introductions, including development delays, failure of new products to achieve anticipated levels of market acceptance and costs associated with failed product introductions.

Our pension plan is currently underfunded and we will be required to make cash payments to the plan, reducing the cash available for our business.

        We have a noncontributory, defined benefit pension plan covering current and formerly hourly employees at five of our active plants and seven previously closed facilities. We record a minimum liability associated with this plan equal to the excess of the accumulated benefit obligation over the fair value of plan assets. The minimum liability at November 30, 2003 was $4.5 million, and we will be required to make a minimum funding contribution of $2.1 million in 2004. If the performance of the assets in this pension plan does not meet our expectations, or if other actuarial assumptions are modified, our future cash payments to the plan could be higher than we expect. This pension plan is subject to the Employee Retirement Income Security Act of 1974, or ERISA. Under ERISA, the Pension Benefit Guaranty Corporation, or PBGC, has the authority to terminate an underfunded pension plan under limited circumstances. In the event our pension plan is terminated for any reason while it is underfunded, we will incur a liability to the PBGC that may be equal to the entire amount of the underfunding and, under certain circumstances, the liability could be senior to the notes.

27

USE OF PROCEEDS

        We will not receive any cash proceeds from the issuance of the exchange notes. In consideration for issuing the exchange notes as contemplated in this prospectus, we will receive in exchange a like principal amount of outstanding notes, the terms of which are identical in all material respects to the exchange notes. The outstanding notes surrendered in exchange for the exchange notes will be retired and canceled and cannot be reissued. Accordingly, issuance of the exchange notes will not result in any change in our capitalization.

28

CAPITALIZATION

        The following table sets forth cash and cash equivalents and capitalization of Sealy Corporation as predecessor to Sealy Mattress Corporation as of February 29, 2004 on an actual basis and on an unaudited pro forma basis. The information should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations", "Unaudited Pro Forma Condensed Consolidated Financial Information" and the unaudited consolidated financial statements and accompanying notes thereto appearing elsewhere in this prospectus.

		As of February 29, 2004
		Historical			Pro Forma
		(in millions)
Cash and cash equivalents		$	77.8		$	—
Debt (including current maturities)
	Previous credit facilities(1)	$	259.1		$	—
	Senior secured credit facilities(2)		—			560.0
	Senior unsecured term loan(3)		—			100.0
	97/8% senior subordinated notes		302.6			—
	107/8% senior subordinated discount notes		128.0			—
	Junior subordinated promissory notes		50.0			—
	8.25% senior subordinated notes		—			390.0
	Mortgage debt and other obligations		8.2			8.2
	Total debt	$	747.9		$	1,058.2
Total stockholders' deficit(4)			(61.8	)		(419.5	)
	Total capitalization	$	686.1		$	638.7

(1)

Consists of a $50.0 million revolving credit facility (under which no amounts were drawn as of February 29, 2004) and a $450.0 million term loan facility (under which $259.1 million remained outstanding as of February 29, 2004).

(2)

Consists of a $125.0 million revolving credit facility (under which no amounts were utilized in connection with the Recapitalization) and a $560.0 million term loan facility (the entire amount of which was utilized in connection with the Recapitalization).

(3)

Consists of a $100.0 million senior unsecured term loan (the entire amount of which was utilized in connection with the Recapitalization).

(4)

Reflects the impact of the Recapitalization. Included in stockholders' deficit are nonrecurring after tax charges of approximately $77.0 million related to the write-off of deferred financing costs, premium costs with refinancing existing debt and costs related to the redemption or rollover of existing stock options.

29

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

        The following unaudited pro forma condensed consolidated financial statements have been developed by application of pro forma adjustments to the historical consolidated financial statements of Sealy Corporation, as predecessor to Sealy Mattress Corporation, included elsewhere in this prospectus. The unaudited pro forma condensed consolidated balance sheet gives effect to the Recapitalization as if it had occurred on February 29, 2004. The unaudited pro forma condensed consolidated statement of operations for the three months ended February 29, 2004 and for the twelve months ended November 30, 2003 gives effect to the Recapitalization as if it had been consummated on December 1, 2003 and December 2, 2002, respectively. Assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with these unaudited pro forma condensed consolidated financial statements.

        The unaudited pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable under the circumstances. The unaudited pro forma financial information does not purport to represent what the results of operations or financial condition of Sealy Corporation would have been had the Recapitalization actually occurred on the dates indicated, nor do they purport to project the results of operations or financial condition of Sealy Corporation for any future period or as of any future date. The unaudited pro forma condensed consolidated statement of operations excludes the nonrecurring effects of (i) the write-off of debt issuance costs and previous bond premium ($11.8 million), (ii) payment of premium and consent fees ($20.4 million), (iii) compensation expense for management retention bonuses, cancellation of an executive's contract and charges associated with the cash settlement or rollover of stock options and the repurchase of a former executive's shares ($53.4 million) and (iv) certain other nonrecurring charges ($47.0 million). The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the information contained in "Selected Historical Consolidated Financial and Other Operating Data," "Summary—The Recapitalization," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated financial statements and related notes thereto appearing elsewhere in this prospectus.

30

SEALY CORPORATION
Unaudited Pro Forma Condensed Consolidated Balance Sheet
(in millions)

		As of February 29, 2004
		Historical			Pro Forma Adjustments			Pro Forma
ASSETS
Current assets:
	Cash and cash equivalents	$	77.8		$	(77.8	)(1)	$	—
	Accounts receivable, net		183.1			(0.1	)(2)		183.0
	Inventories		50.1			—			50.1
	Prepaid expenses and other current assets		21.5			(0.3	)(3)		21.2
	Deferred income taxes		20.5			—			20.5
			353.0			(78.2	)		274.8
Property, plant and equipment, net of accumulated depreciation			171.6			—			171.6
Other assets:
	Goodwill, net of accumulated amortization		382.9			—			382.9
	Long-term notes receivable		13.6			(13.6	)(4)		—
	Debt issuance costs, net, and other assets		35.7			21.1	(5)		56.8
			432.2			7.5			439.7
		$	956.8		$	(70.7	)	$	886.1
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
	Current portion—long-term obligations	$	71.1		$	(58.9	)(6)	$	12.2
	Accounts payable		90.6			—			90.6
	Accrued interest		12.2			(10.1	)(7)		2.1
	Pro forma purchaser advance		—			40.2	(1)		40.2
	Other accrued expenses		95.8			(36.6	)(8)		59.2
			269.7			(65.4	)		204.3
Long-term obligations, net			676.8			369.2	(6)		1,046.0
Other noncurrent liabilities			49.2			(7.0	)(9)		42.2
Deferred income taxes			22.9			(9.8	)(10)		13.1
Stockholders' deficit			(61.8	)		(357.7	)(11)		(419.5	)
		$	956.8		$	(70.7	)	$	886.1

See accompanying notes to unaudited pro forma condensed consolidated balance sheet.

31

SEALY CORPORATION

Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet

(in millions)

(1)

The pro forma financial data have been derived by the application of pro forma adjustments to the historical financial statements for February 29, 2004. The sources and uses of funds related to the Recapitalization are as follows:

Sources:
	Pro forma short term advance from KKR(a)			$	40.2
	New senior secured term loan				560.0
	Senior unsecured term loan				100.0
	8.25% senior subordinated notes due 2014				390.0
	Settlement of MFI Note				13.6
	Equity investment(b)				436.1
		Total sources			1,539.9
Uses:
	Repurchase of common stock			$	740.5
	Redemption of stock options				21.0
	Repayment of the pre-existing credit facility				259.1
	Repayment of the 97/8% senior subordinated notes				300.0
	Repayment of the 107/8% senior subordinated discount notes				128.0
	Repayment of junior subordinated notes				50.0
	Fees, expenses and other transaction costs				109.0
	Accrued interest				10.1
		Total uses			1,617.7
			Net effect on cash	$	(77.8	)

(a)

The pro forma sources and uses of cash resulting from the Merger are presented assuming that all transaction cash flows were funded on the day the Merger was consummated. This assumption results in a cash deficiency of $40.2 million when applied to the historical cash balance as of February 29, 2004. This deficiency is presented herein as if funded by a short term, non-interest bearing advance from the purchaser. However, due to positive operating cash flow between February 29, 2004 and the date of consummation, as well as the fact that $30.1 million of previously existing debt repayments and other transaction costs were not funded until a time subsequent to the consummation, no such advance actually occurred.



(b)

Upon consummation of the Merger, and the change of control which occurred as a result thereof, all previously unvested stock options granted to management vested and became immediately exercisable. All of senior management, certain other members of management and certain other employees elected not to exercise a portion of their options. The aggregate intrinsic value with respect to which senior management, certain other management and employees made such an election is $24.6 million. The expiration date of these additional options have been extended to ten years from the date of the Merger and will continue to be exercisable for shares of common stock until that time. The $24.6 million related to the retention of management options by these individuals does not represent a source or use of cash and is not included as such in this note. However, the extension of the term of the options retained by management resulted in a non-cash compensation charge of $24.6 million.

(2)

Adjustment reflects the elimination of accrued interest receivable on the MFI Note.

32

(3)

Adjustment reflects write-off of prepaid insurance associated with directors' and officers' liability coverage existing prior to change in control.

(4)

Adjustment reflects the settlement of the MFI Note in connection with the Recapitalization.

(5)

Reflects adjustments for the following:

Write-off of unamortized debt issuance costs associated with existing debt		$	(14.8	)
Capitalization of deferred issuance costs associated with new debt			36.0
Other			(0.1	)
	Total	$	21.1

(6)

Reflects adjustments for the following:

New Borrowings:
	Senior secured term loan			$	560.0
	Senior unsecured term loan				100.0
	8.25% senior subordinated notes				390.0
		Total			1,050.0
Repayments and write-offs:
	Repayment of the pre-existing credit facility				(259.1	)
	Repayment of the 97/8% senior subordinated notes and the 107/8% senior subordinated discount notes				(428.0	)
	Repayment of junior subordinated notes				(50.0	)
	Write-off of premium on the 97/8% senior subordinated notes				(2.6	)
		Total			(739.7	)
			Net change	$	310.3
Total change from the unaudited pro forma condensed consolidated balance sheet:
	Current portion			$	(58.9	)
	Long-term portion				369.2
		Total		$	310.3

(7)

Reflects adjustments to remove accrued interest payable associated with existing debt.

(8)

Reflects adjustments for the following:

Record estimated tax benefits associated with write-off of existing deferred debt costs			(4.9	)
Record estimated tax benefits associated with other recapitalization expenses			(36.5	)
Accrue management retention bonuses			6.0
Other			(1.2	)
	Total	$	(36.6	)

33

(9)

Reflects adjustments for the following:

Transfer of amount accrued for officer's put option on existing common stock to stockholders' deficit		$	(6.7	)
Payment of other deferred compensation			(0.3	)
	Total	$	(7.0	)

(10)

Adjustment reflects deferred tax benefit associated with compensation expense from the extension of the maturity date of stock options described in Note 1(b).

(11)

Reflects adjustments for the following:

		Gross			Tax Effect		Net
Equity investment		$	436.1		$	—	$	436.1
Repurchase of common stock			(740.5	)		—		(740.5	)
Redemption of options			(21.0	)		8.4		(12.6	)
Transaction costs(a)			(90.2	)		33.0		(57.2	)
Write-off of amount accrued for officer's put option on existing common stock			6.7			—		6.7
Tax effect of stock option extension(b)			—			9.8		9.8
	Total	$	(408.9	)	$	51.2	$	(357.7	)

(a)

Includes one-time pre-tax charges against net income of approximately $82.6 million related to the following: the write-off of debt issuance costs and bond premium associated with existing debt; payment of premium and consent fees associated with repayment of existing debt; compensation expense for management retention bonuses and cancellation of an executive's contract; and various other transaction fees and expenses. Also included are approximately $7.6 million of charges against additional paid in capital for direct costs associated with the repurchase of existing equity shares or the issuance of new shares in the Recapitalization.



(b)

The extension of the maturity date of options described in Note 1(b) to the unaudited pro forma condensed consolidated balance sheet resulted in a $24.6 million non-cash compensation charge and a decrease in stockholders' deficit for the fair value of compensation expense recognized offset by the same amount as a credit to paid in capital. The tax benefit impact on stockholders' deficit at the statutory tax rate is $9.8 million.

34

SEALY CORPORATION
Unaudited Pro Forma Condensed Consolidated Statement of Operations
(in millions)

		Three Months Ended February 29, 2004
		Historical			Pro Forma Adjustments(1)			Pro Forma
Net sales		$	318.2		$	—		$	318.2
Cost of goods sold			183.6			—			183.6
Gross profit			134.6			—			134.6
	Selling, general and administrative		101.6			—			101.6
	Amortization of intangibles		0.3			—			0.3
	Royalty income, net		(3.4	)		—			(3.4	)
Income from operations			36.1			—			36.1
	Interest expense		16.9			0.1	(2)		17.0
	Other (income) expense, net		(0.4	)		—			(0.4	)
Income before income tax expense			19.6			(0.1	)		19.5
Income tax expense			8.3			(0.1	)(3)		8.2
Net income		$	11.3		$	—		$	11.3

		Year Ended November 30, 2003
		Historical			Pro Forma Adjustments(1)			Pro Forma
Net sales		$	1,189.9		$	—		$	1,189.9
Cost of goods sold			695.1			—			695.1
Gross profit			494.8			—			494.8
	Selling, general and administrative		397.1			1.5	(4)		398.6
	Stock based compensation		1.3			(1.3	)(5)		—
	Impairment charge		1.8			—			1.8
	Amortization of intangibles		1.1			—			1.1
	Royalty income, net		(12.5	)		—			(12.5	)
Income from operations			105.9			(0.2	)		105.7
	Interest expense		68.5			0.6	(2)		69.1
	Other (income) expense, net		0.9			(2.3	)(6)		(1.4	)
Income before income tax expense			36.5			1.5			38.0
Income tax expense			18.2			0.1	(3)		18.3
Net income		$	18.3		$	1.4		$	19.7

See accompanying notes to unaudited pro forma condensed consolidated statement of operations.

35

SEALY CORPORATION

Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations

(in millions)

(1)

The pro forma adjustments exclude non-recurring expenses directly related to the Recapitalization which will be reflected in the consolidated statement of operations for the period including the Recapitalization. Such expenses relate principally to the write-off of deferred financing fees, and a premium on the repurchase of the 9⁷/8% senior subordinated notes, management retention bonuses as described in notes (1), (5), (6) and (8) to the unaudited pro forma condensed consolidated balance sheet and stock compensation expense related to redemption of and extension of management's common stock options.

(2)

The pro forma adjustment to interest expense reflects interest expense and amortization of deferred financing fees related to: (i) $560.0 million of term loan borrowings under the new senior secured credit facilities; (ii) the $100.0 million senior unsecured term loan; and (iii) the $390.0 million of notes; as follows:

		Three Months Ended February 29, 2004			Year Ended November 30, 2003
Interest expense before amortization of deferred financing fees		$	16.0		$	64.9
Amortization of deferred financing fees			1.0			4.2
Historical interest expense			(16.9	)		(68.5	)
	Total	$	0.1		$	0.6

A 0.125% change in the interest rate on total indebtedness would change annual pro forma interest expense by approximately $0.8 million. The estimated weighted average interest rate of our borrowings is approximately 6.7%.

(3)

Reflects the tax effect of adjustments at Sealy's statutory rate of 40% excluding the tax effect of permanent differences of approximately $0.5 million for the year ended November 30, 2003.

(4)

Adjustment reflects the elimination of the recovery associated with the MFI Note of $1.5 million.

(5)

Adjustment reflects the elimination of the stock-based compensation associated with an executive's put agreement. Such put right was cancelled as part of the Recapitalization and would not have been incurred had the transaction been consummated on December 1, 2002.

(6)

Adjustment reflects the following:

		Three Months Ended February 29, 2004		Year Ended November 30, 2003
Elimination of costs associated with debt prepayment		$	—	$	(2.5	)
Elimination of interest income on MFI Note			—		0.2
	Total	$	—	$	(2.3	)

The costs associated with the debt prepayment would not have been incurred had the transaction been consummated on December 1, 2002.

36

SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA

        Set forth below are selected historical consolidated financial and operating data of Sealy Corporation, as predecessor to Sealy Mattress Corporation, at the dates and for the periods indicated. Sealy Mattress Corporation was formed on March 31, 2004 as a wholly-owned subsidiary of Sealy Corporation and, on April 6, 2004, Sealy Corporation contributed the equity of Sealy Mattress Company to Sealy Mattress Corporation. For the purposes of this prospectus, all financial and other information herein relating to periods prior to April 6, 2004, including the selected historical consolidated financial and operating data presented below, is that of Sealy Corporation and its consolidated subsidiaries, as the predecessor accounting entity to Sealy Mattress Corporation. The selected historical consolidated financial and operating and data for the fiscal years ended November 28, 1999, November 26, 2000, December 2, 2001, December 1, 2002 and November 30, 2003 were derived from the audited historical consolidated financial statements of Sealy Corporation. The selected historical consolidated financial and operating data for the three months ended March 2, 2003 and February 29, 2004 were derived from the unaudited historical consolidated financial statements of Sealy Corporation. The audited historical consolidated financial statements of Sealy Corporation for the fiscal years ended December 2, 2001, December 1, 2002 and November 30, 2003 and the unaudited historical consolidated financial statements of Sealy Corporation for the three months ended March 2, 2003 and February 29, 2004 appear elsewhere in this prospectus.

        Please note that the only financial information of the Issuer that is included in this prospectus is presented in note 19 to the audited historical consolidated financial statements and note 15 to the unaudited historical consolidated financial statements. The selected historical consolidated financial and operating data set forth below should be read in conjunction with, and are qualified by reference to, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical consolidated financial statements and accompanying notes thereto included elsewhere in this prospectus.

		Fiscal Year(1)													Three-Month Period Ended
		1999			2000			2001			2002		2003		March 2, 2003			February 29, 2004
		(dollars in millions)
Statement of Operations Data:
	Net sales(2)	$	958.2		$	1,070.1		$	1,154.1		$	1,189.2	$	1,189.9	$	288.3		$	318.2
	Cost of goods sold		544.2			603.9			668.6			679.7		695.1		165.4			183.6
	Selling, general and administrative expenses		307.1			335.0			386.9			410.5		397.1		92.7			101.6
	Income from operations(3)		97.4			123.0			93.9			99.8		105.9		32.2			36.1
	Interest expense, net		66.0			69.0			78.0			72.6		68.5		17.1			16.9
	Other (income) expense, net		(1.0	)		(3.6	)		24.3			3.1		0.9		(0.3	)		(0.4	)
	Minority interest		—			0.2			—			—		—		—			—
Income (loss) before provision for income taxes			32.4			57.4			(8.5	)		24.1		36.5		15.4			19.6
	Provision for income tax expense		16.6			27.2			12.5			7.2		18.2		6.3			8.3
	Income (loss) before extraordinary items		15.8			30.1			(21.0	)		16.9		18.3		9.1			11.3
Cumulative effect of change in accounting principle, net of tax			—			—			(0.2	)		—		—		—			—
	Net income (loss)	$	15.8		$	30.1		$	(20.8	)	$	16.9	$	18.3	$	9.1		$	11.3

37

Balance Sheet Data (at end of period):
	Total assets		$	771.0		$	830.0		$	903.1		$	904.9		$	959.1		$	933.0		$	956.9
	Long-term debt, net of current portion			676.2			651.8			748.3			719.9			699.6			720.5			676.8
	Total debt			690.3			686.2			778.1			753.2			747.3			762.0			747.9
	Stockholders' deficit			(121.4	)		(93.3	)		(132.9	)		(115.7	)		(76.2	)		(101.5	)		(61.8	)
Other Financial Data:
	Depreciation & amortization			25.6			27.1			31.9			22.4			24.9			5.7			6.1
	Capital expenditures			(16.1	)		(24.1	)		(20.1	)		(16.8	)		(13.4	)		(2.3	)		(5.3	)
	Cash flows provided by (used in):
		Operating activities		56.0			70.2			11.3			100.0			87.9			(15.7	)		(18.5	)
		Investing activities		43.0			(43.9	)		(62.9	)		(39.5	)		0.4			(2.3	)		(5.3	)
		Financing activities		(13.4	)		(19.0	)		45.5			(45.1	)		(14.7	)		5.8			0.6
	Ratio of earnings to fixed charges(4)			1.5x			1.8x			—			1.3x			1.5x			1.8x			2.1x

Footnotes to table

(1)

We use a 52-53 week fiscal year ending on the closest Sunday to November 30, but no later than December 2. The fiscal years ended November 30, 2003, December 1, 2002, November 26, 2000, November 28, 1999 and November 29, 1998 were 52-week years and the fiscal year ended December 2, 2001 was a 53-week year.

(2)

Information for periods prior to fiscal 2003 has been restated from previously published reports due to the adoption of EITF 01-09, "Accounting for Consideration Given by a Vendor to a Customer or a Reseller of the Vendor's Product," as of March 4, 2002, reflecting a reclassification of such costs from selling, general and administrative costs to a reduction of net sales. There was no change to reported net income.

(3)

Also includes the following items to the extent applicable for the periods presented: stock based compensation, business closure charge, plant closing and restructuring charges, amortization of intangibles, asset impairment charge and net royalty income.

(4)

For purposes of calculating the ratio of earnings to fixed charges, earnings represent income before income taxes and extraordinary item plus fixed charges. Fixed charges consists of interest expense, net, including amortization of discount and financing costs and the portion of operating rental expense (33%) which management believes is representative of the interest component of rent expense. For the year ended December 2, 2001, earnings were insufficient to cover fixed charges by $8.5 million.

38

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the "Selected Financial Data" and our consolidated financial statements and related notes appearing elsewhere in this prospectus.

Business Overview

        We are the largest bedding manufacturer in the world with sales of approximately $1.2 billion worldwide. We have operations in the United States, Canada, Mexico, Puerto Rico, France, Italy, Brazil and Argentina. Approximately 80% of our sales are from the domestic operations. We manufacture and market a full-line of mattress and box springs under the Sealy, Sealy Posturepedic, Stearns & Foster, Bassett and Reflexion brand names ranging in retail price from under $300 to $5,000 per queen size set. Our customers include furniture stores, national mass merchandisers, specialty sleep shops, department stores, contract customers and other stores. Our top five customers accounted for approximately 18.1% of our net sales for the year ended November 30, 2003 and no single customer accounted for over 10.0% of net sales.

Critical Accounting Policies

        Our analysis and discussion of our financial condition and results of operations are based upon our consolidated financial statements that have been prepared in accordance with generally accepted accounting principles in the United States, or US GAAP. The preparation of financial statements in accordance with US GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent assets and liabilities. US GAAP provides the framework from which to make these estimates, assumptions and disclosures. We choose accounting policies within US GAAP that we believe are appropriate to accurately and fairly report our operating results and financial position in a consistent manner. We regularly assess these policies in light of current and forecasted economic conditions. Our accounting policies are stated in Note 1 to our consolidated financial statements included in this prospectus. We believe the following accounting policies and estimates are critical to understanding the results of operations and affect the more significant judgments and estimates used in the preparation of the consolidated financial statements:

Revenue Recognition—We recognize revenue when realized or realizable and earned, which is when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the sales price is fixed and determinable; and collectibility is reasonably assured. The recognition criteria are generally met when title and risk of loss have transferred from us to the buyer, which is generally upon delivery to the customer sites or as determined by legal requirements in foreign jurisdictions. At the time revenue is recognized, we provide for the estimated costs of warranties and reduce revenue for estimated returns and cash discounts. As a basis for our estimate of future returns, we use historical trend information in conjunction with our policies related to acceptance of returns. At the time revenue is recognized, we also record reductions to revenue for customer incentive programs offered including volume discounts, promotional allowances, slotting fees and supply agreement amortization.

Cooperative Advertising and Rebate Programs—We enter into agreements with our customers to provide funds to the customer for advertising and promotion of our products. We also enter into volume and other rebate programs with our customers whereby funds may be rebated to the customer. When sales are made to these customers, we record liabilities pursuant to these agreements. We regularly assess these liabilities based on actual sales and claims to determine whether all of the cooperative advertising earned will be used by the customer or whether the customers will meet the requirements to receive rebated funds. These agreements are negotiated by us generally on a customer-by-customer basis, and as such, are controllable by us. Some of these agreements extend over

39

several periods and are linked with supply agreements. Costs of these programs totaled $154.2 million in 2003 and were approximately 13.0 percent of net sales.

Allowance for Doubtful Accounts—We actively monitor the financial condition of our customers to determine the potential for any nonpayment of trade receivables. In determining our general reserve for bad debts, we also consider other economic factors, such as consumer confidence and aging trends. We believe that our process of specific review of customers combined with overall analytical review provides an accurate evaluation of ultimate collectibility of trade receivables. Our loss experience was approximately 0.4 percent of sales in 2003.

Warranties—Our warranty policy provides a 10-year non-prorated warranty service period on all currently manufactured Sealy Posturepedic, Stearns & Foster and Bassett bedding products and some other Sealy-branded products. Our policy is to accrue the estimated cost of warranty coverage at the time the sale is recorded based on historical trends of warranty costs. Accrued warranty totaled $9.1 million and $9.5 million as of November 30, 2003 and December 1, 2002, respectively.

Impairment of Goodwill, Patents and Other Intangibles—We perform an annual assessment of our goodwill for impairment as of the beginning of the fiscal fourth quarter. We base our assessment of recoverability on a multiple of earnings before interest, taxes, depreciation and amortization (EBITDA). At least annually, we assess our indefinite-lived goodwill and other intangible assets for impairment when events or circumstances indicate that their carrying value may not be recoverable from future cash flows. We consider the use of the EBITDA multiple to be the most meaningful measurement. The EBITDA multiple selected is based on comparison of other companies in the furnishings and consumer durable industry sectors. These comparable multiples ranged from 5.0 to 9.6. We considered comparable factors in determining which multiple should be utilized. These factors include among others, company size, estimated market share or dominance, recent trends and forecasted results. Utilizing an EBITDA measure of less than 5.5 times would likely result in an indication of impairment requiring a further assessment of potential impairment. Should market factors or our performance result in using a lower multiple or decreased EBITDA multiple such impairment could be material.

Income Taxes—We record an income tax valuation allowance when the realization of certain deferred tax assets, including net operating losses and capital loss carryforwards, is not likely. These deferred tax items represent expenses recognized for financial reporting purposes, which may result in tax deductions in the future. Certain judgments, assumptions and estimates may affect the carrying value of the valuation allowance and income tax expense in the consolidated financial statements.

Stock Options—We periodically make grants of stock options to employees. These options typically are issued with an exercise price equal to the estimated fair market price resulting in no compensation expense for us as provided by Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees". Our Board of Directors determines the fair market value of the stock at the date of grant based on a multiple of EBITDA adjusted for stock-based compensation.

Results of Operations

Quarter Ended February 29, 2004 compared with Quarter Ended March 2, 2003

        Net Sales.    Net sales for the quarter ended February 29, 2004 were $318.2 million, an increase of $29.9 million, or 10.4% from the quarter ended March 2, 2003. Total domestic sales were $254.5 million for the first quarter of 2004 compared to $233.8 million for the first quarter of 2003. The domestic sales increase of $20.7 million was attributable to a 6.8% increase in volume and a 2.0% increase in average unit selling price. The increase in average unit selling price is due primarily to an improved sales mix from our new Unicased™ Posturepedic line, partially offset by lower sales of other higher-end products and increased price roll-backs on existing products in conjunction with the roll-out of the

40

TripLCased™ Stearns & Foster line. Total international sales were $63.7 million in the first quarter of 2004 compared to $54.5 million in the first quarter of 2003. Increases of $9.2 million, or 16.9%, were primarily attributable to favorable currency fluctuations in Canada and Europe and volume gains in Canadian and Latin American markets, partially offset by weakness in the European market.

        Cost of Goods Sold.    Cost of goods sold for the quarter, as a percentage of net sales, increased 0.3 percentage points to 57.7%. Cost of goods sold for the domestic business increased 0.2 percentage points to 56.4%. This increase is primarily due to a 0.5 percentage point increase due to the effect of price roll-backs on net sales, partially offset by lower material and labor costs as a percentage of net sales. Cost of goods sold for the international business increased 0.3 percentage points to 62.8%. This increase is primarily due to labor increases in the European and Canadian businesses, partially offset by lower material costs in the European business.

        Selling, General, Administrative.    Selling, general, and administrative expense as a percentage of sales was 31.9% and 32.1% for the quarters ended February 29, 2004 and March 2, 2003, respectively. Selling, general and administrative expenses increased $9.0 million to $101.6 million compared to $92.7 million in 2003. Advertising expenses increased $5.5 million over 2003 due to increased cooperative advertising expenses as business activity has risen and increased promotion expenses associated with the launch of the Company's new TripLCased^tm design for its Stearns & Foster line. Also, delivery costs were up $1.8 million due to increased business activity and increased fuel costs, and corporate overhead expenses increased $1.1 million over the first quarter of 2003, primarily attributable to filling newly created or previously vacant staff positions as well as other miscellaneous cost increases associated with increased business activity.

        Royalty income, net of royalty expense.    Royalty income for the three months ended February 29, 2004 increased $0.7 million over the three months ended March 2, 2003. The increase over 2003 is due primarily to increased domestic royalty revenue, while our international royalty revenue remained flat versus 2003.

        Interest Expense.    Interest expense decreased $0.1 million primarily due to lower debt levels, partially offset by higher effective interest rates. Over the last twelve months ended February 29, 2004, we decreased our outstanding debt by approximately $14.1 million. The higher rate is primarily due to our issuing an additional $50.0 million of 9.875% senior subordinated notes, due in December, 2007 ("public debt"). The proceeds were used to prepay all quarterly principal payments on our Senior AXELs Credit Facility ("bank debt") through March, 2004. The exchange of bank debt for public debt increased our interest expense by approximately $0.8 million for the quarter ended February 29, 2004 over the quarter ended March 2, 2003.

        Income Tax.    Our effective income tax rates in 2004 and 2003 differ from the Federal statutory rate principally because of the effect of certain foreign tax rate differentials and state and local income taxes. Our effective tax rate for the quarter ended February 29, 2004 is approximately 42.4% compared to 41.1% for quarter ended March 2, 2003.

New Sealy Product Launch

        We annually invest significantly in research and development to improve our product offerings. In June 2003, we launched an entirely new line of mattresses and box springs for our Sealy Posturepedic brand. All Sealy Posturepedic brand mattresses are now manufactured with "Unicased^tm Construction" utilizing new proprietary processes and materials incorporated into a single-sided design. In 2004, we began incorporating this new design into all of our Stearns & Foster branded products. We estimate we incurred incremental promotional costs of approximately $2.5 million, primarily related to roll-back pricing of two-sided product to be discontinued, during the first quarter of 2004 compared to normal levels for a typical quarter.

41

        Total close-out and promotional costs for the first half of 2004, including those associated with the Stearns & Foster product transition, are expected to be slightly above pre-2003 levels for the comparable period. We are dependent upon a single supplier for certain key structural components of our new Unicased™ design. Such components are purchased under a four-year supply agreement, and are manufactured in accordance with a proprietary process of the supplier. Under the terms of the supply agreement, we are required to make minimum purchases of the components totaling $70 million through 2006. We believe that our supply requirements will exceed the minimum purchase commitments over the life of the agreement.

Subsequent Events

Merger and Recapitalization

        On April 6, 2004, Sealy Corporation completed a merger with affiliates of KKR whereby KKR acquired approximately 92% of its capital stock. Certain of Sealy Corporation's stockholders, including affiliates of Bain Capital, LLC and others, retained approximately an 8% interest in its stock. In connection with the merger, we recapitalized substantially all of our outstanding debt. All outstanding amounts under our pre-existing senior credit agreement were repaid. In addition, we closed tender offers with respect to the outstanding $300 million aggregate principal amount of our 9⁷/8% senior subordinated notes and the outstanding $128 million aggregate principal amount of our 10⁷/8 senior subordinated discount notes for cash in amounts equal to 103.542% and 103.875% of the principal amounts, respectively. Approximately 91% and 99% of the 9⁷/8% senior subordinated notes and 10⁷/8% senior subordinated discount notes were tendered, respectively, and the remaining amount was called and paid by us as of May 6, 2004 for approximately $31.2 million including approximately $1.1 million of accrued interest and prepayment premiums of approximately $1.0 million. We also repaid the $50 million outstanding balance of our existing junior subordinated notes.

        We entered into new senior secured credit facilities consisting of a $125 million senior secured revolving credit facility with a six-year maturity and a $560 million senior secured term loan facility with an eight-year maturity. Annual maturities will be 1% of the original principal amount for the first seven years, with the balance of the facility to be repaid at final maturity. We will also be required to prepay the term loans to the extent of 50% of excess cash flow (as defined in the credit agreement). The senior secured credit facilities bear interest at a floating rate. We also borrowed $100 million under a senior unsecured term loan. This loan will be due in nine years and bears interest at a floating rate. There are required prepayment provisions in the event of a change in control or to the extent of certain excess proceeds from any asset sales. We also issued $390 million aggregate principal amount of notes, which bear interest at 8.25% payable semi-annually on June 15 and December 15. We incurred approximately $36.0 million of costs associated with establishing the new senior secured credit facilities and the senior unsecured term loan and the issuance of the notes. Such costs will be amortized as interest expense over the term of the respective debt. As a result of the new capital structure, our pro forma estimated annual interest cost is $69.1 million (including $4.2 million of amortization of deferred debt costs) as compared with historical interest cost of $68.5 million for the most recent fiscal year ended November 30, 2003, and pro forma quarterly interest cost is estimated to be $17.0 million as compared with historical interest expense of $16.9 million for the three months ended February 29, 2004.

        All stock options outstanding immediately prior to the merger, whether or not vested, to purchase Sealy Corporation common stock, other than the Rollover Options, were cancelled and converted into a right to receive cash consideration upon the completion of the merger. Accordingly, we paid approximately $21.0 million to settle the options which were not rolled over which will result in a charge to compensation expense in the statement of operations for the second quarter of 2004. The Rollover Options, which had intrinsic value of approximately $24.6 million upon the completion of the merger, will have an expiration date which is extended beyond that of the previously existing options,

42

resulting in a new measurement date and also requiring a non-cash charge to compensation expense in the statement of operations for the second quarter of 2004.

        We incurred approximately $77.8 million of other cash costs primarily associated with debt breakage costs, merger advisory fees, management retention bonuses and other costs. We also incurred other non-cash charges of approximately $11.8 million primarily related to the write-off of previous debt issuance costs.

        Concurrent with the Recapitalization, an intermediate holding company, Sealy Mattress Corporation, was formed and received as contributed capital all of Sealy Corporation's 100% interest in Sealy Mattress Company.

Plant Closing

        On March 10, 2004 we announced our decision to close our manufacturing facility at Randolph, Massachusetts by May 1, 2004. Accordingly, we expect to incur restructuring charges of approximately $0.6 million during the second fiscal quarter of 2004, primarily associated with severance and retention costs. We will also incur additional period costs in the second quarter as the business is shifted to the new Albany facility.

Fiscal 2003 Compared with Fiscal 2002

        Net Sales.    Net sales for the year ended November 30, 2003, were $1,189.9 million, an increase of $0.7 million from the year ended December 1, 2002. Total domestic sales were $950.7 million for fiscal 2003 compared to $972.4 million for fiscal 2002. The domestic sales decline of $21.7 million was attributable to a 3.7% decrease in volume partially offset by a 1.6% increase in average unit selling price. This unit volume decrease was primarily due to lower sales to current and prior affiliates as they transitioned from single vendor to multi vendor supply relationships. Additionally, 2003 sales were negatively impacted by slower economic activity during the first half of the fiscal year. Improving economic conditions during the second half of 2003 contributed to a 2.0% increase in sales volume over the corresponding period in 2002. Excluding the effects of lower sales from current and former affiliates, sales volume increased 6.0% over the second half of the year. The increase in average unit selling price is due primarily to an improved sales mix from both our existing core Posturepedic line and the new UniCased™ Posturepedic line, partially offset by lower sales of other higher-end products and increased price roll-backs on existing products in conjunction with the roll-out of the UniCased™ Posturepedic line. For the year ended November 30, 2003, sales to affiliates included sales to one affiliate for the entire period and sales to a prior affiliate for approximately four and a half months, while sales to affiliates for the year ended December 1, 2002 included sales to three affiliates. Total international sales were $239.1 million in fiscal 2003 compared to $216.8 for fiscal 2002. Increases of $22.3 million, or 10.3%, were primarily attributable to favorable currency fluctuations in Canada and Europe and volume gains in Argentina and Brazil, partially offset by continued weakness in the Mexican market.

        Cost of Goods Sold.    Cost of goods sold for the year ended November 30, 2003, as a percentage of net sales, increased 1.2 percentage points to 58.4%. Cost of goods sold for the domestic business, as a percentage of net sales, increased 1.3 percentage points to 57.2%. This increase is primarily due to lower absorption of fixed costs due to lower unit sales, higher variable costs associated with health insurance costs, higher costs associated with product returns, a lower mix of higher-end products that typically carry a higher margin than other products, costs associated with the shutdown of the Taylor facility in December 2002, manufacturing costs and roll-back pricing related to the roll out of our new UniCased™ design for our Posturepedic bedding line. Cost of goods sold for the international business, as a percentage of net sales, increased 0.4 percentage points to 63.3%. This increase is primarily due to labor increases in the European business partially offset by lower material costs in the Canadian business, due primarily to the weakening US dollar to the Canadian dollar as our Canadian business purchases a large percentage of its raw materials payable in US dollars.

43

        Selling, General, and Administrative.    Selling, general, and administrative expenses decreased $13.4 million to $397.1 million, or 33.4% of net sales, compared to $410.5 million or 34.5% of net sales. This decrease is primarily attributable to a $26.2 million decrease in bad debt expense. During 2002 we recorded a charge of $22.6 million for bad debt expense associated with affiliated customers (as discussed fully in Note 18 to our consolidated financial statements included in this prospectus). Also, during 2002 we recorded a charge of $6.1 million for bad debts as a result of difficulties in an accounts receivable system conversion. See "—Liquidity and Capital Resources". The difficulties negatively impacted our collections during 2002 and through the second quarter of 2003. Accordingly, during the second quarter of 2003 we reassessed the progress of our collection efforts and determined that it was necessary to record an increase of $2.0 million in our reserve for bad debts. Since then we have made significant progress in resolving our accounts receivable processing issues and our accounts receivable statistics have improved significantly as of November 30, 2003. No additional charges were necessary during the second half of the year. The decrease in bad debt expense was partially offset by increased employment costs of $10.3 million. Salaries increased $8.5 million, of which $2.4 million was due to normal merit and cost of living increases, with the remaining $6.1 million attributable to increased head count. Fringe benefits increased $1.8 million over 2002, attributable mainly to increased headcount. The remaining increase of $2.5 million is primarily associated with increased promotional and advertising costs, including those incurred to support our roll out of the new UniCased™ Posturepedic line.

        Stock Based Compensation.    We have an obligation to repurchase certain of our securities held by an officer at the estimated fair market value subject to a maximum and minimum share value stated in the officer's agreement. As of November 30, 2003, the maximum share value had been reached. Accordingly, we have no additional exposure to future stock based compensation expense resulting from this agreement. Should the fair value of the stock fall back below the capped amount, we would record income associated with revaluation, limited to the floor value in the agreement. We recorded a $1.3 million expense for the year ended November 30, 2003, compared to a $0.8 million expense for the year ended December 1, 2002, to revalue this obligation to reflect increases in the fair market value of the securities.

        Restructuring Charge.    Due to continued weak performance and the fact that it is not our strategy to own or control retail operations, we committed to a plan in the fourth quarter of 2003 to dispose of our wholly-owned retail subsidiary by sale or liquidation in early 2004. Accordingly, we recognized a non-cash impairment charge of $1.8 million during the fourth quarter, which included the $1.6 million write-off of goodwill on the books of the subsidiary plus impairment charges for leasehold improvements likely to be abandoned. Following the disposal of this subsidiary, we will no longer have a direct interest in any domestic mattress retailer.

        Interest Expense.    Interest expense decreased $4.0 million primarily due to lower effective interest rates. This lower rate is primarily due to the favorable impact from the interest rate swaps as the interest rate on the majority of our bank debt floated during a time of declining interest rates. In 2000, we entered into an interest rate swap agreement that effectively converted $236 million of our floating-rate debt to a fixed-rate basis through December 2006. In the second quarter of 2002, we entered into another interest rate swap agreement that has the effect of reestablishing as floating rate debt the debt previously converted to fixed rate debt through December 2006. While the $236 million of our bank debt was fixed at approximately 6% for the first half of 2002, the entire balance was at a floating rate for all of 2003 during a time of declining interest rates. This had the effect of reducing the weighted average cost of our bank debt from 5.6% in 2002 to 3.7% in 2003. In May 2003, we issued an additional $50.0 million of 9⁷/8% senior subordinated notes, due in December, 2007 ("public debt"). The proceeds were used to prepay all quarterly principal payments on our senior AXELs credit facility ("bank debt") through March, 2004. The exchange of bank debt for public debt increased our interest expense by approximately $1.8 million for 2003.

44

        Income Tax.    Our effective income tax rates in 2003 and 2002 differ from the Federal statutory rate principally because of the effect of certain foreign tax rate differentials and state and local income taxes. In addition, no tax benefit was recorded in 2001 on the $26.3 million impairment charge recognized due to the uncertainty at that time concerning the recoverability of such loss. In 2002, we reduced a portion of the loss for tax purposes as Mattress Holdings International LLC ("MHI"), a company controlled by our largest stockholder, Bain Capital LLC, sold its equity interest in Malachi Mattress America, Inc. Our effective tax rate for the year ended November 30, 2003 is approximately 49.9% compared to 29.9% in 2002.

New Product Launch

        We incurred increased costs of approximately $11.3 million during the second half of 2003 associated with labor inefficiencies due to manufacturing and design changes and increased promotional spending associated with the roll-out of the new UniCased™ product. While we do not expect such labor inefficiencies to continue into 2004, additional close-out pricing and promotional costs are expected to be incurred as customers transition to the new Stearns & Foster lines. Total close out and promotional costs for 2004, including those associated with the Stearns & Foster transition, are expected to be slightly above pre-2003 levels.

Fiscal 2002 Compared with Fiscal 2001

        Net Sales.    Net sales for the year ended December 1, 2002, were $1,189.2 million, an increase of $35.1 million, or 3.0% from the year ended December 2, 2001. Fiscal 2001 represented a 53-week year compared to a 52-week year for fiscal 2002. Excluding the effects of the 53rd week, sales increased $59.6 million or 5.3% over 2001. Total domestic sales were $972.4 million for fiscal 2002 compared to $966.4 million for fiscal 2001. The domestic growth included a 1.2% increase in average unit selling price and a 0.6% decrease in volume. Total international sales were $216.8 million in fiscal 2002 compared to $187.7 million for fiscal 2001. Growth of $23.7 million in the international operations was primarily attributable to the acquisition of Sapsa Bedding S.A. in Europe in the second quarter of 2001. As a result of the deteriorating economic conditions in Argentina and the resulting Peso devaluation, sales for the Argentine business decreased $11.8 million. Other existing international operations experienced sales growth of $17.2 million.

        Cost of Goods Sold.    Cost of goods sold for the year, as a percentage of net sales, decreased 0.7 percentage points to 57.2%. Cost of goods sold for the domestic business decreased 0.8 percentage points to 55.9%. This decrease is primarily the result of increased sales of higher end beds and lower material costs, partially offset by increased variable costs and increased customer rebates and other promotional allowances. Cost of goods sold for the international business decreased 1.6 percentage points to 62.9%. This decrease is primarily related to purchase accounting adjustments associated with the Sapsa acquisition in 2001 and increased margins in the Canadian business, partially offset by increased material costs in the Mexican business.

        Selling, General, and Administrative.    Selling, general, and administrative expense increased $23.6 million to $410.5 million, or 34.5% of net sales in 2002, compared to $386.9 million, or 33.5% of net sales in 2001. This increase is primarily due to higher bad debt expenses of $12.7 million primarily associated with affiliated customers (as discussed more fully in Note 18 to our consolidated financial statements included in this prospectus) and increased provisions as a result of accounts receivable conversion difficulties. See "—Liquidity and Capital Resources". Additionally, the increase is attributable to increased compensation expenses of $11.5 million primarily related to increased incentive compensation costs and higher profit sharing plan costs. We also incurred increased costs due to the inclusion of Sapsa Bedding S.A. for a full year in 2002. Additionally, we incurred $2.0 million of costs associated with the acquisition of Malachi Mattress America. These increased costs were partially offset by a $5.7 million decrease in national advertising as we shifted more focus to effective

45

cooperative advertising with individual customers. We also incurred decreased promotional expenses as a result of increased costs in 2001 due to the Sealy Posturepedic and Stearns & Foster product introduction costs and new store rollout costs associated with Sears increasing its participation in the bedding category.

        Stock Based Compensation.    We have an obligation to repurchase certain of our securities held by an officer at the greater of fair market value or original cost. We recorded $0.8 million of expense for the year ended December 1, 2002, compared to a $(2.7) million reduction of expense for the year ended December 2, 2001, to revalue this obligation to reflect the change in the fair market value of the securities.

        Business Closure Charge.    During the first quarter of 2002, we took control of a retail mattress company in which we had previously made investments in the form of a supply agreement and additional equity. This investment provided us an opportunity to determine whether the entity would be a viable distribution source for our products. It is not our strategy to own or control retail operations. Based on our assessment, evaluation and consideration of our alternative business strategies, we determined that the acquired entity did not represent a valid business strategy and we ceased its operations in May 2002. We recorded a non-cash charge of $5.8 million associated with this shut-down of the business representing a write-off of previously recorded goodwill of $5.3 million and a write-down of other assets to their estimated liquidation value.

        Plant Closings and Restructuring Charges.    During 2002, we shutdown our Lake Wales and Taylor facilities. We recorded a $2.5 million charge associated with the Lake Wales shutdown to writedown the land, building and equipment to its estimated fair market value and a $0.3 million charge associated with the Taylor shutdown largely for severance. During 2001, we shutdown our Memphis facility and recorded a $0.5 million charge primarily for severance. Additionally in fiscal 2001, we recorded a $0.7 million charge for severance due to a management reorganization.

        Amortization Expense.    Amortization expense was $1.1 million and $13.5 million for the years ended December 1, 2002 and December 2, 2001, respectively. The decrease of $12.4 million is due to the adoption of FAS 142 during the first quarter 2002, as we no longer record amortization expense for indefinite lived goodwill.

        Interest Expense.    Interest expense decreased $5.5 million primarily due to lower effective interest rates partially offset by increased average debt levels. In 2000, we entered into an interest rate swap agreement that effectively converted $236 million of our floating-rate debt to a fixed-rate basis through December 2006. In the second quarter of 2002, we entered into another interest rate swap agreement that has the effect of reestablishing as floating rate debt the $236 million of debt previously converted to fixed rate debt through December 2006. We are required under our credit agreements to hedge at least 50% of our floating rate term debt.

        Other (Income) Expense, net.    We previously contributed cash and other assets to MHI in exchange for a non-voting interest. MHI was formed to invest in domestic and international loans, advances and investments in joint ventures, licensees and retailers. The equity ownership of MHI was transferred to us in November 2002. MHI acquired a minority interest in Malachi Mattress America, Inc. ("Malachi"), a domestic mattress retailer, and, indirectly through a Bain-controlled holding company, acquired a minority interest in Mattress Holdings Corporation ("MHC") in 1999. MHC, controlled by Bain Capital, is a holding company which owns substantially all of the common stock of Mattress Discounters Corporation, a domestic mattress retailer, and the common stock of an international mattress retailer. The Malachi investment was accounted for by MHI under the equity method. Accordingly, we recorded equity in the (losses) earnings of Malachi of $(5.6) million and $(4.0) million for the years ended December 1, 2002 and December 2, 2001. The MHC investment was accounted for by MHI under the cost method. Various operating factors combined with weak economic

46

conditions during 2001, resulted in a review by our management of the equity values related to these affiliates. We determined that the decline in the value of such investments was other than temporary and, as a consequence, recognized a non-cash impairment charge of $26.3 million to write-down the investments to their estimated fair values as of the end of the third quarter of 2001.

        In May 2001, we and one of our licensees terminated our existing contract that allowed the licensee to manufacture and sell certain products under the Sealy brand name and entered into a new agreement for the sale of certain other Sealy branded products. In conjunction with the termination of the license agreement, Sealy received a $4.6 million termination fee that is recorded as other income.

        Additionally, Other (income) expense, net includes interest income of $2.2 million and $1.9 million for the years ended December 1, 2002 and December 2, 2001.

        Other (income) expense, net also includes $(0.3) million and $(0.5) million for minority interest associated with the Argentina operations in 2002 and 2001, respectively. During the second quarter of 2002, we acquired the remaining 30% interest of the Argentina operations and will no longer record minority interest.

        Income Tax.    Our effective income tax rates in 2002 and 2001 differ from the Federal statutory rate principally because of the effect of certain foreign tax rate differentials, state and local income taxes and the application of purchase accounting in 2001. In addition, no tax benefit was recorded in 2001 on the $26.3 million impairment charge recognized due to the uncertainty at that time concerning the recoverability of such loss. In 2002, we reduced a portion of the loss for tax purposes as MHI sold its equity interest in Malachi Mattress America, Inc. We also recorded a $4.4 million asset impairment charge in 2001 that will not be deductible for tax purposes. Our effective tax rate for 2002 is approximately 29.9% compared to approximately (176.6)% in 2001. Excluding the effects of these items, our effective tax rate for 2002 and 2001 was approximately 47.8% and 56.2%, respectively. This lower effective tax rate for 2002 compared to 2001 is primarily due to the fact that we no longer amortize goodwill which was previously a non-deductible item for tax purposes.

Liquidity and Capital Resources

Pro Forma

        We intend to fund our ongoing operations following the Recapitalization through cash generated by operations and availability under our new senior secured credit facilities. As part of the Recapitalization, we have incurred substantial debt, including under our new senior secured credit facilities, the senior unsecured term loan and the notes, with interest payments on this indebtedness substantially increasing our liquidity requirements. See "Risk Factors—Risks Related to the Notes."

        Our new senior secured credit facilities comprise a $560 million term loan facility due in 2012 and a $125 million revolving credit facility due in 2010 (with approximately $16.8 million to be used to support standby letters of credit). We expect we will be permitted to incur up to an additional $100.0 million of senior secured debt at the option of participating lenders, so long as no default or event of default under the new senior secured credit facilities has occurred or would occur after giving effect to such incurrence and certain other conditions are satisfied.

        Borrowings under our new senior secured credit facilities will bear interest at our choice of the Eurodollar rate or adjusted base rate ("ABR"), in each case, plus an applicable margin, subject to adjustment based on a pricing grid. In addition, the term loan facility provides for quarterly principal payments of approximately $1.4 million, beginning six months from the closing of the facility with a two-quarter payment, with the balance of the facility to be repaid at maturity in 2012.

        The senior unsecured term loan is for $100.0 million, will mature in 2013 and will bear interest at our choice of the Eurodollar rate or adjusted base rate, plus an applicable margin, subject to

47

adjustment based on a pricing grid. All principal amounts outstanding under the senior unsecured term loan are to be repaid at maturity.

        Our new senior secured credit facilities require us to meet a minimum interest coverage ratio, a maximum leverage ratio and a maximum capital expenditures limitation. In addition, the new senior secured credit facilities and the senior unsecured term loan contain certain restrictive covenants which will, among other things, limit the incurrence of additional indebtedness, investments, dividends, transactions with affiliates, asset sales, acquisitions, mergers and consolidations, prepayments of other indebtedness, liens and encumbrances and other matters customarily restricted in such agreements. It will also contain certain customary events of defaults, subject to grace periods, as appropriate.

        Future principal debt payments are expected to be paid out of cash flows from operations, borrowings on our new revolving credit facility, and future refinancing of our debt.

        We expect to spend an aggregate of approximately $25 million for capital expenditures in fiscal 2004. We believe that annual capital expenditure limitations in our new senior secured credit facilities will not significantly inhibit us from meeting our ongoing capital expenditure needs.

        Our ability to make scheduled payments of principal, or to pay the interest or special interest, if any, on, or to refinance our indebtedness, or to fund planned capital expenditures will depend on our future performance, which, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control. Based upon the current level of operations and certain anticipated improvements, we believe that cash flow from operations and available cash, together with borrowings available under our new senior secured credit facilities, will be adequate to meet our future liquidity needs throughout 2004. There can be no assurance that we will generate sufficient cash flow from operations, that anticipated revenue growth and operating improvements will be realized or that future borrowings will be available under the new senior secured credit facilities in an amount sufficient to enable us to service our indebtedness, including the notes, or to fund other liquidity needs. In addition, there can be no assurance that we will be able to effect any future refinancing of our debt on commercially reasonable terms or at all.

        Our long-term obligations contain various financial tests and covenants. We were in compliance with our covenants associated with the previous debt agreements as of the quarter ended February 29, 2004. The new senior secured credit facilities also contain various financial tests and covenants. The most restrictive covenants relate to ratios of Adjusted EBITDA to interest coverage and total debt to Adjusted EBITDA (all as defined in the agreements). The specific ratio requirements can be found in the credit agreements filed as an exhibit to the registration statement of which this prospectus is a part. We expect to meet such covenants as they relate to the senior secured credit facilities in 2004.

        In such agreements, EBITDA is defined as net income plus interest, taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA further adjusted to exclude unusual items and other adjustments permitted in calculating covenant compliance as discussed above. EBITDA and Adjusted EBITDA are not recognized terms under GAAP and do not purport to be alternatives to net income as a measure of operating performance or to cash flows from operating activities as a measure of liquidity. Additionally, EBITDA and Adjusted EBITDA are not intended to be measures of free cash flow for management's discretionary use, as they do not consider certain cash requirements such as interest payments, tax payments and debt service requirements. Because not all companies use identical calculations, these presentations of EBITDA and Adjusted EBITDA may not be comparable

48

to other similarly titled measures of other companies. The following table sets forth a reconciliation of EBITDA to net income and Adjusted EBITDA to EBITDA for the periods indicated.

	Fiscal Year							Three-Month Period Ended
	2001			2002		2003		March 2, 2003		February 29, 2004
	(dollars in millions)
EBITDA:
Income (loss) before cumulative effect of change in accounting principle	$	(21.0	)	$	16.9	$	18.3	$	9.1	$	11.3
Interest expense		78.0			72.6		68.5		17.1		16.9
Depreciation		18.4			21.4		23.8		5.4		5.8
Amortization		13.5			1.1		1.1		0.3		0.3
Income taxes		12.5			7.2		18.2		6.3		8.3
EBITDA	$	101.4		$	119.2	$	129.9	$	38.2	$	42.6

		Fiscal Year									Three-Month Period Ended
		2001			2002			2003			March 2, 2003			February 29, 2004
		(dollars in millions)
Adjusted EBITDA:
EBITDA		$	101.4		$	119.2		$	129.9		$	38.2		$	42.6
	New product introduction costs(a)		—			—			9.8			(1.7	)		3.1
	Management fees and consulting expenses(b)		2.0			5.2			3.9			1.2			0.5
	Change in reserve estimates(c)		—			—			3.6			—			—
	Facilities rationalization(d)		3.7			3.7			3.0			1.0			0.3
	Write-off related to affiliates(e)		36.3			36.0			2.6			0.2			0.1
	Stock based compensation(f)		(2.7	)		0.9			1.3			0.5			—
	A/R Process improvement costs(g)		—			—			2.2			—			—
	Unusual relocation costs(h)		—			0.2			1.0			0.4			—
	Deferred debt write-off(i)		—			—			2.5			—			—
	Other(j)		6.7			(1.0	)		(1.2	)		0.5			(0.5	)
			46.0			45.0			25.9			1.8			3.5
Adjusted EBITDA		$	147.4		$	164.2		$	158.6		$	40.3		$	46.1

(a)

For fiscal 2003, consists of one-time costs related to the launch of the new UniCased™ product including: (i) $5.4 million associated with price reduction programs related to close-outs of two-sided products (incremental compared to fiscal 2000-2002 average levels), (ii) $2.1 million related to an increase in unit labor costs due to labor inefficiencies surrounding the UniCased™ transition (incremental compared to fiscal 2002 levels), (iii) $0.6 million write-off of obsolete raw material inventory, (iv) $0.8 million one-time cost paid to a supplier to expedite materials for roll-out, (v) $0.7 million incremental new product promotion expense (incremental compared to fiscal 2002 levels) and (vi) $0.2 million write-off of R&D equipment (see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Results of Operations—Fiscal 2003 Compared with Fiscal 2002—New Product Launch"). For the three-month period ended March 2, 2003, consists of incremental gains of (i) $1.6 million associated with price reduction programs related to close-outs of two-sided products and (ii) $0.1 million of incremental new product promotion costs. For the three-month period ended February 29, 2004, consists of

49

incremental charges of (i) $2.5 million associated with price reduction programs related to close-outs of two-sided products, (ii) $0.4 million for the write-off of equipment and component inventory and (iii) $0.2 million for bedding samples.

(b)

For fiscal 2001, consists of $2.0 million of fees paid to Bain Capital Management pursuant to a management agreement (see Note 18, "Related Party Transactions," to our audited financial statements included elsewhere in this prospectus). For fiscal 2002, consists of (i) $2.0 million of fees paid to Bain Capital Management pursuant to a management agreement and (ii) other consulting fees incurred totaling $3.2 million. For fiscal 2003, consists of (i) $2 million fees paid to Bain Capital Management pursuant to a management agreement and (ii) $1.9 million paid to Bain Consulting for strategy consulting services. For the three-month period ended March 2, 2003, consists of (i) $0.5 million of fees paid to Bain Capital Management pursuant to a management agreement and (ii) other consulting fees incurred of $0.7 million. For the three-month period ended February 29, 2004, consists of $0.5 million of fees paid to Bain Capital Management pursuant to a management agreement.

(c)

For fiscal 2003, consists of (i) a $1.3 million non-cash charge resulting from a change in estimate associated with workers compensation reserve and (ii) a $2.3 million charge related to a refinement in the estimation process for unused employee vacation.

(d)

For fiscal 2001, consists of (i) $3.5 million of plant closure expenses for the Memphis facility and other severance and (ii) $0.2 million of environmental and pension costs associated with facility closings. For fiscal 2002, consists of (i) severance totaling $0.9 million, (ii) post closing costs totaling $0.4 million and (iii) write-down of facilities totaling $2.4 million. For fiscal 2003, consists of (i) $1.7 million of plant closure expenses for the Lake Wales, Taylor and Memphis facilities (see Note 17, "Plant/Business Closings and Restructuring Charges," to our audited financial statements included elsewhere in this prospectus), (ii) a $0.3 million non-cash write-down related to our Albany facility and (iii) $1.0 million of environmental, pension costs and other on-going expenses associated with previous facilities closings. For the three-month period ended March 2, 2003, consists of $1 million for period costs associated with closed plants. For the three-month period ended February 29, 2004, consists of $0.3 million for period costs associated with closed plants.

(e)

For fiscal 2001, consists of (i) a $26.3 million non-cash impairment charge to write-down the investments in Malachi Mattress America, Inc and Mattress Discounters Corporation to net realizable value (see Note 18, "Related Party Transactions," to our audited financial statements included elsewhere in this prospectus), (ii) $6 million non-cash charge related to accounts receivable, and (iii) $4 million from loss related to Malachi Mattress America, Inc prior to sale. For fiscal 2002, consists of (i) $22.6 million for bad debt charges associated with affiliates, (ii) $5.6 million equity loss from Malachi Mattress America, Inc. prior to sale, (iii) $2.0 million of costs associated with the sale of Malachi Mattress America, Inc. and (iv) $5.8 million business closure charge associated with American Mattress Centers. For fiscal 2003, consists of (i) a $1.8 million non-cash write-down of Western Mattress assets to net realizable value (see Note 17, "Plant/Business Closings and Restructuring Charges," to our audited financial statements included elsewhere in this prospectus) and (ii) a $0.8 million operating loss from Western Mattress. For the three-month period ended March 2, 2003, consists of a $0.2 million loss from Western Mattress. For the three-month period ended February 29, 2004, consists of a $0.1 operating loss from Western Mattress.

(f)

Consists of $2.7 million of income in fiscal 2001, $0.9 million expense in fiscal 2002, $1.3 million expense in fiscal 2003, and $0.5 million expense in the three-month period ended March 2, 2003 due to a change in the fair market value of securities of Sealy Corporation subject to a put option by an officer (see Note 9, "Stock Option and Restricted Stock Plans," of our audited financial statements included elsewhere in this prospectus).

50

(g)

For fiscal 2003, consists of $2.2 million of expenses related to accounts receivable process improvement relating to external consultants costs and one-time internal costs such as travel and special bonuses.

(h)

Consists of a $0.2 million expense in 2002, a $1.0 million expense in fiscal 2003 and a $0.4 million expense in the three-month period ended March 2, 2003, representing management's estimate of the incremental amount of senior management relocation expenses considered to be non-recurring.

(i)

For fiscal 2003, consists of a $2.0 million write-off of previously deferred derivative losses and $0.5 million of deferred debt costs associated with early extinguishment of debt (see Note 8, "Other (Income)/Expense, Net," to our audited financial statements included elsewhere in this prospectus).

(j)

For fiscal 2001, consists of other one time charges of $6.7 million including (i) a $4.2 million non-cash charge for the write-off of accounts receivable associated with Homelife, (ii) a $4.4 million non-cash charge to write-off the remaining unamortized goodwill associated with our investment in Rozen S.R.L. and (iii) offset by interest income of $1.9 million (see Note 8, "Other (Income)/Expense, Net," of our audited financial statements included elsewhere in this prospectus). For fiscal 2002, consists of (i) $0.7 million in preference claim reserves in connection with bankruptcy proceedings of certain customers, (ii) $0.5 million in severance payments to former employees and (iii) offset by interest income of $2.2 million. For fiscal 2003, consists of, (i) a $0.2 million consulting fee incurred in connection with the establishment of a financing subsidiary, (ii) $0.5 million in preference claim payments in connection with bankruptcy proceedings of certain customers, (iii) $0.7 million in severance payments to former employees, (iv) $0.7 million related to the cancellation of a management consulting contract, (v) offset by an increase of $1.5 million in the fair value of the MFI Note, (vi) offset by a gain on settlement of $0.2 million on the Mattress Discounters note, and (vii) offset by interest income of $1.6 million. For the three-month period ended March 2, 2003, consists of (i) $0.6 million in preference claim payments in connection with bankruptcy proceedings of certain customers, (ii) $0.2 million related to the cancellation of a management consulting contract and (iii) offset by interest income of $0.3 million. For the three-month period ended February 29, 2004, consists of (i) $0.2 million related to the cancellation of a management consulting contract, (ii) offset by an increase of $0.3 million in the fair value of the MFI Note and (iii) offset by interest income of $0.4 million.

        The following table sets forth our contractual obligations as of November 30, 2003 on a pro forma basis (dollars in thousands).

Contractual Obligations		2004		2005		2006		2007		2008		After 2008		Total Obligations
Long-Term Debt		$	11,324	$	6,758	$	5,860	$	5,767	$	5,600	$	1,037,000	$	1,072,309
Operating Leases			9,848		9,123		7,994		6,675		4,910		18,822		57,372
Component Purchase Commitment			15,751		20,000		20,000		—		—		—		55,751
	Total	$	36,923	$	35,881	$	33,854	$	12,442	$	10,510	$	1,055,822	$	1,185,432
Other Commercial Commitments		2004		2005		2006		2007		2008		After 2008		Total Obligations
Standby Letters of Credit		$	16,756		—		—		—		—		—	$	16,756

Historical

        Our principal sources of funds have been cash flows from operations and borrowings under our existing revolving credit facility. Our principal use of funds consisted of payments of principal and interest on our existing senior credit agreements, capital expenditures and interest payments on our

51

outstanding debt securities. Capital expenditures totaled $5.3 million for the three months ended February 29, 2004 and $13.4 million for the year ended November 30, 2003. We expect 2004 capital expenditures to be approximately $25.0 million. Management believes that annual capital expenditure limitations in our current debt agreements will not significantly inhibit us from meeting our ongoing capital needs. At February 29, 2004, we had approximately $31.9 million available under our revolving credit facility including letters of credit issued totaling approximately $18.1 million. Our net weighted average borrowing cost was 9.1% and 9.0% for the three months ended February 29, 2004 and March 2, 2003, and was 9.1% and 9.3% for the years ended November 30, 2003 and December 1, 2002, respectively. We refinanced our existing credit facilities in connection with the Recapitalization as described under "Summary—The Recapitalization."

        Our cash flow from operations decreased $(2.8) million from $(15.7) million for the three months ended March 2, 2003 to $(18.5) million for the three months ended February 29, 2004, and decreased $12.1 million from $100.0 million for 2002 to $87.9 million for the year ended November 30, 2003. We typically have negative operating cash flow during our first quarter as we are required to make a semi-annual interest payment on our senior subordinated debt in December. Also, during the first quarter we pay our annual incentive bonus and are required to fund our profit sharing portion of our 401k plan. The increase in negative operating cash flow for the three months ended February 29, 2004 over the three months ended March 2, 2003 is due in part to our election to begin making cash interest payments on our junior subordinated notes. In addition, we made higher semi-annual interest payments in the three months ended February 29, 2004 as compared with the three months ended March 2, 2003 due to the prepayment of interest near the end of the 2002 fiscal year. The total increase in cash interest payments of approximately $10.1 million was partially offset by higher sales volume and improved management of accounts receivable in the first quarter of 2004 as compared to the first quarter of 2003. The decrease in operating cash flows from 2002 to 2003 is primarily the result of lower operating margins, higher cash tax payments, and higher payments in the first quarter associated with incentive compensation that were not made in the first quarter of 2002, partially offset by improved working capital management.

        Our cash flow from investing activities increased in 2003 over 2002 primarily due to $13.6 million received in 2003 on an affiliate note and investment. In 2002, we loaned this affiliate $12.5 million in the form of a long-term note. We also made $6.8 million in cash payments in 2002 associated with business acquisitions. No such acquisitions were completed in 2003.

        As a result of declines in the value of assets held in our defined benefit pension plan, we have recognized a $4.8 million aggregate minimum pension liability at February 29, 2004. We will be required to make minimum funding contributions of $1.2 million during 2004. The annual actuarial valuation of the plan, expected to be completed during the second quarter of 2004, may indicate the need for additional minimum funding contributions to be made in late 2004 and into 2005. Any change in the aggregate minimum liability, beyond that attributable to normal pension cost for 2004, will be determined at the end of our fiscal fourth quarter and may result in a non-cash charge to other comprehensive income at that time.

        We also experienced difficulties in an accounts receivable system conversion in the fourth quarter of 2002 that negatively impacted collection efforts primarily through the first half of 2003. These issues resulted principally in delays of processing of certain transactions and the deterioration in the aging of trade receivables. As a result, we increased our allowance for doubtful accounts $6.1 million in the fourth quarter of 2002. In the second quarter of 2003, we reassessed the progress of our collection efforts and determined an incremental $2.0 million reserve was necessary. We made significant progress in the second half of the year and believe adequate controls and processes are now in place and functioning to reasonably ensure accurate and timely processing of accounts receivable and cash collection transactions.

52

        On October 9, 2003, we amended our amended and restated credit agreement dated November 8, 2002 to provide us with the ability to repurchase up to $25 million of the outstanding amount of our junior subordinated promissory notes and to amend the requirements for allowing us to make cash payments on the interest accrued. We were previously required to accrue interest at 12% and add such interest to the total outstanding amount of the junior subordinated promissory notes. We will have the option within 10 days of the end of each calendar quarter to pay interest on the total outstanding amount for that quarter at a rate of 10% per annum. We made our first cash interest payment on the junior subordinated promissory notes for the calendar quarter ended December 31, 2003. We repaid the junior subordinated promissory notes in full, together with accrued but unpaid interest, upon the completion of the Merger. See "Summary—The Recapitalization."

        In the first quarter of 2002, we advanced $12.5 million to Mattress Discounters Corporation, an affiliate of ours. As part of Mattress Discounters' bankruptcy settlement in March 2003, we received a non-controlling minority interest in Mattress Discounters and a $12.9 million secured note, guaranteed by MHC. In April 2003, we sold to MHC the $12.9 million note and the equity interest Sealy received in the Mattress Discounters bankruptcy, as well as our equity interest in MHC, for $13.6 million.

        In May 2003, Sealy Mattress Company completed a private placement of $50 million of 9⁷/8% senior subordinated notes. The 9⁷/8% senior subordinated notes, which are due and payable on December 15, 2007, require semi-annual interest payments, commencing June 15, 2003. The proceeds from the placement were used to prepay all quarterly principal payments on Sealy Mattress Company's senior AXELs credit facility through March 2004. Subsequent to the issuance, Sealy Mattress Company registered the 9⁷/8% senior subordinated notes with the SEC to allow them to be exchanged for publicly traded bonds. Sealy Mattress Company commenced an exchange offer in June which was completed in July 2003. In connection with the note issuance, we incurred $2.8 million in debt financing costs. We also paid $1.2 million during the first quarter of 2003 for previously accrued debt issuance costs associated with the refinancing of the previous revolving credit facility in November 2002. Sealy Mattress Company repurchased the 9⁷/8% senior subordinated notes and the 10⁷/8% senior subordinated discount notes and repaid all amounts under previous credit facilities, including the senior AXELs credit facility, in connection with the Recapitalization. See "Summary—The Recapitalization."

        Our contractual obligations and other commercial commitments as of November 30, 2003 are summarized below:

Contractual Obligations		2004		2005		2006		2007		2008		After 2008		Total Obligations
Long-Term Debt		$	47,623	$	88,287	$	103,218	$	27,320	$	430,816	$	49,989	$	747,253
Operating Leases			9,848		9,123		7,994		6,675		4,910		18,822		57,372
Component Purchase Commitment			15,751		20,000		20,000		—		—		—		55,751
	Total	$	73,222	$	117,410	$	131,212	$	33,995	$	435,726	$	68,811	$	860,375
Other Commercial Commitments		2004		2005		2006		2007		2008		After 2008		Total Obligations
Standby Letters of Credit		$	16,756		—		—		—		—		—	$	16,756

        We had an obligation to repurchase certain of our securities held by an officer at the estimated fair market value subject to a maximum and minimum share value stated in the officer's agreement. At February 29, 2004, we had $6.7 million recorded for the obligation. However, because the officer will instead sell his shares in connection with the Recapitalization rather than exercise his option to sell his shares under the terms of the agreement, the obligation will be reclassified as additional paid in capital.

53

Foreign Operations and Export Sales

        We own three manufacturing facilities in Canada, and one in each of Mexico, Argentina, Puerto Rico and Brazil. In addition, in 2001 we completed the acquisition of Sapsa Bedding S.A., a leading European manufacturer of latex bedding products in Europe, with headquarters in Italy and manufacturing operations in France and Italy, along with sales organizations in Spain, Belgium and the Netherlands. In 2000, we formed a joint venture with our Australian licensee to import, manufacture, distribute and sell Sealy products in South East Asia. We operate a Korean sales office and use a contract manufacturer to help service the Korean market. We also export products directly into many small international markets, and have license agreements in Thailand, Japan, the United Kingdom, Australia, New Zealand, South Africa, Israel, Jamaica, Saudi Arabia, the Bahamas and the Dominican Republic.

Impact of Recently Issued Accounting Pronouncements

        The FASB issued FAS 149, "Amendment of Statement No. 133 on Derivative Instruments and Hedging Activities". The statement is effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003. This statement amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contacts and for hedging activities. This statement amends Statement 133 for decisions made as part of the Derivatives Implementation Group process that effectively required amendments to Statement 133, in connection with other Board projects dealing with financial instruments and in connection with implementation issues raised in relation to the application of the definition of a derivative. The adoption of this Statement did not have a significant impact on our consolidated financial statements.

        The FASB issued FAS 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity". This statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003, our fourth quarter of fiscal 2003. This statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument that is within its scope as a liability. Many of those instruments have been previously classified as equity. The adoption of this Statement did not have a significant impact on our consolidated financial statements.

        The FASB issued FASB Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest Entities." The primary objectives of FIN 46 are to provide guidance on the identification of entities for which control is achieved through means other than through voting rights ("variable interest entities" or "VIEs") and how to determine when and which business enterprise should consolidate the VIE (the "primary beneficiary"). This new model for consolidation applies to an entity in which either (1) the equity investors (if any) do not have a controlling financial interest or (2) the equity investment at risk is insufficient to finance that entity's activities without receiving additional subordinated financial support from other parties. In addition, FIN 46 requires that both the primary beneficiary and all other enterprises with a significant variable interest in a VIE make additional disclosures. We will adopt these provisions in our second quarter of 2004. We are not a primary beneficiary of a VIE and do not hold any significant interests or have any involvement in a VIE. We do not expect the adoption to have an effect on the consolidated financial statements.

        The FASB issued FAS 132 (Revised), "Employers' Disclosure about Pensions and Other Postretirement Benefits." A revision of the pronouncement originally issued in 1998, FAS 132R expands employers' disclosure requirements for pension and postretirement benefits to enhance information about plan assets, obligations, benefit payments, contributions, and net benefit cost. FAS 132R does not change the accounting requirements for pensions and other postretirement benefits. This statement is

54

effective for fiscal years ending after December 15, 2003, with interim period disclosure requirements effective for interim periods beginning after December 15, 2003. Accordingly, we will implement FAS 132R beginning with our first fiscal quarter of 2004. The adoption of this statement will not have an impact on our financial position or results of operations.

        The Emerging Issues Task Force of the FASB released Issue 01-09, "Accounting for Consideration Given by a Vendor to a Customer or a Reseller of the Vendor's Product" to provide guidance primarily on income statement classification of consideration from a vendor to a purchaser of the vendor's products, including both customers and consumers. Generally, cash consideration is to be classified as a reduction of revenue, unless specific criteria are met regarding goods or services that the vendor may receive in return for this consideration. We have historically classified certain costs such as volume rebates, promotional money and amortization of supply agreements covered by the provisions of EITF 01-09 as marketing and selling expenses which are recorded in selling, general and administrative in the Statement of Operations. We adopted EITF 01-09 effective March 4, 2002, the first day of fiscal second quarter of 2002, and reclassified previous period amounts to comply with the consensus. As a result of the adoption, both net sales and selling, general and administrative expenses were reduced $50.3 million, $51.5 million and $42.7 million for the years ended November 30, 2003, December 1, 2002, and December 2, 2001, respectively. These changes did not affect our financial position or results of operations.

Fiscal Year

        We use a 52-53 week fiscal year ending on the closest Sunday to November 30, but no later than December 2. Each of the fiscal year ended November 30, 2003 and the fiscal year ended December 1, 2002 was a 52-week year, and the fiscal year ended December 2, 2001 was a 53-week year.

Forward Looking Statements

        This document contains forward looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Although we believe our plans are based upon reasonable assumptions as of the current date, we can give no assurances that such expectations can be attained. Factors that could cause actual results to differ materially from our expectations include: general business and economic conditions, competitive factors, raw materials pricing, and fluctuations in demand.

General Business Risk

        Our customers include furniture stores, national mass merchandisers, specialty sleep shops, department stores, contract customers and other stores. In the future, these retailers may consolidate, undergo restructurings or reorganizations, or realign their affiliations, any of which could decrease the number of stores that carry our products. These retailers are also subject to changes in consumer spending and the overall state of the economy both domestically and internationally. We are dependent upon a single supplier for certain key structural components of our new UniCased™ design. Such components are purchased under a four-year supply agreement, and are manufactured in accordance with a proprietary design exclusive to the supplier. Any of these factors could have a material adverse effect on business, financial condition or results of operations.

Foreign Currency Exposures

        Our earnings are affected by fluctuations in the value of our subsidiaries' functional currency as compared to the currencies of our foreign denominated purchases. Foreign currency forward, swap and option contracts are used to hedge against the earnings effects of such fluctuations. The result of a uniform 10% change in the value of the U.S. dollar relative to currencies of countries in which we

55

manufacture or sell our products would not be material to earnings or financial position. This calculation assumes that each exchange rate would change in the same direction relative to the U.S. dollar.

        To protect against the reduction in value of forecasted foreign currency cash flows resulting from purchases in a foreign currency, we have instituted a forecasted cash flow hedging program. We hedge portions of our purchases denominated in foreign currencies with forward and option contracts. At November 30, 2003, we had forward contracts to sell a total of 2.0 million Mexican pesos with expiration dates of February 20, 2004, forward contracts to sell a total of 30.0 million Canadian dollars with expiration dates ranging from December 9, 2003 through November 12, 2004. At November 30, 2003, the fair value of our net obligation under the forward contracts was $0.8 million.

        In January 2002, the Argentine peso experienced a significant devaluation. Previously pegged 1 to 1 to the U.S. dollar, the peso was trading at approximately 3.0 pesos to the dollar at November 30, 2003. This devaluation did not have a significant effect on our financial statements due to the relative immateriality of the operation. Based upon the volatility of the Argentine peso, future inflation charges may have to be recorded through the income statement due to hyperinflation rules under FAS 52, "Foreign Currency Translation".

Interest Rate Risk

        In 2000, we entered into an interest rate swap agreement that effectively converted $236 million of our floating-rate debt to a fixed-rate basis through December 2006, thereby hedging against the impact of interest rate changes on future interest expense (forecasted cash flows). Use of hedging contracts allow us to reduce our overall exposure to interest rate changes, since gains and losses on these contracts will offset losses and gains on the transactions being hedged. We formally document all hedged transactions and hedging instruments, and assess, both at inception of the contract and on an ongoing basis, whether the hedging instruments are effective in offsetting changes in cash flows of the hedged transaction. The fair values of the interest rate agreements are estimated by obtaining quotes from brokers and are the estimated amounts that we would receive or pay to terminate the agreements at the reporting date, taking into consideration current interest rates and the current creditworthiness of the counterparties. Effective June 3, 2002, we dedesignated the interest rate swap agreement for hedge accounting. As a result of the dedesignation, $12.9 million previously recorded in accumulated other comprehensive loss as of the date of dedesignation is being amortized into interest expense over the remaining life of the interest rate swap agreement. For the years ended November 30, 2003 and December 1, 2002, $3.3 million and $2.0 million was amortized into interest expense, respectively. Prior to June 3, 2002, the changes in the fair market value of the interest rate swap were recorded in accumulated other comprehensive income (loss). Subsequent to June 3, 2002, changes in the fair market value of the interest rate swap are recorded in interest expense. For the years ended November 30, 2003 and December 1, 2002, $5.4 million and $15.0 million, respectively, was recorded as net interest expense as a result of the cash requirements of the swap net of the non-cash interest associated with the change in its fair market value. At November 30, 2003 and December 1, 2002, the fair value carrying amount of this instrument was $(14.9) million and $(20.2) million, respectively, which is recorded as follows:

	November 30, 2003		December 1, 2002
	(in millions)
Accrued interest	$	2.2	$	2.1
Other accrued expenses		6.5		7.6
Other noncurrent liabilities		6.2		10.5
	$	14.9	$	20.2

56

        During the second quarter of 2002, we entered into another interest rate swap agreement that has the effect of reestablishing as floating rate debt the $234.8 million of debt previously converted to fixed rate debt through December 2006. This interest rate swap agreement has not been designated for hedge accounting and, accordingly, any changes in the fair value are to be recorded in interest expense. For the years ended November 30, 2003 and December 1, 2002, $5.2 million and $10.4 million, respectively, was recorded as a reduction of net interest expense as a result of the cash interest received on the swap net of the non-cash interest associated with the change in its fair market value. At November 30, 2003 and December 1, 2002, the fair value carrying amount of this instrument was $6.8 million and $7.8 million, respectively, with $5.1 million and $5.1 million recorded in prepaid expenses and other current assets, and $1.7 million and $2.7 million recorded in noncurrent assets.

        We also entered into an interest rate cap agreement during the second quarter of 2002 with a notional amount of $175.0 million that caps the LIBOR rate on which the floating rate debt is based at 8% through December 2006. This agreement has not been designated for hedge accounting and, accordingly, any changes in the fair value are recorded in interest expense. The fair value of this instrument is not material.

        In June 2004, we entered into an additional swap agreement that has the effect of converting $200 million of the floating-rate debt under our new senior credit facilities to a fixed-rate basis.

        The impact of a one-percentage point change in interest rates would change our historical interest expense, i.e., our interest expense prior to the Recapitalization and entry into the June 2004 swap agreement described above, by approximately $2.6 million.

Worldwide Steel Prices

        The world demand for steel over the last two years has increased due to a number of factors, including increased steel imports into Asia. Worldwide production has not been able to keep up with the increased demand, due in part to decreased productive capacity in the United States. Furthermore, the weakening of the U.S. Dollar has raised the relative price of steel imported into the United States. Consequently, we believe that the cost of cold rolled steel and steel drawn wire which are used in the production of the spring units and other components within the mattress and box springs will increase significantly during 2004. In response to these increases, effective May 1, 2004, we increased the prices charged to our customers. We do not believe that world steel prices or this price increase to our customers will materially impact our long-term operations and financial position.

57

BUSINESS

Sealy

        We are the largest bedding manufacturer in the world and the leading bedding manufacturer in the United States based on our wholesale domestic market share of approximately 21.4% in 2003, which we estimate to be 1.4 times that of our next largest competitor. We manufacture and market a complete line of conventional bedding products, including innerspring mattresses and box springs, under our highly recognized Sealy, Sealy Posturepedic and Stearns & Foster brand names, as well as our Bassett and Reflexion brand names. We believe that our Sealy brand name has been the number one selling brand in the domestic bedding industry for over 20 years and our Stearns & Foster brand name is one of the leading brands devoted predominantly to the fast-growing luxury segment of the industry. We believe our ownership of the best selling and most recognized brand in the domestic bedding industry (Sealy), combined with one of the leading luxury brands (Stearns & Foster), gives us a competitive advantage by allowing us to distinctly target different segments of the marketplace.

        On April 6, 2004, Sealy Corporation completed a merger transaction resulting in the acquisition of approximately 92% of its capital stock by affiliates of Kohlberg Kravis Roberts & Co., L.P., as described above under "Summary—The Recapitalization."

        We offer a complete line of conventional bedding products in sizes ranging from single to king-sized and which sell at retail price points from under $300 to approximately $5,000 per queen-sized set domestically. While we sell products at all retail price points, we focus our product development and sales efforts toward mattress and box spring sets which sell at retail price points above $799 domestically. We believe that higher priced segments of the market offer faster growth and greater profitability than other bedding segments. For fiscal 2003, we derived approximately 63% of our total domestic sales dollars from products with retail price points of $799 and above.

        We serve domestically a large and well-diversified base of approximately 3,000 customers representing approximately 8,000 outlets, including furniture stores, specialty bedding stores, department stores and national mass merchandisers. Our five largest customers accounted for approximately 18.1% of our net sales for fiscal 2003 and no single customer represented more than 10.0% of our net sales for this period. We service these customers through our sales force, which we believe to be the largest and best trained in the domestic conventional bedding industry as evidenced by our strong market share among our major retail accounts, new account growth and strong customer retention rates. Our sales strategy supports strong retail relationships through the use of cooperative advertising programs, in-store product demonstrations, sales associate training and a focused national advertising campaign to support our multiple brand platforms. A key component of our sales strategy is the leveraging of our portfolio of multiple leading brands across the full range of retail price points to capture and retain long-term, high share customer relationships.

        We manufacture and distribute products to our customers primarily on a just-in-time basis from our network of 30 bedding and component manufacturing facilities located around the world. We believe we are the only national, vertically integrated manufacturer of both inner spring and box spring components. We believe there are a number of important advantages to this operating model including (1) the ability to provide superior service to large national accounts, (2) a significant reduction in our required inventory investment and (3) geographical proximity to our customers which enables reduced delivery times and increased consistency of service.

        We derived approximately 20% of our fiscal 2003 net sales internationally, primarily from Canada and Europe. In Canada, we are the leading bedding manufacturer with a wholesale market share of approximately 24.1% in 2003. We are the only major global bedding manufacturer with a substantial international presence, which we believe provides an attractive growth opportunity not readily available to our primary competitors.

58

New Product Redesign

        During 2003, we introduced our proprietary UniCased™ and TripLCased™ Systems which represent a comprehensive redesign of our product lines. These technologically advanced, one-sided structures represent the broadest redesign in our history and are the result of significant customer and market research and extensive product research and development efforts. We believe these new product lines will benefit us in the following ways:

        Superior Product for Our Customers.    Our customers benefit from the features embodied by our one-sided UniCased™ and TripLCased™ product lines, including consistent edge-to-edge comfort, proper back support and long-lasting durability, providing for what we believe to be an exceptional overall sleep experience and superior value to our customers.

        Higher Average Unit Selling Price.    As a result of this superior value, as well as a shift in product mix within the Sealy Posturepedic line to higher price points, the average unit selling price for domestic sales in our Sealy Posturepedic line for the first quarter of fiscal 2004 was 6.4% higher than it was for the first quarter of fiscal 2003.

        Improved Manufacturing Economics.    Our redesigned, one-sided product lines have a significantly reduced degree of manufacturing complexity due to a significant reduction in component stock keeping units ("SKUs"). We expect this reduced complexity to result in a reduction in material waste, improved manufacturing efficiency and lower net investment in working capital.

        Higher Margins.    As a result of higher average unit selling price and improved manufacturing economics, we believe the rollout of our UniCased™ line, launched in June 2003, and our TripLCased™ line, launched in January 2004, will contribute to our increased profitability.

        Results Realized To Date.    The June 2003 launch of our new one-sided product has resulted to date in an increase in both revenues and profitability. The Sealy Posturepedic line achieved strong results in the first quarter of fiscal 2004, with domestic revenue growth of 23.3% as compared to the same period in fiscal 2003. This revenue growth was driven by domestic unit growth of 15.9% and growth in average unit selling price for domestic sales of 6.4%, in each case for the first quarter of fiscal 2004 as compared to the first quarter of fiscal 2003.

Market Overview

        The U.S. bedding industry generated wholesale revenues of approximately $5.0 billion during calendar 2003. From 1982 to 2002, the U.S. bedding industry has grown at a compound annual growth rate of approximately 6.4%, driven by growth in both units and average unit selling prices. The bedding industry is characterized by the following attributes:

        Stability of Demand Growth.    From 1982 to 2002, year-over-year industry revenues have grown every year but one (a 0.3% decline in 2001) and have exhibited consistent growth in both units (3.3% on average) and average unit selling price (3.0% on average). Underlying the industry's stability and resilience to economic downturns is the significant number of replacement purchases each year, which we believe typically constitute approximately two-thirds of bedding industry sales.

        Attractive Category to Retail Customers.    Approximately 84% of industry sales in 2002 occurred in furniture stores, department stores and specialty sleep shops. These retailers are, in many cases, increasing floor allocations and devoting more resources to growing the bedding category within their stores due to the high profitability and minimal inventory requirements of the category. Returns on inventory (defined as annual gross margin dollars divided by average inventory dollars) for the mattress category are among the highest for furniture retailers. Mass merchants have traditionally accounted for a small percentage of domestic bedding industry sales.

59

        Large Manufacturers Are Gaining Share.    While there are over 700 bedding manufacturers in the United States, the three largest bedding manufacturers in the United States have been gaining market share from smaller competitors, increasing their collective share from 49% in 1996 to 53% in 2002. We believe that this market share trend is likely to continue as large, national manufacturers such as Sealy can offer retailers sales, service and profit opportunities that are superior to those offered by regional and local competitors.

        Growth in the High-End Segments.    The retail bedding market can generally be segmented into the Promotional (less than $500 per unit), Premium ($500-$999 per unit), Luxury ($1,000-$1,999 per unit) and Ultra Luxury (greater than $2,000 per unit) segments. The Luxury and Ultra Luxury segments of the market are growing more rapidly than the overall industry, averaging 15.3% and 20.5% growth in sales, respectively, for the 2000 to 2002 period. We believe continued growth in the Luxury and Ultra Luxury segments will be driven by a number of factors including the growth in disposable income among the large "baby boomer" population (39 to 57 years of age), growing consumer awareness regarding the positive health effects of quality sleep, the growth in average number and sizes of bedrooms in domestic homes, and increased focus by retailers on these profitable segments.

        Limited Exposure to Imports.    Due to the short lead times demanded by mattress retailers, the limited inventories carried by retailers, the customized nature of each retailer's product lines, high shipping costs and relatively low domestic direct labor content in mattresses, the bedding industry faces low competition from imports, which were estimated to be approximately 4.6% of the U.S. market in 2003. In addition, established consumer brands are a critical element in retailers' merchandising strategies in the bedding industry.

Our Competitive Strengths

        We believe that our competitive strengths include the following:

Leading industry brands and products

        We believe that our Sealy and Stearns & Foster brands give us a competitive advantage by allowing us to distinctly target different segments of the marketplace.

        Our Sealy brand, which accounted for approximately 72% of our total sales in fiscal 2003, is the best-selling and most recognized brand in the U.S. bedding industry. The Sealy brand enjoys the highest consumer recognition in the industry, achieving an unaided awareness score of almost twice that of our nearest competitor based upon a 2002-2003 consumer study.

        Our Stearns & Foster brand name, which accounted for approximately 18% of our total sales in fiscal 2003, is one of the leading brand names devoted predominantly to the luxury segment.

Leading market position overall and in high-end segments

        In the U.S. bedding market, our Sealy brands have held the leading market share position for over 20 years and we continue to be the largest manufacturer with a wholesale market share of approximately 21.4% in 2003, which we estimate to be 1.4 times that of our nearest competitor. In the Canadian market, we also enjoy the leading market position with an approximate 24.1% share.

        We have a relatively higher market share in the Luxury and Ultra Luxury segments compared to our overall domestic market share. Our Stearns & Foster brand is targeted predominantly at these segments. Because these segments of the market are growing more rapidly and are more profitable than other segments of the market, we believe that our market shares in these segments provide us with a significant competitive advantage.

60

Unparalleled scale

        As the largest bedding manufacturer in the world, we have significant competitive advantages in both revenue generation and operational efficiencies. Our sales efforts benefit from our large scale, as we employ over 200 sales personnel we can deploy to cover a broad range of customers in geographically diverse locations. With separate staffs focused on field sales and national accounts, we have the breadth to cover a large number of regional customers while maintaining focus on key national vendors. Similarly, the size and structure of our sales force allows us to pursue profitable share gain with smaller dealers without sacrificing service to our larger accounts. Our large scale manufacturing presence, consisting of 29 bedding and component manufacturing facilities located around the world, and a vertically integrated manufacturing model, also afford us several distinct advantages. With our broad geographic coverage, we offer just-in-time delivery to better service our accounts, while reducing our inventory requirements. We also leverage our large scale and geographic presence to optimize our operating performance through shorter lead times, reduced delivery distances and alliances in many of our key supply categories that help us reduce cost, improve service and reduce our working capital investment.

Well positioned international business

        We derived approximately 20% of our net sales internationally in fiscal 2003, primarily from Canada, where we are the leading bedding manufacturer based on market share, and from Europe, a market where we do not face a pan-European competitor. In addition to these core markets, we have operations in Mexico, Brazil and Argentina that are positioned to grow. We believe that the size and scale of our international platform provides us with attractive growth opportunities not readily available to our primary competitors.

Experienced and committed management team

        Our management team, led by President and Chief Executive Officer, David McIlquham, has significant industry experience, averaging over 12 years. Our management team has been responsible for revitalizing our business and increasing our profitability through the launch of Sealy's new UniCased™ one-sided products, a strategic realignment of our sales force, implementing tighter financial controls, and the strengthening of our retailer relationships. Our management team committed approximately $24.6 million of equity to the Recapitalization, with equity ownership being expanded in the transaction to include 99 members of management.

Our Strategy

        Our business plan includes the following strategies:

Drive revenues and market share with UniCased™ and TripLCased™ product offering

        The rollout of our one sided Sealy Posturepedic UniCased™ product line, launched in June 2003, is expected to continue to benefit us as fiscal 2004 represents the first full fiscal year of this product line's results. In addition, our new one sided TripLCased™ Stearns & Foster line was launched in January 2004 with benefits expected in terms of revenue and profit growth. These new products' highly engineered designs feature consistent edge-to-edge comfort, proper back support and long-lasting durability, providing for what we believe to be an exceptional sleep experience.

        Our UniCased™ launch has already achieved increased sales, customer market share and average unit selling prices. In our Sealy Posturepedic line, domestic average unit selling prices for the first quarter of fiscal 2004 represent a 6.4% increase over the fiscal 2003 first quarter, and domestic unit sales volumes increased 15.9% between the same periods. We believe positive trends will continue as

61

we benefit from the completion of the UniCased™ rollout and the extension of the one-sided design to our other product lines, including the redesigned Stearns & Foster brand mattresses.

Drive profitability with new products

        The rollout of our one-sided product has enhanced our manufacturing efficiency and increased our profitability. Our new UniCased™ and TripLCased™ lines were engineered to optimize our manufacturing capabilities, with reduced design and production complexity that has decreased production costs. Across all products, the transition to a one-sided design has led to a significant reduction in the number of panel and border fabric SKUs, which we expect to improve material yield. In addition, we anticipate that the reduced design complexity will lead to lower labor costs per unit for the UniCased™ and TripLCased™ lines and lower levels of working capital.

Maximize leading position in most attractive market segments and improve product mix

        We continue to focus our sales efforts to target the fastest growing and most profitable segments of the mattress market. With approximately 77 million "baby boomers" reaching their peak spending years and a growing awareness among consumers of the benefits of quality sleep, customer demand for higher-end mattresses has increased. We have a relatively higher market share in the Luxury and Ultra Luxury segments compared to our overall domestic market share. With the introduction of our Stearns & Foster TripLCased™ design and our UniCased™ Sealy Posturepedic line, we aim to further improve our product mix toward higher margin price points and increase our market share in these segments.

Maintain our position as a leading supplier to the largest retail customers

        Our extensive customer relationships and distribution network allow us to have what we believe to be a leading market share among the top 25 domestic retailers by wholesale dollars. We seek to maximize this market share position and expect to benefit as more of our top customers grow at a faster rate than the overall market in the retail sector. In support of this goal, our industry leading sales force will continue to service these accounts and seek incremental business.

Increase operational efficiencies through profit initiatives

        We have undertaken a series of cost savings initiatives that we believe will continue to improve our profitability beyond the benefit of the new product rollout. We have begun to streamline our manufacturing operations by transitioning from a batch manufacturing process to a cellular manufacturing model and applying lean manufacturing principles. We are also seeking to optimize our existing manufacturing infrastructure through manufacturing network optimization, expanded in-house supply of certain components, and regional material and supply management.

Pursue profitable growth opportunities in international markets

        We plan to grow our international business, as we believe our international markets offer a strong opportunity for cash flow generation. In Canada, where we have the leading market share position, we intend to expand our presence by executing a strategy which is similar to that which has been successful for us in the U.S. market, and have experienced positive results from the recent UniCased™ launch in Canada. In Europe, we seek to gain share from regional competition in a fragmented market by leveraging our sales, marketing and manufacturing expertise. In Mexico, Argentina and Brazil, we plan to profitably grow our positions. In addition, we plan to further grow our cash flows from international licensees.

62

Products

        We manufacture a complete line of conventional bedding options in various sizes ranging in retail price from under $300 to approximately $5,000 per queen size set. The Sealy brand mattress, including the new UniCased™ Posturepedic, is the largest selling mattress brand in the United States. Approximately 93% of the Sealy brand, Stearns & Foster brand and Bassett brand bedding products sold in the United States are produced by us, with the remainder being produced by Sealy Mattress Company of New Jersey, Inc. ("Sealy New Jersey"), a licensee. The Stearns & Foster product line consists of top quality, premium mattresses sold under the Stearns & Foster brand name. The Bassett brand, licensed from Bassett Furniture Industries beginning in 2000, is sold primarily to Bassett Furniture Direct and BJ's Wholesale Club.

Customers

        Our customers include furniture stores, national mass merchandisers, specialty sleep shops, department stores, contract customers and other stores. The top five bedding customers accounted for approximately 18.1% of our net sales for the year ended November 30, 2003 and no single customer accounted for over 10.0% of our net sales.

Sales and Marketing

        Our sales depend primarily on our ability to provide quality products with recognized brand names at competitive prices. Additionally, we work to build brand loyalty with our ultimate consumers, principally through targeted national advertising and cooperative advertising with our dealers, along with superior "point-of-sale" materials designed to emphasize the various features and benefits of our products which differentiate them from other brands.

        Our sales force structure is generally based on regions of the country and districts within those regions, and also includes a corporate sales staff for national and major regional accounts. We have comprehensive training and development programs for our sales force, including our University of Sleep curriculum, which provides ongoing training sessions with programs focusing on advertising, merchandising and sales education, including techniques to help analyze a dealer's business and profitability.

        Our sales force emphasizes follow-up service to retail stores and provides retailers with promotional and merchandising assistance, as well as extensive specialized professional training and instructional materials. Training for retail sales personnel focuses on several programs, designed to assist retailers in maximizing the effectiveness of their own sales personnel, store operations, and advertising and promotional programs, thereby creating loyalty to, and enhanced sales of, our products.

Seasonality/Other

        Our business is not materially seasonal. See Note 13 to our consolidated financial statements included in this prospectus.

        Most of our sales are by short term purchase orders. Since the level of production of products is generally promptly adjusted to meet customer order demand, we have a negligible backlog of orders. Most finished goods inventories of bedding products are physically stored at manufacturing locations until shipped (usually within 5 days of accepting the order).

Suppliers

        We are dependent upon a single supplier for certain key structural components of our new UniCased™ Posturepedic line of mattresses. Such components are purchased under a four-year supply agreement, and are manufactured in accordance with a proprietary design exclusive to the supplier. We

63

have incorporated the UniCased™ method of construction into substantially all of our Sealy brand products, and expect to have it incorporated into the Stearns & Foster branded products as well by the end of 2004. Under the terms of the supply agreement, we have committed to make minimum purchases of the components totaling $70 million through 2006. We believe that our supply requirements will exceed the minimum purchase commitments over the life of the agreement. We purchase our other raw materials and certain components from a variety of vendors. We purchase approximately 59% of our Sealy and Stearns & Foster box spring parts from third party sources and manufacture the remainder of these parts. See "—Components Division." Except for our dependence regarding certain structural components for the UniCased™ mattresses, we do not consider ourselves dependent upon any single outside vendor as a source of supply to its bedding business and believe that sufficient alternative sources of supply for the same, similar or alternative components are available.

Manufacturing and Facilities

        We manufacture most bedding to order and have adopted "just-in-time" inventory techniques in our manufacturing process to more efficiently serve our dealers' needs and to minimize their inventory carrying costs. Most bedding orders are scheduled, produced and shipped within five days of receipt. This rapid delivery capability allows us to minimize our inventory of finished products and better satisfy customer demand for prompt shipments.

        We operate 18 bedding manufacturing facilities and three component manufacturing facilities in 17 states, plus three facilities in Canadian provinces, and one each in Puerto Rico, France, Italy, Mexico, Argentina and Brazil. We believe that through the utilization of extra shifts, we will be able to continue to meet growing demand for our products without a significant investment in facilities. See "—Properties". We also operate a Research and Development center in High Point, North Carolina with a staff which tests new materials and machinery, trains personnel, compares the quality of our products with those of our competitors and develops new products and processes. We have developed very advanced and proprietary methods (Digital Image Analysis) of dynamically measured spinal morphology on any human subject in any sleep position. This sophisticated technology is expected to enhance Sealy's Posturepedic brand leadership and market position.

        We distinguish ourselves from our major competitors by internally sourcing the majority of our requirements for component parts through our component manufacturing facilities, which manufacture component parts exclusively for use by our bedding plants and licensees. The component plants currently provide substantially all of our mattress innerspring unit requirements, and supply approximately 45% of our Sealy box spring parts requirements. The three component manufacturing sites are located in Rensselaer, Indiana; Delano, Pennsylvania; and Colorado Springs, Colorado. See "—Properties".

        In addition to reducing the risks associated with relying on single sources of supply for certain essential raw materials, we believe the vertical integration resulting from our component manufacturing capability provides us with a competitive advantage. We believe that we are the only bedding manufacturer in the United States with both substantial innerspring and formed wire component making capacity.

International

        We have wholly owned subsidiaries in Canada, Mexico, Puerto Rico, Brazil, France, Italy and Argentina which have marketing and manufacturing responsibilities for those markets. We have three manufacturing facilities in Canada and one in each of Mexico, Puerto Rico, Argentina, Brazil, France and Italy which comprise all of our owned non-domestic manufacturing operations at November 30, 2003. In 2000, we formed a joint venture with our Australian licensee to import, manufacture, distribute and sell Sealy products in Southeast Asia.

64

        We utilize licensing agreements in certain international markets. Licensing agreements allow us to reduce exposure to political and economic risk abroad by minimizing investments in those markets. Eleven foreign license agreements exist, which provide exclusive rights to market the Sealy brand in Thailand, Japan, the United Kingdom, Australia, New Zealand, South Africa, Israel, Jamaica, Saudi Arabia, Bahamas and the Dominican Republic. We operate a sales office in Korea and use a contract manufacturer to service the Korean market. In addition, we ship products directly into many small international markets.

Licensing

        At November 30, 2003, there are 17 separate license arrangements in effect with six domestic and eleven foreign independent licensees. Sealy New Jersey, a bedding manufacturer, Klaussner Corporation Services, a furniture manufacturer, Kolcraft Enterprises, Inc., a crib mattress manufacturer, Pacific Coast Feather Company, a pillow, comforter and mattress pad manufacturer, Chairworks Manufacturing Group Limited, an office seating manufacture, and KCB Enterprises, a futon manufacturer, are the only domestic manufacturers that are licensed to use the Sealy trademark, subject to the terms of license agreements. Pacific Coast Feather also has a license to use the Stearns & Foster brand on certain approved products. Under license agreements between Sealy New Jersey and Sealy, Sealy New Jersey has the perpetual right to use certain of our trademarks in the manufacture and sale of Sealy brand and Stearns & Foster brand products in selected markets in the United States. Our international licensees are discussed above under "—International".

        Our licensing group generates royalties by licensing Sealy brand technology and trademarks to manufacturers located throughout the world. We also provide our licensees with product specifications, quality control inspections, research and development, statistical services and marketing programs. In the fiscal years ended November 30, 2003, December 1, 2002 and December 2, 2001, the licensing group as a whole generated gross royalties of approximately $13.7 million, $12.2 million and $12.0 million, respectively.

Warranties & Accommodations

        Sealy, Stearns & Foster and Bassett bedding offer limited warranties on their manufactured products. The periods for "no-charge" warranty service varies among products. Prior to fiscal year 1995, such warranties ranged from one year on promotional bedding to 20 years on certain Posturepedic and Stearns & Foster bedding. All currently manufactured Sealy Posturepedic models, Stearns & Foster bedding, Bassett and some other Sealy brand products offer a 10-year non-prorated warranty service period. In fiscal 2000, we amended our warranty policy to no longer require the mattress to be periodically flipped. We also accept, upon occasion, other returns from some of our retailers as an accommodation.

Trademarks and Licenses

        We own, among others, the Sealy and Stearns & Foster trademarks and tradenames and also own the Posturepedic and University of Sleep trademarks, service marks and certain related logos and design marks. We also license the Bassett and Pirelli tradenames in various territories under certain long-term agreements.

Employees

        As of November 30, 2003 we had 6,562 full-time employees. Approximately 70% of our employees at our 26 North American plants are represented by various labor unions with separate collective bargaining agreements. Due to the large number of collective bargaining agreements, we are periodically in negotiations with certain of the unions representing our employees. We consider our

65

overall relations with our work force to be satisfactory. We have only experienced two work stoppages in the last ten years due to labor disputes. Due to the ability to shift production from one plant to another, these lost workdays have not had a material adverse effect on our financial results. We have not encountered any significant organizing activity at our non-union facilities in that time frame. Our current collective bargaining agreements which are typically three years in length expire at various times beginning in 2004 through 2007.

Properties

        Our principal executive offices are located on Sealy Drive at One Office Parkway, Trinity, North Carolina, 27370. Corporate and administrative services are provided to us by Sealy, Inc. (our wholly owned subsidiary), an Ohio Corporation.

        We administer component operations at our Rensselaer, Indiana facility. Our leased facilities are occupied under operating leases, which expire from fiscal 2004 to 2033, including renewal options.

        The following table sets forth certain information regarding manufacturing and distribution facilities operated by us as of May 31, 2004:

Location			Approximate Footage Square	Title
United States
	Arizona	Phoenix	76,000	Owned(a)
	California	Richmond	238,000	Owned(a)
		South Gate	185,000	Owned(a)
	Colorado	Colorado Springs	70,000	Owned(a)
		Denver	92,900	Owned(a)
	Florida	Orlando	97,600	Owned(a)
		Lake Wales(c)(e)	179,700	Owned(a)
	Georgia	Conyers	292,500	Owned(a)
	Illinois	Batavia	212,700	Leased
	Indiana	Rensselaer	131,000	Owned(a)
		Rensselaer	124,000	Owned(a)
	Kansas	Kansas City	102,600	Leased
	Maryland	Williamsport	144,000	Leased
	Massachusetts	Randolph(d)(e)	187,000	Owned(a)
	Minnesota	St. Paul	93,600	Owned(a)
	New York	Green Island	257,000	Leased
	North Carolina	High Point	151,200	Owned(a)
	Ohio	Medina	140,000	Owned(a)
	Oregon	Portland	140,000	Owned(a)
	Pennsylvania	Clarion	85,000	Owned(a)
		Delano	143,000	Owned(a)
	Tennessee	Memphis(b)(e)	225,000	Owned(a)
	Texas	Brenham	220,000	Owned(a)
		North Richland Hills	124,500	Owned(a)
Canada
	Alberta	Edmonton	144,500	Owned(a)
	Quebec	Saint Narcisse	76,000	Owned(a)
	Ontario	Toronto	80,200	Leased

66

Argentina	Buenos Aires	85,000	Owned
Brazil	Sorocaba	92,000	Owned
Puerto Rico	Carolina	58,600	Owned(a)
Italy	Silvano d'Orba	170,600	Owned(a)
France	Saleux	239,400	Owned
Mexico	Toluca	157,100	Owned
		4,815,700

(a)

We have granted a mortgage or otherwise encumbered our interest in this facility as collateral for secured indebtedness.

(b)

In April 2001, we ceased operations at this facility.

(c)

In April 2002, we ceased operations at this facility.

(d)

In May 2004, we ceased operations at this facility.

(e)

These properties are being actively marketed for sale and have been written down to their estimated net realizable values.

        In addition to the locations listed above, we maintain additional warehousing facilities in several of the states where our manufacturing facilities are located. We also maintain approximately 10 retail outlets, which are held under operating leases by our retail subsidiary. We consider our present facilities to be generally well maintained and in sound operating condition.

Regulatory Matters

        Our bedding product lines are subject to various federal and state laws and regulations relating to flammability and other standards. We believe that we are in material compliance with all such laws and regulations.

        The state of California adopted new flame retardant regulations related to manufactured mattresses and box springs which will be effective January 1, 2005. We expect to be in full compliance with those regulations by the effective date. We are evaluating possible responses to potential cost increases related to the regulations, which may include increases in the prices charged to our customers.

        Our principal wastes are wood, cardboard and other non-hazardous materials derived from product component supplies and packaging. We also periodically dispose (primarily by recycling) of small amounts of used machine lubricating oil and air compressor waste oil. We are generally subject to the Federal Clean Water Act, Clean Air Act, Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation and Liability Act and amendments and regulations thereunder and corresponding state, local and foreign statutes and regulations. We believe that we are in material compliance with all applicable federal, state, local and foreign environmental statutes and regulations. Except as set forth in "—Legal Proceedings" below, compliance with federal, state or local provisions which have been enacted or adopted regulating the discharge of materials into the environment, or otherwise relating to the protection of the environment, should not have any material effect upon our capital expenditures, earnings or competitive position. We are not aware of any pending environmental legislation which would have a material impact on our operations. Except as set forth in "—Legal Proceedings," we have not been required to make and do not expect to make any material capital expenditures for environmental control facilities in the foreseeable future.

67

Legal Proceedings

        We are subject to legal proceedings, claims, and litigation arising in the ordinary course of business. While the outcome of these matters is currently not determinable, we do not expect that the ultimate costs to resolve these matters will have a material adverse effect on our consolidated financial position, results of operations or cash flows.

        We are currently conducting an environmental investigation and cleanup at a formerly owned facility in South Brunswick, New Jersey pursuant to the New Jersey Industrial Site Recovery Act. We and one of our subsidiaries are parties to an Administrative Consent Order issued by the New Jersey Department of Environmental Protection. Pursuant to that order, we and our subsidiary agreed to conduct soil and groundwater remediation at the property. We do not believe that our manufacturing processes were the source of contamination. We brought, and later obtained a settlement in, an action against several entities we were able to identify that we believe had liability for such conditions. We sold the property in 1997 but have retained primary responsibility for the required remediation. We have completed essentially all currently required soil remediation with the New Jersey Department of Environmental Protection approval, and have concluded a pilot test of the groundwater remediation system. We are working with the New Jersey Department of Environmental Protection to develop and implement a remediation plan for sediment in waters near the site.

        We are also remediating soil and groundwater contamination at an inactive facility located in Oakville, Connecticut. Although we are conducting the remediation voluntarily, we obtained Connecticut Department of Environmental Protection approval of the remediation plan. We have completed essentially all soil remediation under the remediation plan and are currently monitoring groundwater at the site. We believe the contamination is attributable to the manufacturing operations of previous unaffiliated occupants of the facility. We brought, and later obtained a settlement in, an action against several entities we were able to identify that we believe were liable for such conditions.

        We removed three underground storage tanks previously used for diesel, gasoline, and waste oil from our South Gate, California facility in March 1994 and remediated the soil in the area. Since August 1998, we have been working with the California Regional Water Quality Control Board, Los Angeles Region to monitor groundwater at the site.

        While we cannot predict the ultimate timing or costs of the South Brunswick, Oakville, and South Gate environmental matters, based on facts currently known, we believe that the accruals recorded are adequate and do not believe the resolution of these matters will have a material adverse effect on our financial position or future operations; however, in the event of an adverse decision, these matters could have a material adverse effect.

        In 2000, Montgomery Ward, a customer of Sealy, declared bankruptcy and filed for protection under Chapter 7 of the U.S. Bankruptcy Code. In 2003, the bankruptcy trustee filed claims of approximately $3.7 million in the aggregate associated with certain alleged preferential payments by Montgomery Ward's to Sealy. Currently, the case is in the discovery phase and we believe we have significant defenses against such claims. While we cannot predict the ultimate outcome, we believe we have adequate accruals recorded with respect to this claim and do not believe the resolution of these matters will have a material adverse effect on our financial position or future operations.

68

MANAGEMENT

Directors and Executive Officers

        Our directors, executive officers and certain key employees, and their ages as of May 31, 2004, are as follows:

Name	Age	Position
David J. McIlquham	49	President and Chief Executive Officer, Director
Jeffrey C. Claypool	56	Senior Vice President Human Resources
Lawrence J. Rogers	55	President-International Bedding
Kenneth L. Walker	55	Senior Vice President, General Counsel and Secretary
James B. Hirshorn	38	Executive Vice President and Chief Financial Officer, Director
Bruce Barman	59	Senior Vice President, Research and Development
Al Boulden	57	Senior Vice President, Sales
Charles Dawson	47	Senior Vice President, National Accounts
Mark Hobson	44	Senior Vice President, Marketing
G. Michael Hofmann	45	Senior Vice President, Operations
Steven Barnes	44	Director
Simon E. Brown	33	Director
Brian F. Carroll	32	Director
James W. Johnston	57	Director
Dean B. Nelson	45	Director
Scott M. Stuart	44	Director

        The present principal occupations and recent employment history of each of the executive officers, key employees and directors listed above is as follows:

        David J. McIlquham.    Mr. McIlquham, age 49, has been Chief Executive Officer since April 2002 and has been President since January 2001. He had been Chief Operating Officer from January 2001 to April 2002. Prior to that, he had been Corporate Vice President Sales and Marketing since April 1998 and was Corporate Vice President Marketing since joining us in 1990 until 1998. He has been a director since April 2002.

        Jeffrey C. Claypool.    Mr. Claypool, age 56, has been Senior Vice President, Human Resources since joining us in September 1991.

        Lawrence J. Rogers.    Mr. Rogers, age 55, has been the President of the International Bedding Group since January 2001. Prior to that, Mr. Rogers was Corporate Vice President and General Manager International since February 1994. Since joining us in 1979, Mr. Rogers has served in numerous other capacities within our operations, including President of Sealy of Canada.

        Kenneth L. Walker.    Mr. Walker, age 55, has been Senior Vice President, General Counsel and Secretary since joining us in May 1997.

        James B. Hirshorn.    Mr. Hirshorn, age 38, has been Executive Vice President, Chief Financial Officer since November 2002. From 1999 until joining our company, Mr. Hirshorn was a Vice President with Bain Capital Inc., an investment and leveraged buyout firm. From 1993 until 1999, he held various positions with Bain & Company Inc., a consulting firm. Mr. Hirshorn has been a director of our company since April 2004.

        Bruce Barman.    Mr. Barman, age 59, has been Senior Vice President, Research and Development, since joining us in 1995.

69

        Alfred R. Boulden.    Mr. Boulden, age 57, has been Senior Vice President, Sales since August 2001. Since joining us in 1991, Mr. Boulden has served in numerous sales positions.

        Charles L. Dawson.    Mr. Dawson, age 47, has been Senior Vice President, National Accounts since August 2001. Since joining us in 1986, Mr. Dawson has served in numerous sales positions.

        Mark Hobson.    Mr. Hobson, age 44, has been Senior Vice President, Marketing since August 2001. Since joining us in 1984, Mr. Hobson has served in numerous sales positions.

        G. Michael Hofmann.    Mr. Hofmann, age 45, has been Senior Vice President, Operations since October 2002. From 1982 until joining our company, Mr. Hofmann was with Hillenbrand Industries, a medical equipment manufacturing division, serving as its Vice President of Engineering from 2001 through 2002, and its Vice President and General Manager, European Capital Business Unit from 1995 through 2000.

        Steven Barnes.    Mr. Barnes, age 44, is a Managing Director at Bain and has been affiliated with Bain since 1988. Since 1988, he has been involved with various leveraged acquisitions and has served in various leadership positions with Bain Companies, including CEO of Dade Behring, President of Executone Business Solutions and President of The Holson Burnes Group. Mr. Barnes presently serves on several boards including Unisource, SigmaKalon, Buhrmann NV, Mattress Holdings Corporation and the Board of Overseers of Children's Hospital in Boston. Prior to 1988, Mr. Barnes was with PricewaterhouseCoopers, where he worked in the Mergers and Mergers Support Group. He has been a director of our company since March 2001.

        Simon E. Brown.    Mr. Brown, age 33, has been an executive of KKR since April 2003. From August 1999 to March 2003, he worked for Madison Dearborn Partners. From September 1997 to June 1999, Mr. Brown attended Harvard University Graduate School of Business Administration. Before attending business school, he worked for Thomas H. Lee Company and Morgan Stanley Capital Partners. Mr. Brown is also a member of the Board of Directors of The Boyds Collection Ltd. He has been a director of our company since April 2004.

        Brian F. Carroll.    Mr. Carroll, age 32, has been an executive of KKR since July 1999. From September 1997 to June 1999, Mr. Carroll attended Stanford University Graduate School of Business. Before attending business school, from March 1995 to July 1997, he worked for KKR. Mr. Carroll is also a member of the Board of Directors of AEP Industries, Inc., Rockwood Specialities Group, Inc., The Boyds Collection Ltd. and Borden Chemical, Inc. He has been a director of our company since April 2004.

        James W. Johnston.    Mr. Johnston, age 57, is President and Chief Executive Officer of Stonemarker Enterprises, Inc., a consulting and investment company. He is a director of Pilot Therapeutics Holdings, Inc. Mr. Johnston was Vice Chairman RJR Nabisco, Inc. from 1995 to 1996. He also served as Chairman and CEO of R. J. Reynolds Tobacco Co. from 1989 to 1995, Chairman of R. J. Reynolds Tobacco Co. from 1995 to 1996 and Chairman of R. J. Reynolds Tobacco International from 1993 to 1996. Mr. Johnston served on the board of RJR Nabisco, Inc. and RJR Nabisco Holdings Corp. from 1992 to 1996. From 1984 until joining Reynolds, Mr. Johnston was Division Executive, Northeast Division, of Citibank, N.A., a subsidiary of Citicorp, where he was responsible for Citibank's New York Banking Division, its banking activities in upstate New York, Maine and Mid-Atlantic regions, and its national student loan business. He has been a director of our company since March 1993.

        Dean B. Nelson.    Mr. Nelson, age 45, has been Chief Executive Officer of Capstone Consulting LLC since March 2000. He is also Chairman of the Board and a director of PRIMEDIA Inc. He is also a director of Yellow Pages Group. From August 1985 to February 2000, Mr. Nelson was employed by Boston Consulting Group, Inc. where he was a Senior Vice President from December 1998 to

70

February 2000 and held various other positions from August 1985 to November 1998. He has been a director of our company since April 2004.

        Scott M. Stuart.    Mr. Stuart, age 44, is a Member of KKR and has worked for KKR since 1986. He is a director of Dayton Power & Light, The Boyds Collection Ltd. and Borden Chemical, Inc. Mr. Stuart received his B.A. in English Literature from Dartmouth College and his M.B.A. from Stanford University. He has been a director of our company since April 2004.

Compensation of Executive Officers

        The following table sets forth information concerning the annual and long-term compensation for services in all capacities to us for each of the years ended November 30, 2003, December 1, 2002 and December 2, 2001, of those persons who served as (i) the chief executive officer during fiscal 2003, 2002 and 2001, and (ii) our other four most highly compensated executive officers for fiscal 2003 (collectively, the "Named Executive Officers"):

SUMMARY COMPENSATION TABLE

	Annual Compensation								Long-Term Compensation
Name and Principal Position	Year	Salary		Bonus		Other Annual Compensation			Restricted Stock Award($)	Securities Underlying Options/SARS		All Other Compensation(b)
Ronald L. Jones Chairman (d)	2003 2002 2001	$ $ $	644,712 678,462 686,129		— — —	$ $ $	24,414 1,138,952 5,551,034	(a) (a) (a)	— — —	— — —		$ $ $	23,885 23,209 15,045
David J. McIlquham Chief Executive Officer and President	2003 2002 2001	$ $ $	518,750 406,920 313,678	$ $	186,775 229,632 —		— — —		— — —	400,000 100,000 —	(c) (c)	$ $ $	23,389 22,387 13,492
Lawrence J. Rogers President, International Bedding Group	2003 2002 2001	$ $ $	284,217 274,725 254,665	$ $	40,587 96,840 —		— — —		— — —	27,000 25,000 —	(c) (c)	$ $ $	21,752 21,024 12,211
James B. Hirshorn Executive VP & CFO	2003 2002 2001	$ $	325,000 18,466 —	$ $	78,000 130,000 —	$	68,137 — —		— — —	250,000 — —	(c)	$ $	13,145 0 —
Charles L. Dawson Sr. VP National Accounts	2003 2002 2001	$ $ $	224,583 220,000 202,524	$ $ $	102,187 46,547 20,000		— — —		— — —	— 50,000 60,000	(c) (c)	$ $ $	17,189 15,554 9,599

(a)

Represents amounts paid on behalf of each of the Named Executive Officers for the following four respective categories of other annual compensation: (i) compensation recorded associated with the exercise of stock options, (ii) compensation associated with the pay out of previously deferred compensation, (iii) relocation expenses incurred and (iv) car and financial planning allowances paid on behalf of the Named Executive Officers. Amounts for each of the Named Executive Officers for each of the four respective preceding categories is as follows: Mr. Jones: (2003-$0, $0, $0, $24,414; 2002-$0, $1,114,538, $0, $24,414; 2001-$5,526,620, $0, $0, $24,414); Mr. Hirshorn: (2003-$0, $0, $68,137, $0).

(b)

Represents amounts paid on behalf of each of the Named Executive Officers for the following three respective categories of compensation: (i) our premiums for life and accidental death and dismemberment insurance, (ii) our premiums for long-term disability benefits, and (iii) our contributions to our defined contribution plans. Amounts for each of the Named Executive Officers for each of the three respective preceding categories is as follows: Mr. Jones: (2003-$2,147, $1,088, $20,650; 2002-$2,171, $1,088, $19,950; 2001-$2,753, $1,292, $11,000); Mr. McIlquham: (2003-$1,651, $1,088, $20,650; 2002-$1,355, $1,082, $19,950; 2001-$1,300, $1,192, $11,000); Mr. Rogers (2003-$947, $901, $19,895; 2002-$914, $879, $19,231; 2001-$1,055, $968, $10,188); Mr. Hirshorn: (2003-$903, $867, $11,375; 2002-$0, $0, $0); Mr. Dawson (2003-$749, $719, $15,721; 2002-$733, $704, $14,117; 2001-$733, $765, $8,101).

(c)

We issued to the Named Executive Officers, ten-year non-qualified stock options to acquire shares of our Class A Common Stock at or above the then current fair market value as follows: on January 28, 2001, 100,000 options to Mr. McIlquham at

71

$12.00; on June 4, 2001, 25,000 options to Mr. Rogers at $12.00; on July 19, 2001, 60,000 options to Mr. Dawson at $8.48; on April 11, 2002, 200,000 options at $5.00 and 200,000 options at $2.50 to Mr. McIlquham; on July 9, 2002, 5,000 options to Mr. Dawson and 27,000 options to Mr. Rogers, each at $5.00; on October 15, 2002, 45,000 options to Mr. Dawson at $4.50; and on January 16, 2003, 250,000 options to Mr. Hirshorn at $5.00.

(d)

Mr. Jones resigned from our Board of Directors and left our employment in April 2004.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

Individual Grants
							Potential Realizable Value At Assumed Annual Rates of Stock Price Appreciation For Option Term(a)
	Number of Securities Underlying Options/ SARS Granted (#)	% of Total Options/ SARS Granted to Employees in Fiscal Year
Name				Exercise or Base Price ($/Sh)		Expiration Date
							5% ($)		10% ($)
Ronald L. Jones Chairman	—	—		$	—	—	$	—	$	—
David J. McIlquham Chief Executive Officer and President	—	—		$	—	—	$	—	$	—
Lawrence J. Rogers President, International Bedding Group	—	—		$	—	—	$	—	$	—
James B. Hirshorn Executive Vice President & Chief Financial Officer	250,000	73	%	$	5.00	1/16/2013	$	785,000	$	1,992,500
Charles L. Dawson Sr. Vice President National Accounts	—	—		$	—	—	$	—	$	—

(a)

Potential Realizable Value is based on certain assumed rates of appreciation from the option exercise price since our Board of Directors determined that the stock's then current value was equal to or less than such option exercise price. These values are not intended to be a forecast of our stock price. Actual gains, if any, on stock option exercises are dependent on the future performance of the stock. There can be no assurance that the amounts reflected in this table will be achieved. In accordance with rules promulgated by the SEC, Potential Realizable Value is based upon the exercise price of the options.

72

AGGREGATED OPTION/SAR EXERCISED IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES

Name	Shares Acquired on Exercise (#)	Value Realized		Number of Securities Underlying Unexercised Options At FY-End (#) Exerciseable/ unexercisable(a)	Value of Unexercised In-the-money Options At FY-End ($) Exercisable/ unexercisable(b)(c)
Ronald L. Jones Chairman	—	$	—	234,000/0	$	601,380/0
David J. McIlquham Chief Executive Officer and President	40,000		—	180,000/460,000	$	580,600/1,200,000
Lawrence J. Rogers President, International Bedding Group	—		—	203,765/36,600	$	1,416,942/37,000
James B. Hirshorn Executive Vice President & Chief Financial Officer	—		—	0/250,000	$	0/437,500
Charles L. Dawson Sr. Vice President National Accounts	19,000		—	53,000/58,000	$	55,250/38,500

(a)

Includes options exercisable within 60 days after December 1, 2003.

(b)

Options are in-the-money if the fair market value of the Common Stock exceeds the exercise price.

(c)

Represents the total gain which would be realized if all in-the-money options beneficially held at December 1, 2003 were exercised, determined by multiplying the number of shares underlying the options by the difference between the per share option exercise price and the estimated fair market value as of December 1, 2003.

Rollover Options and New Options

        All outstanding options, whether or not vested, to purchase Sealy Corporation common stock, other than certain options held by members of management that those members elected to rollover (the "Rollover Options"), were canceled and converted into a right to receive cash consideration upon the completion of the Merger. The Rollover Options, which have an aggregate initial intrinsic value of $24.6 million, represent options to purchase Class A common stock in Sealy Corporation. In July, we expect to grant to these members of management new options to purchase Sealy Corporation Class A common stock (the "New Options") in an amount based on a multiple of the value of the member's Rollover Options. The New Options are to be granted under a stock option plan established after the completion of the Merger that provides for the grant of cash and cashless exercise stock options, stock appreciation rights and/or dividend equivalent rights to management and other key employees on terms and subject to conditions as established by the Human Resources Committee of Sealy Corporation's Board of Directors or certain of the committee's designees. Twenty million shares of Sealy Corporation's Class A common stock are available for grants under the plan. The exercise price for the New Options is the per share transaction value of the common stock in the Merger.

        The New Options are to be granted in part as "time options," which vest and become exercisable ratably on a monthly basis over the first five years following the date of grant, and granted in part as "performance options," which vest and become exercisable over the first five years following the date of grant based upon the achievement of certain EBITDA performance targets, and in any event by the eighth anniversary of the date of grant.

73

        All Rollover Options and New Options, and any common stock for which such options are exercised, are governed by a management stockholders' agreement and a sale participation agreement, which together provide for the following:

•

transfer restrictions until the fifth anniversary of purchase, subject to certain exceptions;



•

a right of first refusal of Sealy Corporation at any time after the fifth anniversary of purchase and prior to a registered public offering of our common stock meeting certain specified criteria;



•

in the event of termination of employment, call and put rights with respect to the Rollover Options and New Options and any common stock for which such options have been exercised;



•

"piggyback" registration rights on behalf of the members of management; and



•

"tag-along" rights on behalf of the members of management and "drag-along" rights for KKR.

Employment Agreements

        Ronald Jones, our former Chairman and Chief Executive Officer, had previously entered into an employment agreement with Sealy Corporation providing for his employment as Chief Executive Officer. The agreement had an initial term of three years and a perpetual two-year term thereafter. The agreement most recently provided for an annual base salary of $530,000, subject to annual increase by Sealy Corporation's Board of Directors, plus a performance bonus and granted Mr. Jones the right to require Sealy Corporation to repurchase certain securities of Sealy Corporation held by Mr. Jones. On April 10, 2002, Mr. Jones stepped down as Chief Executive Officer and entered into a new five-year employment contract which provided him with an annual salary of $644,712 with no bonus, and amended the provision with respect to Sealy Corporation's requirement to repurchase certain securities. This amendment provides a maximum and minimum share price that we will be required to pay. At November 30, 2003, the share price was at its maximum level. In April 2004, Mr. Jones resigned from Sealy Corporation's Board and left our employment. At the end of April, Sealy Corporation paid out to Mr. Jones its remaining liability under his employment contract, other than two years of continuing medical insurance coverage. On May 1, 2002, Mr. McIlquham entered into an employment agreement with Sealy Corporation as Chief Executive Officer. That agreement provides for an annual base salary of $450,000, subject to annual increase by Sealy Corporation's Board of Directors plus a performance bonus between zero and one hundred twenty percent of his base salary. In addition, nine of our other employees, including Lawrence J. Rogers, James B. Hirshorn and Charles L. Dawson, have entered into employment agreements that provide, among other things, a perpetual one-year employment term thereafter, during which such employees will receive base salary (not less than their current salary) and a performance bonus between zero and seventy percent of their base salary (between zero and eighty percent) for Mr. Hirshorn and substantially the same benefits as they received as of the date of such agreements. For the fiscal year ending November 30, 2003, the compensation committee of Sealy Corporation's Board of Directors determined that the bonuses to be paid pursuant to those employment agreements were to be based 70% on our achievement of an Adjusted EBITDA target and 30% on our achievement in net debt reduction. Each such target represented an improvement over our prior year performance.

Remuneration of Directors

        Prior to the Recapitalization, Sealy Corporation reimbursed all directors for any out-of-pocket expenses incurred by them in connection with services provided in such capacity. In addition, Mr. Johnston received an annual retainer of $30,000, reduced by $1,000 for each board meeting not attended, plus $1,000 ($1,250 if he was Committee Chairman) for each board of directors committee meeting attended if such meeting was on a date other than a board meeting date. Following the Recapitalization, we expect to pay cash compensation to all of our non-management directors for their

74

service as members of the board of directors and to reimburse all directors for any out-of-pocket expenses incurred by them in connection with services provided in such capacity.

Deferred Compensation Agreements

        On December 18, 1997, Mr. Jones entered into a deferred compensation agreement with us pursuant to which Mr. Jones elected to defer $1,114,538 of compensation. Pursuant to the terms of Mr. Jones' April 10, 2002 employment agreement that $1,114,538 was paid to Mr. Jones on July 1, 2002. In addition, on December 18, 1997, two current employees, including Lawrence J. Rogers, entered into deferred compensation agreements with us pursuant to which such employees elected to defer an aggregate $188,212 of compensation, which was paid out as part of the Recapitalization.

Severance Benefit Plans

        Effective December 1, 1992, Sealy Corporation established the Sealy Executive Severance Benefit Plan (the "Executive Severance Plan") for employees in certain salary grades. Benefit eligibility includes, with certain exceptions, termination as a result of a permanent reduction in work force or the closing of a plant or other facility, termination for inadequate job performance, termination of employment by the participant following a reduction in base compensation, reduction in salary grade which would result in the reduction in potential plan benefits or involuntary transfer to another location. Benefits include cash severance payments calculated using various multipliers varying by salary grade, subject to specified minimums and maximums depending on such salary grades. Such cash severance payments are made in equal semi-monthly installments calculated in accordance with the Executive Severance Plan until paid in full. Certain executive-level officers would be entitled to a minimum of one-year's salary and a maximum of two-year's salary under the Executive Severance Plan. However, if a participant becomes employed prior to completion of the payment of benefits, such semi-monthly installments shall be reduced by the participant's base compensation for the corresponding period from the participant's new employer. Participants receiving cash severance payments under the Executive Severance Plan also would receive six months of contributory health and dental coverage and six months of group term life insurance coverage.

        We currently follow the terminal accrual approach to accounting for severance benefits under the Executive Severance Plan and record the estimated cost of these benefits as expense at the date of the event giving rise to payment of the benefits.

        In addition, certain executives and other employees are eligible for benefits under our severance benefit plans and certain other agreements, which provide for cash severance payments equal to their base salary and, in some instances, bonuses (from periods ranging from two weeks to two years) and for the continuation of certain benefits. In July of 2002 our Board of Directors provided 12 company employees with a waiver of our stock repurchase right and a cashless exercise program (utilizing stock owned for at least six months) for stock acquired under our stock option program, if the employee's employment with us terminates as the result of death, disability or retirement.

Management Incentive Plan

        We provide performance-based compensation awards to executive officers and key employees for achievement each year as part of a bonus plan. Such compensation awards are a function of individual performance and corporate results. The qualitative and quantitative criteria will be determined from time to time by our Board of Directors and currently include such factors as EBITDA and net debt level.

75

PRINCIPAL STOCKHOLDERS

        Sealy Mattress Corporation owns 100% of the capital stock of Sealy Mattress Company, and Sealy Corporation owns 100% of the capital stock of Sealy Mattress Corporation.

        The following table and accompanying footnotes show information regarding the beneficial ownership of Sealy Mattress Corporation common stock as of June 15, 2004 by (i) each person known by us to beneficially own more than 5% of the outstanding shares of Sealy Mattress Corporation common stock, (ii) each of our directors, (iii) each named executive officer and (iv) all directors and executive officers as a group. Unless otherwise indicated, the address of each person named in the table below is c/o Sealy Mattress Corporation, One Office Parkway, Trinity, North Carolina 27370.

	Beneficial Ownership of Sealy Mattress Corporation Common Stock(1)	Percentage of Sealy Mattress Corporation Common Stock
Name and Address of Beneficial Owner
KKR Millennium GP LLC(2)	915.7521	91.58	%
Steven Barnes(3)	42.2860	4.23	%
Simon E. Brown(2)	915.7521	91.58	%
Brian F. Carroll(2)	915.7521	91.58	%
James W. Johnston	—	—
Dean B. Nelson	—	—
Scott M. Stuart(2)	915.7521	91.58	%
Charles Dawson(4)	2.9491	*
James B. Hirshorn(4)	6.7227	*
David J. McIlquham(4)	17.2487	1.72	%
Lawrence J. Rogers(4)	2.1573	*
Directors and executive officers as a group (16 persons)(4)(5)	959.9865	96.00	%

*

Less than one percent

(1)

The amounts and percentages of Sealy Mattress Corporation common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a "beneficial owner" of a security if that person has or shares "voting power," which includes the power to vote or to direct the voting of such security, or "investment power," which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Under these rules, more than one person may be deemed to be a beneficial owner of such securities as to which such person has an economic interest.

(2)

Sealy Mattress Corporation shares shown as beneficially owned by KKR Millennium GP LLC reflect shares of common stock of Sealy Corporation owned of record by KKR Millennium Fund L.P. KKR Millennium GP LLC is the general partner of KKR Associates Millennium L.P., which is the general partner of the KKR Millennium Fund L.P. Messrs. Henry R. Kravis, George R. Roberts, James H. Greene, Jr., Paul E. Raether, Michael W. Michelson, Perry Golkin, Scott Stuart, Edward A. Gilhuly, Johannes P. Huth, Todd A. Fisher, Alexander Navab, Jr., Marc Lipschultz and Jacques Garaialde, as members of KKR Millennium GP LLC, may be deemed to share beneficial ownership of any shares beneficially owned by KKR Millennium GP LLC, but disclaim such beneficial ownership. Messrs. Simon E. Brown and Brian F. Carroll are directors of Sealy Mattress Corporation and executives of KKR. They disclaim beneficial ownership of any Sealy Mattress Corporation shares beneficially owned by KKR. The address of KKR Millennium GP LLC and

76

each individual listed above is c/o Kohlberg Kravis Roberts & Co., L.P., 9 West 57th Street, New York, New York 10019.

(3)

Sealy Mattress Corporation shares shown as beneficially owned by Mr. Steven Barnes reflect the aggregate number of shares of common stock of Sealy Corporation held, or beneficially held, by Bain Capital Fund V, L.P. ("Fund V"), Bain Capital Partners V ("BCPV"), BCIP Trust Associates, L.P. ("BCIP Trust") and BCIP Associates ("BCIP"). BCPV holds an interest in Sealy Investors 1, LLC, Sealy Investors 2, LLC and Sealy Investors 3, LLC (the "LLCs") and will receive a distribution of shares of common stock of Sealy Corporation from the LLCs in the future. Mr. Barnes is a Managing Director of Bain Capital Investors V., Inc., the sole general partner of BCPV, and is a limited partner of BCPV, the sole general partner of Fund V. Accordingly, Mr. Barnes may be deemed to beneficially own shares owned by BCPV and Fund V. In addition, Mr. Barnes is a general partner of BCIP and BCIP Trust and, accordingly, may be deemed to beneficially own shares owned by such funds. Mr. Barnes disclaims beneficial ownership of any such shares in which he does not have a pecuniary interest. The address of Mr. Barnes is c/o Bain Capital LLC, 111 Huntington Avenue, Boston, Massachusetts 02199.

(4)

Sealy Mattress Corporation shares shown as beneficially owned reflect shares of common stock of Sealy Corporation underlying exercisable stock options held by such individual.

(5)

The executive officers consist of Messrs. McIlquham, Claypool, Rogers, Walker, Hirshorn, Barman, Boulden, Dawson, Hobson and Hofmann.

77

CERTAIN TRANSACTIONS

Stockholders Agreement

        In connection with the Merger, Sealy Corporation, KKR, and the Rollover Stockholders entered into a stockholders agreement that governs the terms and conditions upon which the Rollover Stockholders may transfer their shares of Common Stock, in addition to other shareholding matters.

        Under the stockholders agreement, for the first two years after the Merger, the Rollover Stockholders are restricted from transferring, other than to their respective affiliates or members who agree to become parties to the agreement, their respective shares of Sealy Corporation common stock. Furthermore, after such two-year period, for three additional years thereafter, any proposed transfers of Sealy Corporation common stock by a Rollover Stockholder (other than those to affiliates or effected pursuant to the "tag-along" or "drag-along" rights discussed below) will be subject to a right of first refusal by KKR. If Sealy Corporation sells or issues to KKR or its affiliates shares of common stock, securities convertible into or exchangeable for common stock or options warrants or other rights to acquire common stock, the Rollover Stockholders are allowed to participate on a proportionate basis.

        The stockholders agreement grants to the Rollover Stockholders "tag-along" rights, and to KKR, "drag-along" rights, in each case in connection with transfers by KKR of its Sealy Corporation common stock. In connection with such transfers, a Rollover Stockholder may sell concurrently with KKR, upon notice to KKR and on terms no less favorable than those granted to KKR, a certain number of shares calculated based upon the amount of shares proposed to be sold by KKR and the percentage of shares held by such Rollover Stockholder relative to the total number of shares held by the Rollover Stockholders, KKR and other persons entitled to "tag-along" rights in such transfer, collectively. Similarly, in the event KKR decides to transfer more than 50% of its shares to a non-affiliate, the Rollover Stockholders may be required to sell, on the same terms and conditions as KKR, a proportionate number of shares held by them.

        Under the stockholders agreement, the Rollover Stockholders were also granted "piggyback" registration rights in connection with registered resales by KKR of its Sealy Corporation common stock.

        In addition to the transferability restrictions discussed above, provided the Rollover Stockholders hold at least 5% of the outstanding common stock of Sealy Corporation, for the first two years after the Merger, Bain Capital shall have, pursuant to the stockholders agreement, the right to designate one member of Sealy Corporation's board of directors. Steven Barnes is Bain Capital's current board designee.

Registration Rights Agreement

        In connection with the Recapitalization, Sealy Corporation entered into a registration rights agreement with Sealy Holding LLC, a KKR controlled entity, pursuant to which KKR (through Sealy Holding LLC, and KKR's transferees, to the extent they agree to be bound by the agreement) will have the right to register its shares for sale with the SEC along with Sealy Corporation in the event that Sealy Corporation registers common stock for sale to the public. In addition, the agreement also provides KKR with an unlimited number of demand registration rights at any time upon written request, subject to certain limitations. Sealy Corporation is required to pay registration expenses in the event it registers shares of common stock for sale to the public and in connection with the first six registrations undertaken pursuant to KKR's demand registration rights. To the extent any other holders of Class A common stock are granted registration rights more favorable than those of KKR under the agreement, the agreement will be deemed automatically amended to provide that KKR is granted similar rights.

78

Management Stockholder's Agreement

        In connection with the Merger, Sealy Corporation allowed certain members of management (each, a "Member") to rollover options granted under its pre-existing stock option plan. Concurrently with the rollover, each Member entered into a management stockholder's agreement and sale participation agreement (discussed below) which together allow for the issuance of new options under Sealy Corporation's 2004 stock option plan and set forth the restrictions and rights with respect to the transfer and sale of the Members' options and underlying shares. Under the management stockholder's agreement, Members may not, absent a change of control of Sealy Corporation, transfer any shares of common stock until five years after the Merger, except for (i) certain transfers permitted upon the death or disability of the Member or upon termination of his or her employment; (ii) sales pursuant to an effective registration statement where the Member has exercised its "piggyback" registration rights granted under the management stockholder's agreement; and (iii) "tag-along" or "drag-along" transfers completed pursuant to the sale participation agreement. In addition to these restrictions, if at any time after the five-year period and prior to a qualified public offering the Member receives a third-party offer to purchase his or her stock, Sealy Corporation has a right of refusal to purchase such shares on the same terms and conditions as set forth in the offer. In entering into the management stockholder's agreement, each Member agreed to be bound by certain non-compete provisions during his or her employment and for eighteen months thereafter.

Sale Participation Agreement

        KKR (through Sealy Holding LLC) has entered into a sale participation agreement with each Member of management electing rollover options in connection with the Merger. The sale participation agreement grants to the Member or its estate or trust the right to participate in any sale for cash or other consideration of shares of common stock by KKR occurring prior to the fifth anniversary of the first public offering of Sealy Corporation common stock. The Member or its estate or trust will be able to sell the maximum number of shares of common stock owned by such stockholder or which can be acquired under exercisable options that is proportional to the number of shares being sold by KKR in relation to the number of shares it then owns. Similarly, in the event of a proposed sale of common stock by KKR, KKR may require the Member or its estate or trust to sell in such transaction up to the number of shares described above.

Management Services Agreement with KKR

        In connection with the Recapitalization, Sealy Mattress Company entered into a management services agreement with KKR pursuant to which KKR provides certain structuring, consulting and management advisory services to us. Pursuant to this agreement, KKR received a transaction fee of $25 million upon the closing of the Recapitalization and will receive an advisory fee of $2 million payable annually, such amount to increase by 5% per year. We are required to indemnify KKR and its affiliates, directors, officers and representatives for losses relating to the services contemplated by the management services agreement and the engagement of KKR pursuant to, and the performance by KKR of the services contemplated by, the management services agreement.

Existing Agreements

        Pursuant to the terms of the Merger agreement, Sealy Corporation's existing stockholders agreement and registration rights agreement with Bain, Harvard Private Capital Holdings, Inc., Sealy Investors 1, LLC, Sealy Investors 2, LLC and Sealy Investors 3, LLC, as well as its existing management services agreement with Bain, were terminated.

79

DESCRIPTION OF CERTAIN INDEBTEDNESS

Senior Secured Credit Facilities

        On the closing date of the Merger, we entered into new senior secured credit facilities with J.P. Morgan Securities Inc. and Goldman Sachs Credit Partners L.P., as joint lead arrangers and joint bookrunners, and the lenders signatory thereto. JPMorgan Chase Bank acts as administrative agent and Goldman Sachs Credit Partners L.P. acts as syndication agent and General Electric Capital Corporation and RBC Capital Markets (a tradename of Royal Bank of Canada for wholesale banking purposes) act as co-documentation agents.

        Our senior secured credit facilities consist of:

•

A $125.0 million senior secured revolving credit facility with a six-year maturity; and



•

A $560.0 million senior secured term loan facility with an eight-year maturity.

        Our senior secured credit facilities permit the Issuer to incur, and the indenture governing the notes does not prohibit the Issuer from incurring, up to $100.0 million of additional term loans or revolving credit loans in the future, although none of the lenders under our senior secured credit facilities are obligated to make such additional credit available to the Issuer.

        Security and guarantees.    The Issuer's obligations under the senior secured credit facilities are unconditionally and irrevocably guaranteed jointly and severally by the Issuer's current and future domestic subsidiaries, certain current and future domestic subsidiaries and by Sealy Mattress Corporation.

        The Issuer's obligations under the senior secured credit facilities, and the guarantees of those obligations, are secured by substantially all of the Issuer's and Sealy Mattress Corporation's assets and substantially all of the assets of each of the Issuer's current and future domestic subsidiaries, including but not limited to:

•

a first priority pledge of 100% of the Issuer's capital stock and 100% of the capital stock of each of the Issuer's current and future domestic subsidiaries; and



•

a first priority security interest in 65% of the capital stock of each direct foreign subsidiary of the Issuer.

        Interest rates and fees.    Borrowings under the senior secured credit facilities bear interest as follows:

•

Revolving credit facility: initially (a) in the case of loans with an interest rate based on the applicable base rate ("ABR"), the ABR plus an applicable margin or (b) in the case of loans with an interest rate based on the eurodollar rate, the eurodollar rate plus an applicable margin, and, after completion of one full fiscal quarter after the closing of the Merger, such applicable margins will be subject to reduction if we attain certain leverage ratios; and



•

Term loan facility: initially (a) in the case of loans with an interest rate based on the ABR, the ABR plus an applicable margin or (b) in the case of loans with an interest rate based on the eurodollar rate, the eurodollar rate plus an applicable margin and, after completion of one full fiscal quarter after the closing of the Merger, such applicable margins will be subject to reduction if we attain certain leverage ratios.

        The senior secured credit facilities also provide for the payment to the lenders of a commitment fee on average daily unused commitments under the revolving credit facility at a rate initially equal to ¹/2 of 1% per annum. After the completion of one full fiscal quarter after the closing of the Merger, such commitment fee will be subject to reduction if we attain certain leverage ratios.

80

        Scheduled amortization payments and mandatory prepayments.    The term loan facility provides for quarterly amortization payments in an aggregate annual amount equal to 1% of the original principal amount thereof during the first seven years, with the balance of the facility to be repaid at final maturity.

        In addition, the senior secured credit facility requires us to prepay outstanding term loans (and, after the term loans have been repaid in full, to prepay outstanding revolving credit loans), subject to certain exceptions, with:

•

100% of the net proceeds of certain asset sales or other dispositions by the Issuer or its subsidiaries;



•

50% of excess cash flow (as defined in the credit agreement), subject to reductions to a lower percentage if we achieve certain performance targets; and



•

100% of the net proceeds of certain debt issuances by Sealy Mattress Corporation, the Issuer or its subsidiaries.

        Voluntary prepayments.    The senior secured credit facilities provide for voluntary prepayments of the loans and voluntary reductions of the unutilized portion of the commitments under the revolving credit facility, without penalty, subject to certain conditions pertaining to minimum notice and payment/reduction amounts.

        Covenants.    The senior secured credit facilities contain financial, affirmative and negative covenants that we believe are usual and customary for a senior secured credit agreement. The negative covenants in the new senior secured credit facilities include, among other things, limitations (each of which are subject to customary exceptions for financings of this type) on our ability to:

•

declare dividends and make other distributions;



•

redeem and repurchase our capital stock;



•

prepay, redeem and repurchase the notes;



•

make loans and investments (including acquisitions);



•

incur additional indebtedness;



•

grant liens;



•

enter into sale-leaseback transactions;



•

modify the terms of the notes;



•

restrict dividends from our subsidiaries;



•

enter into new lines of business;



•

recapitalize, merge, consolidate or enter into acquisitions;



•

sell our assets; and



•

enter into transactions with our affiliates.

        The senior secured credit facilities also contain the following financial covenants:

•

a maximum net leverage ratio;



•

a minimum interest coverage ratio; and



•

a maximum capital expenditure limitation.

81

        Events of Default.    The senior secured credit facilities contain certain customary events of default (subject to grace periods, as appropriate) including among others:

•

nonpayment of principal or interest;



•

breach of the financial, affirmative or negative covenants;



•

material breach of the representations or warranties;



•

cross-default and cross-acceleration to other material indebtedness;



•

bankruptcy or insolvency;



•

material judgments entered against our parent, us or any of our subsidiaries;



•

certain ERISA violations;



•

actual or asserted invalidity of the security documents or guarantees associated with the new senior secured credit facilities; and



•

a change of control (as defined in the new senior secured credit facilities).

Senior Unsecured Term Loan

        In addition to entering into the senior secured credit facilities, on the closing date of the Merger we also entered into a $100.0 million senior unsecured term loan facility with J.P. Morgan Securities Inc. and Goldman Sachs Credit Partners L.P., as joint lead arrangers and joint bookrunners. The senior unsecured term loan will have a nine-year maturity and will provide for no amortization of principal.

        Security and guarantees.    The Issuer's obligations under the senior unsecured term loan are unconditionally and irrevocably guaranteed jointly and severally by the same entities securing our senior secured credit facilities. Unlike the senior secured credit facilities, the Issuer's obligations under senior unsecured term loan are unsecured.

        Interest rates.    The senior unsecured term loan bears interest at the Issuer's choice of the Eurodollar rate or adjusted based rate, plus an applicable margin, subject to adjustment based on a pricing grid.

        Mandatory prepayments.    The senior unsecured term loan requires us to offer to prepay upon a change of control (as defined in the indenture governing the notes). In addition, we are required to offer to prepay amounts outstanding under the senior unsecured term loan with the net proceeds of certain asset sales or other dispositions by the Issuer or its subsidiaries not used to prepay senior debt or make acquisitions.

        Voluntary prepayments.    The senior unsecured term loan will provide for voluntary prepayment, in whole or in part, at any time (at a premium if during the first three years after the closing date).

        Covenants.    The senior unsecured term loan contains restrictive covenants that are substantially similar to the covenants under our senior secured credit facilities, except for (1) certain covenants that relate to our ability to:

•

sell our assets;



•

declare dividends and make other distributions;



•

redeem and repurchase our capital stock;



•

prepay, redeem and repurchase the notes; and

82

•

make loans and investments (including acquisitions);

which are substantially similar to related covenants in the indenture governing the notes but additionally apply to Sealy Mattress Corporation and (2) a covenant which restricts our ability to incur additional indebtedness, which combines elements of the corresponding restrictions in the indenture and the senior secured credit facilities. The senior unsecured term loan does not contain any financial maintenance covenants or covenants relating to collateral.

        Events of Default.    The senior unsecured term loan contains certain customary events of default (subject to grace periods, as appropriate). These events of default are substantially similar to the events of default contained in the credit agreement which governs our senior secured credit facilities, except that under the senior unsecured term loan:

•

an event of default is caused by a payment default on or acceleration of other material indebtedness;



•

no events of default are related to collateral; and



•

a change of control (substantially as defined in the indenture governing the notes) does not operate as an event of default.

83

THE EXCHANGE OFFER

General

        We hereby offer, upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal (which together constitute the exchange offer), to exchange up to $390.0 million aggregate principal amount of our 8.25% Senior Subordinated Notes due 2014, which we refer to in this prospectus as the outstanding notes, for a like aggregate principal amount of our 8.25% Senior Subordinated Exchange Notes due 2014, which we refer to in this prospectus as the exchange notes, properly tendered on or prior to the expiration date and not withdrawn as permitted pursuant to the procedures described below. The exchange offer is being made with respect to all of the outstanding notes.

        As of the date of this prospectus $390.0 million aggregate principal amount of the outstanding notes is outstanding. This prospectus, together with the letter of transmittal, is first being sent on or about                    , 2004 to all holders of outstanding notes known to us. Our obligation to accept outstanding notes for exchange pursuant to the exchange offer is subject to certain conditions set forth under "—Certain Conditions to the Exchange Offer" below. We currently expect that each of the conditions will be satisfied and that no waivers will be necessary.

Purpose and Effect of the Exchange Offer

        We and the guarantors have entered into a registration rights agreement with the initial purchasers of the outstanding notes in which we and the guarantors agreed, under some circumstances, to file a registration statement relating to an offer to exchange the outstanding notes for exchange notes. We also agreed to use all commercially reasonable efforts to cause the exchange offer registration statement to become effective under the Securities Act no later than 180 days after the closing date and to keep the exchange offer open for a period of 30 days. The exchange notes will have terms substantially identical to the outstanding notes, except that the exchange notes will not contain terms with respect to transfer restrictions, registration rights and special interest for failure to observe certain obligations in the registration rights agreement. The outstanding notes were issued on April 6, 2004.

        Under certain circumstances set forth in the registration rights agreement, we will use all commercially reasonable efforts to cause the SEC to declare effective a shelf registration statement with respect to the resale of the outstanding notes and keep the registration statement effective for up to two years after the date on which such shelf registration statement becomes effective.

        If we fail to comply with certain obligations under the registration rights agreement, we will be required to pay special interest to holders of the outstanding notes.

        Each holder of outstanding notes that wishes to exchange outstanding notes for transferable exchange notes in the exchange offer will be required to make the following representations:

•

any exchange notes will be acquired in the ordinary course of its business;



•

the holder will have no arrangements or understanding with any person to participate in the distribution of the exchange notes within the meaning of the Securities Act;



•

the holder is not an "affiliate," as defined in Rule 405 of the Securities Act, of the Issuer or if it is an affiliate, that it will comply with applicable registration and prospectus delivery requirements of the Securities Act to the extent applicable;



•

if the holder is not a broker-dealer, that it is not engaged in, and does not intend to engage in, the distribution of the exchange notes; and



•

if the holder is a broker-dealer, that it will receive exchange notes for its own account in exchange for outstanding notes that were acquired as a result of market-making activities or

84

other trading activities and that it will be required to acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. See "Plan of Distribution."

Resale of Exchange Notes

        Based on interpretations of the SEC staff set forth in no action letters issued to unrelated third parties, we believe that exchange notes issued under the exchange offer in exchange for outstanding notes may be offered for resale, resold and otherwise transferred by any exchange note holder without compliance with the registration and prospectus delivery provisions of the Securities Act, if:

•

the holder is not an "affiliate" of the Issuer within the meaning of Rule 405 under the Securities Act;



•

the exchange notes are acquired in the ordinary course of the holder's business; and



•

the holder does not intend to participate in the distribution of the exchange notes.

        Any holder who tenders in the exchange offer with the intention of participating in any manner in a distribution of the exchange notes:

•

cannot rely on the position of the staff of the SEC set forth in Morgan Stanley & Co. Incorporated (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the SEC's letter to Shearman & Sterling, dated July 2, 1993, or similar no-action letters; and



•

must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.

        This prospectus may be used for an offer to resell, for the resale or for other retransfer of exchange notes only as specifically set forth in this prospectus. With regard to broker-dealers, only broker-dealers that acquired the outstanding notes as a result of market-making activities or other trading activities may participate in the exchange offer. Each broker-dealer that receives exchange notes for its own account in exchange for outstanding notes, where the outstanding notes were acquired by the broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. Please read the section captioned "Plan of Distribution" for more details regarding the transfer of exchange notes.

Terms of the Exchange Offer

        Upon the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal, we will accept for exchange any outstanding notes properly tendered and not withdrawn prior to the expiration date. We will issue $1,000 principal amount of exchange notes in exchange for each $1,000 principal amount of outstanding notes surrendered under the exchange offer. Outstanding notes may be tendered only in integral multiples of $1,000.

        The form and terms of the exchange notes will be substantially identical to the form and terms of the outstanding notes except the exchange notes will be registered under the Securities Act, will not bear legends restricting their transfer and will not provide for any additional amounts upon our failure to fulfill our obligations under the registration rights agreement to file, and cause to be effective, a registration statement. The exchange notes will evidence the same debt as the outstanding notes. The exchange notes will be issued under and entitled to the benefits of the same indenture that authorized the issuance of the outstanding notes. Consequently, the outstanding notes and the exchange notes will be treated as a single class of debt securities under the indenture.

        The exchange offer is not conditioned upon any minimum aggregate principal amount of outstanding notes being tendered for exchange.

85

        As of the date of this prospectus, $390.0 million aggregate principal amount of the outstanding notes are outstanding. This prospectus and a letter of transmittal are being sent to all registered holders of outstanding notes. There will be no fixed record date for determining registered holders of outstanding notes entitled to participate in the exchange offer.

        We intend to conduct the exchange offer in accordance with the provisions of the registration rights agreement, the applicable requirements of the Securities Act and the Securities Exchange Act of 1934 and the rules and regulations of the SEC. Outstanding notes that are not tendered for exchange in the exchange offer will remain outstanding and continue to accrue interest and will be entitled to the rights and benefits the holders have under the indenture relating to the outstanding notes and the registration rights agreement, except for any rights under the registration rights agreement that by their terms terminate upon the consummation of the exchange offer.

        We will be deemed to have accepted for exchange properly tendered outstanding notes when we have given oral or written notice of the acceptance to the exchange agent. The exchange agent will act as agent for the tendering holders for the purposes of receiving the exchange notes from us and delivering exchange notes to the holders. Under the terms of the registration rights agreement, we reserve the right to amend or terminate the exchange offer, and not to accept for exchange any outstanding notes not previously accepted for exchange, upon the occurrence of any of the conditions specified below under the caption "—Certain Conditions to the Exchange Offer."

        Holders who tender outstanding notes in the exchange offer will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes with respect to the exchange of outstanding notes. We will pay all charges and expenses, other than certain applicable taxes described below, in connection with the exchange offer. It is important that you read the section labeled "—Fees and Expenses" below for more details regarding fees and expenses incurred in the exchange offer.

Expiration Date; Extensions; Amendments

        The exchange offer will expire at 5:00 p.m., New York City time on                    , 2004, unless in our sole discretion we extend it.

        In order to extend the exchange offer, we will notify the exchange agent orally or in writing of any extension. We will notify the registered holders of outstanding notes of the extension by press release or other public announcement no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration date.

        We reserve the right, in our sole discretion:

•

to delay accepting for exchange any outstanding notes;



•

to extend the exchange offer or to terminate the exchange offer and to refuse to accept outstanding notes not previously accepted if any of the conditions set forth below under "—Certain Conditions to the Exchange Offer" have not been satisfied, by giving oral or written notice of the delay, extension or termination to the exchange agent; or



•

under the terms of the registration rights agreement, to amend the terms of the exchange offer in any manner.

        Any delay in acceptance, extension, termination, or amendment will be followed as promptly as practicable by oral or written notice to the registered holders of outstanding notes. If we amend the exchange offer in a manner that we determine constitutes a material change, we will promptly disclose the amendment in a manner reasonably calculated to inform the holder of outstanding notes of the amendment.

86

        Without limiting the manner in which we may choose to make public announcements of any delay in acceptance, extension, termination or amendment of the exchange offer, we will have no obligation to publish, advertise, or otherwise communicate any public announcement, other than by making a timely release to a financial news service.

Certain Conditions to the Exchange Offer

        Despite any other term of the exchange offer, we will not be required to accept for exchange, or issue any exchange notes for, any outstanding notes, and we may terminate the exchange offer as provided in this prospectus before accepting any outstanding notes for exchange if in our reasonable judgment:

•

the exchange notes to be received will not be tradable by the holder without restriction under the Securities Act, the Securities Exchange Act, and without material restrictions under the blue sky or securities laws of substantially all of the states of the United States;



•

the exchange offer, or the making of any exchange by a holder of outstanding notes, violates applicable law or any applicable interpretation of the staff of the SEC; or



•

any action or proceeding has been instituted or threatened in any court or by or before any governmental agency with respect to the exchange offer that, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer.

        In addition, we will not be obligated to accept for exchange the outstanding notes of any holder that has not made to us:

•

the representations described under "—Purpose and Effect of the Exchange Offer," "—Procedures for Tendering" and "Plan of Distribution"; and



•

such other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to make available to it an appropriate form for registration of the exchange notes under the Securities Act.

        We expressly reserve the right, at any time or at various times, to extend the period of time during which the exchange offer is open. Consequently, we may delay acceptance of any outstanding notes by giving oral or written notice of the extension to their holders. During any such extensions, all notes previously tendered will remain subject to the exchange offer, and we may accept them for exchange. We will return any outstanding notes that we do not accept for exchange for any reason without expense to their tendering holder as promptly as practicable after the expiration or termination of the exchange offer.

        We expressly reserve the right to amend or terminate the exchange offer, and to reject for exchange any outstanding notes not previously accepted for exchange, upon the occurrence of any of the conditions of the exchange offer specified above. We will give oral or written notice of any extension, amendment, nonacceptance, or termination to the holders of the outstanding notes as promptly as practicable. In the case of any extension, such notice will be issued no later than 9:00 a.m., New York City time, on the business day after the previously scheduled expiration date.

        These conditions are for our sole benefit and we may assert them regardless of the circumstances that may give rise to them or waive them in whole or in part at any or at various times in our sole discretion. If we fail at any time to exercise any of the foregoing rights, this failure will not constitute a waiver of this right. Each right will be deemed an ongoing right that we may assert at any time or at various times.

        In addition, we will not accept for exchange any outstanding notes tendered, and will not issue exchange notes in exchange for any outstanding notes, if at the time any stop order will be threatened

87

or in effect with respect to the registration statement of which this prospectus constitutes a part or the qualification of the indenture under the Trust Indenture Act of 1939.

Procedures for Tendering

        Only a holder of outstanding notes may tender the outstanding notes in the exchange offer. To tender in the exchange offer, a holder must:

•

complete, sign and date the accompanying letter of transmittal, or a facsimile of the letter of transmittal; have the signature on the letter of transmittal guaranteed if the letter of transmittal so requires; and mail or deliver the letter of transmittal or facsimile to the exchange agent prior to the expiration date; or



•

comply with DTC's Automated Tender Offer Program procedures described below.

        In addition, either:

•

the exchange agent must receive certificates for the outstanding notes along with the accompanying letter of transmittal prior to the expiration date; or



•

the exchange agent must receive, prior to the expiration date, a timely confirmation of book-entry transfer of the outstanding notes into the exchange agent's account at DTC according to the procedures for book-entry transfer described below or a properly transmitted agent's message; or



•

the holder must comply with the guaranteed delivery procedures described below.

        To be tendered effectively, the exchange agent must receive any physical delivery of a letter of transmittal and other required documents at the address set forth below under "—Exchange Agent" prior to the expiration date.

        The tender by a holder that is not withdrawn prior to the expiration date will constitute an agreement between the holder and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the accompanying letter of transmittal.

        The method of delivery of outstanding notes, the letter of transmittal and all other required documents to the exchange agent is at the holder's election and risk. Rather than mail these items, we recommend that holders use an overnight or hand delivery service. In all cases, holders should allow sufficient time to assure delivery to the exchange agent before the expiration date. Holders should not send the letter of transmittal or outstanding notes to us. Holders may request their respective brokers, dealers, commercial banks, trust companies or other nominees to effect the above transactions for them.

        Any beneficial owner whose outstanding notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact the registered holder promptly and instruct it to tender on the owner's behalf. If the beneficial owner wishes to tender on its own behalf, it must, prior to completing and executing the accompanying letter of transmittal and delivering its outstanding notes either:

•

make appropriate arrangements to register ownership of the outstanding notes in such owner's name; or



•

obtain a properly completed bond power from the registered holder of outstanding notes.

        The transfer of registered ownership may take considerable time and may not be completed prior to the expiration date.

88

        Signatures on a letter of transmittal or a notice of withdrawal described below must be guaranteed by a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or another "eligible institution" within the meaning of Rule 17Ad-15 under the Exchange Act, unless the outstanding notes are tendered:

•

by a registered holder who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on the accompanying letter of transmittal; or



•

for the account of an eligible institution.

        If the accompanying letter of transmittal is signed by a person other than the registered holder of any outstanding notes listed on the outstanding notes, the outstanding notes must be endorsed or accompanied by a properly completed bond power. The bond power must be signed by the registered holder as the registered holder's name appears on the outstanding notes and an eligible institution must guarantee the signature on the bond power.

        If the accompanying letter of transmittal or any outstanding notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, these persons should so indicate when signing. Unless waived by us, they should also submit evidence satisfactory to us of their authority to deliver the accompanying letter of transmittal.

        The exchange agent and DTC have confirmed that any financial institution that is a participant in DTC's system may use DTC's Automated Tender Offer Program to tender. Participants in the program may, instead of physically completing and signing the accompanying letter of transmittal and delivering it to the exchange agent, transmit their acceptance of the exchange offer electronically. They may do so by causing DTC to transfer the outstanding notes to the exchange agent in accordance with its procedures for transfer. DTC will then send an agent's message to the exchange agent. The term "agent's message" means a message transmitted by DTC, received by the exchange agent and forming part of the book-entry confirmation, to the effect that:

•

DTC has received an express acknowledgment from a participant in its Automated Tender Offer Program that is tendering outstanding notes that are the subject of the book-entry confirmation;



•

the participant has received and agrees to be bound by the terms of the accompanying letter of transmittal, or, in the case of an agent's message relating to guaranteed delivery, that the participant has received and agrees to be bound by the applicable notice of guaranteed delivery; and



•

the agreement may be enforced against that participant.

        We will determine in our sole discretion all outstanding questions as to the validity, form, eligibility, including time or receipt, acceptance of tendered outstanding notes and withdrawal of tendered outstanding notes. Our determination will be final and binding. We reserve the absolute right to reject any outstanding notes not properly tendered or any outstanding notes the acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to particular outstanding notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the accompanying letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of outstanding notes must be cured within such time as we will determine. Although we intend to notify holders of defects or irregularities with respect to tenders of outstanding notes, neither we, the exchange agent, nor any other person will incur any liability for failure to give the notification. Tenders of outstanding notes will not be deemed made until any defects or irregularities have been cured or waived. Any outstanding notes received by the exchange agent that

89

are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned to the exchange agent without cost to the tendering holder, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date.

        In all cases, we will issue exchange notes for outstanding notes that we have accepted for exchange under the exchange offer only after the exchange agent timely receives:

•

outstanding notes or a timely book-entry confirmation of the outstanding notes into the exchange agent's account at DTC; and



•

a properly completed and duly executed letter of transmittal and all other required documents or a properly transmitted agent's message.

        By signing the accompanying letter of transmittal or authorizing the transmission of the agent's message, each tendering holder of outstanding notes will represent or be deemed to have represented to us that, among other things:

•

any exchange notes that the holder receives will be acquired in the ordinary course of its business;



•

the holder has no arrangement or understanding with any person or entity to participate in the distribution of the exchange notes;



•

if the holder is not a broker-dealer, that it is not engaged in and does not intend to engage in the distribution of the exchange notes;



•

if the holder is a broker-dealer that will receive exchange notes for its own account in exchange for outstanding notes that were acquired as a result of market-making activities or other trading activities, that it will deliver a prospectus, as required by law, in connection with any resale of any exchange notes. See "Plan of Distribution"; and



•

the holder is not an "affiliate," as defined in Rule 405 of the Securities Act, of ours or, if the holder is an affiliate, it will comply with any applicable registration and prospectus delivery requirements of the Securities Act.

Book-Entry Transfer

        The exchange agent will make a request to establish an account with respect to the outstanding notes at DTC for purposes of the exchange offer promptly after the date of this prospectus. Any financial institution participating in DTC's system may make book-entry delivery of outstanding notes by causing DTC to transfer the outstanding notes into the exchange agent's account at DTC in accordance with DTC's procedures for transfer. Holders of outstanding notes who are unable to deliver confirmation of the book-entry tender of their outstanding notes into the exchange agent's account at DTC or all other documents required by the letter of transmittal to the exchange agent on or prior to the expiration date must tender their outstanding notes according to the guaranteed delivery procedures described below.

Guaranteed Delivery Procedures

        Holders wishing to tender their outstanding notes but whose outstanding notes are not immediately available or who cannot deliver their outstanding notes, the accompanying letter of transmittal or any other available required documents to the exchange agent or comply with the applicable procedures under DTC's Automated Tender Offer Program prior to the expiration date may tender if:

•

the tender is made through an eligible institution;

90

•

prior to the expiration date, the exchange agent receives from the eligible institution either a properly completed and duly executed notice of guaranteed delivery, by facsimile transmission, mail or hand delivery, or a properly transmitted agent's message and notice of guaranteed delivery:



•

setting forth the name and address of the holder, the registered number(s) of the outstanding notes and the principal amount of outstanding notes tendered:



•

stating that the tender is being made thereby; and



•

guaranteeing that, within three New York Stock Exchange trading days after the expiration date, the accompanying letter of transmittal, or facsimile thereof, together with the outstanding notes or a book-entry confirmation, and any other documents required by the accompanying letter of transmittal will be deposited by the eligible institution with the exchange agent; and



•

the exchange agent receives the properly completed and executed letter of transmittal, or facsimile thereof, as well as all tendered outstanding notes in proper form for transfer or a book-entry confirmation and all other documents required by the accompanying letter of transmittal, within three New York Stock Exchange trading days after the expiration date.

        Upon request to the exchange agent, a notice of guaranteed delivery will be sent to holders who wish to tender their outstanding notes according to the guaranteed delivery procedures set forth above.

Withdrawal of Tenders

        Except as otherwise provided in this prospectus, holders of outstanding notes may withdraw their tenders at any time prior to the expiration date.

        For a withdrawal to be effective:

•

the exchange agent must receive a written notice of withdrawal, which notice may be by telegram, telex, facsimile transmission or letter of withdrawal at one of the addresses set forth below under "—Exchange Agent", or



•

holders must comply with the appropriate procedures of DTC's Automated Tender Offer Program system.

        Any notice of withdrawal must:

•

specify the name of the person who tendered the outstanding notes to be withdrawn;



•

identify the outstanding notes to be withdrawn, including the principal amount of the outstanding notes; and



•

where certificates for outstanding notes have been transmitted, specify the name in which the outstanding notes were registered, if different from that of the withdrawing holder.

        If certificates for outstanding notes have been delivered or otherwise identified to the exchange agent, then, prior to the release of the certificates, the withdrawing holder must also submit:

•

the serial numbers of the particular certificates to be withdrawn; and



•

a signed notice of withdrawal with signatures guaranteed by an eligible institution unless the holder is an eligible institution.

        If outstanding notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn outstanding notes and otherwise comply with the procedures of that

91

facility. We will determine all questions as to the validity, form and eligibility, including time of receipt, of the notices, and our determination will be final and binding on all parties. We will deem any outstanding notes so withdrawn not to have been validly tendered for exchange for purposes of the exchange offer. Any outstanding notes that have been tendered for exchange but that are not exchanged for any reason will be returned to their holder without cost to the holder, or, in the case of outstanding notes tendered by book-entry transfer into the exchange agent's account at DTC according to the procedures described above, the outstanding notes will be credited to an account maintained with DTC for outstanding notes, as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn, outstanding notes may be retendered by following one of the procedures described under "—Procedures for Tendering" above at any time on or prior to the expiration date.

Exchange Agent

        The Bank of New York has been appointed as exchange agent for the exchange offer. You should direct questions and requests for assistance, requests for additional copies of this prospectus or for the letter of transmittal and requests for the notice of guaranteed delivery to the exchange agent as follows:

By Mail or Overnight Delivery:	By Facsimile:	By Hand Delivery:
The Bank of New York Reorganization Unit 101 Barclay Street—7 East New York, NY 10286 Attention: Alan Spater	The Bank of New York Reorganization Unit 101 Barclay Street—7 East New York, NY 10286 Attention: Alan Spater (212) 298-1915 Confirm Receipt of Facsimile by telephone (212) 815-8394	The Bank of New York Reorganization Unit 101 Barclay Street Lobby Level—Corp. Trust Window New York 10286 Attention: Alan Spater

Delivery of the letter of transmittal to an address other than as set forth above or transmission via facsimile other than as set forth above does not constitute a valid delivery of the letter of transmittal.

Fees and Expenses

        We will bear the expenses of soliciting tenders. The principal solicitation is being made by mail; however, we may make additional solicitations by telephone or in person by our officers and regular employees and those of our affiliates.

        We have not retained any dealer-manager in connection with the exchange offer and will not make any payments to broker-dealers or others soliciting acceptance of the exchange offer. We will, however, pay the exchange agent reasonable and customary fees for its services and reimburse it for its related reasonable out-of-pocket expenses.

        We will pay the cash expenses to be incurred in connection with the exchange offer. The expenses are estimated in the aggregate to be approximately $            . They include:

•

SEC registration fees;



•

fees and expenses of the exchange agent and Trustee;



•

accounting and legal fees and printing costs; and



•

related fees and expenses.

92

Transfer Taxes

        We will pay all transfer taxes, if any, applicable to the exchange of outstanding notes under the exchange offer. The tendering holder, however, will be required to pay any transfer taxes, whether imposed on the registered holder or any other person, if:

•

certificates representing outstanding notes for principal amounts not tendered or accepted for exchange are to be delivered to, or are to be issued in the name of, any person other than the registered holder of outstanding notes tendered;



•

tendered outstanding notes are registered in the name of any person other than the person signing the letter of transmittal; or



•

a transfer tax is imposed for any reason other than the exchange of outstanding notes under the exchange offer.

        If satisfactory evidence of payment of the taxes is not submitted with the letter of transmittal, the amount of the transfer taxes will be billed to that tendering holder.

Consequences of Failure to Exchange

        Holders of outstanding notes who do not exchange their outstanding notes for exchange notes under the exchange offer will remain subject to the restrictions on transfer of the outstanding notes:

•

as set forth in the legend printed on the notes as a consequence of the issuance of the outstanding notes under the exemption from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws; and



•

otherwise as set forth in the offering memorandum distributed in connection with the private offering of the outstanding notes.

        In general, you may not offer or sell the outstanding notes unless they are registered under the Securities Act, or if the offer or sale is exempt from registration under the Securities Act and applicable state securities laws. Except as required by the registration rights agreement, we do not intend to register resales of the outstanding notes under the Securities Act. Based on interpretations of the SEC staff, exchange notes issued in the exchange offer may be offered for resale, resold or otherwise transferred by their holders (other than any holder that is our "affiliate" within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that the holders acquired the exchange notes in the ordinary course of the holders' business and the holders have no arrangement or understanding with respect to the distribution of the exchange notes to be acquired in the exchange offer. Any holder who tenders in the exchange offer for the purpose of participating in a distribution of the exchange notes:

•

cannot rely on the applicable interpretations of the SEC; and



•

must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction.

Accounting Treatment

        We will record the exchange notes in our accounting records at the same carrying value as the outstanding notes, which is the aggregate principal amount, as reflected in our accounting records on the date of exchange. Accordingly, we will not recognize any gain or loss for accounting purposes in connection with the exchange offer. We will record the expenses of the exchange offer as incurred.

93

Other

        Participation in the exchange offer is voluntary, and you should carefully consider whether to accept. You are urged to consult your financial and tax advisors in making your own decision on what action to take.

        We may in the future seek to acquire untendered outstanding notes in open market or privately negotiated transactions, through subsequent exchange offers or otherwise. We have no present plans to acquire any outstanding notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any untendered outstanding notes.

94

DESCRIPTION OF NOTES

General

        The outstanding notes were, and the exchange notes will be, issued under an indenture (the "Original Indenture"), dated as of April 6, 2004, among Sealy Mattress Company, as Issuer, certain of the Issuer's direct and indirect Domestic Subsidiaries existing on the Issue Date, as Subsidiary Guarantors (the "Subsidiary Guarantors"), Sealy Corporation and The Bank of New York Trust Company, N.A., as Trustee (the "Trustee"), as amended and supplemented by a supplemental indenture (the "Supplemental Indenture" and, collectively with the Original Indenture, the "Indenture"), dated as of June 28, 2004, among the Issuer, the Subsidiary Guarantors, Sealy Corporation, Sealy Mattress Corporation (the "Parent Guarantor" and, together with the Subsidiary Guarantors, the "Guarantors") and the Trustee. In June 2004, pursuant to the Supplemental Indenture, the guarantee provided by Sealy Corporation was released as permitted by the Indenture and replaced by a guarantee from the Parent Guarantor. Copies of the Original Indenture and the Supplemental Indenture are filed as exhibits to the registration statement of which this prospectus forms a part. Upon the issuance of exchange notes, the Indenture will be subject to and governed by the Trust Indenture Act of 1939. The terms of the notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. The following summary of the material provisions of the Indenture does not purport to be complete and is qualified in its entirety by reference to the provisions of the Indenture, including the definitions therein of certain terms used below. The definitions of certain terms used in the following summary are set forth below under "—Certain Definitions." For purposes of this summary,

•

the term "Issuer" refers only to Sealy Mattress Company, and not to any of its Subsidiaries or parent companies,



•

the term "Parent Guarantor" refers to Sealy Mattress Corporation,



•

the term "Guarantor" refers to each Subsidiary of the Issuer that Guarantees the notes and, so long as it guarantees the notes, the Parent Guarantor, and



•

the term "notes" refers to the outstanding notes and the exchange notes.

        The notes are general unsecured obligations of the Issuer and are subordinated in right of payment to all existing and future Senior Indebtedness of the Issuer. As of February 29, 2004, on a pro forma basis, the aggregate amount of the Issuer's outstanding Senior Indebtedness would have been approximately $668.2 million and the Issuer's Subsidiaries which are Guarantors would have had approximately $660.0 million of Senior Indebtedness. The Indenture will permit the incurrence of additional Senior Indebtedness in the future. See "Risk Factors—Risks Related to the Offering—Our level of indebtedness could adversely affect our financial position and prevent us from fulfilling our obligations under the notes" and "—We and our subsidiaries may be able to incur more debt, which could further exacerbate the risks associated with such anticipated leverage."

        The Guarantors, as primary obligors and not merely as sureties, jointly and severally irrevocably and unconditionally guarantee, on a senior subordinated basis, the performance and full and punctual payment when due, whether at maturity, by acceleration or otherwise, of all obligations of the Issuer under the Indenture and the notes, whether for payment of principal of or interest on or Special Interest in respect of the notes, expenses, indemnification or otherwise, on the terms set forth in the Indenture by executing the Indenture. All Restricted Subsidiaries that are Domestic Subsidiaries and the Parent Guarantor are Guarantors. The group of subsidiaries that are Guarantors under the Indenture is in all material respects consistent with those subsidiaries that guaranteed our senior subordinated notes and senior subordinated discount notes existing prior to the Recapitalization which are no longer outstanding. See note 19 to the audited historical consolidated financial statements and note 15 to the unaudited historical consolidated financial statements for consolidating financial

95

information regarding these guarantor entities. Each of the Guarantees is a general unsecured obligation of the relevant Guarantor and is subordinated in right of payment to all existing and future Senior Indebtedness of such Guarantor. The Guarantee by the Parent Guarantor is provided solely for the purpose of allowing the Issuer to satisfy its reporting obligations under the Indenture by furnishing financial information relating to the Parent Guarantor and, accordingly, you should not assign any value to the Parent Guarantor's Guarantee.

Subordination

        The payment of Obligations on the notes is subordinated to the prior payment in full of all Senior Indebtedness of the Issuer, including Senior Indebtedness of the Issuer incurred after the date of the Indenture.

        The holders of Senior Indebtedness of the Issuer are entitled to receive payment in full in cash or Cash Equivalents of all Obligations due in respect of Senior Indebtedness of the Issuer (including interest after the commencement of any bankruptcy proceeding at the rate specified in the documentation governing the applicable Senior Indebtedness of the Issuer whether or not such interest is an allowed claim in any such proceeding) before the Holders of notes are entitled to receive any payment or distribution with respect to the notes (except that Holders of notes may receive and retain Permitted Junior Securities and payments made from the trust, if any, as described under "—Legal Defeasance and Covenant Defeasance" and "—Satisfaction and Discharge"), in the event of any distribution to creditors of the Issuer:

        (1)   in a liquidation or dissolution of the Issuer;

        (2)   in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Issuer or its property;

        (3)   in an assignment for the benefit of creditors; or

        (4)   in any marshaling of the Issuer's assets and liabilities.

        The Issuer also may not make any payment or distribution in respect of the notes (except in the form of Permitted Junior Securities or from the trust described under "—Legal Defeasance and Covenant Defeasance" and "Satisfaction and Discharge") and may not make any deposits with the Trustee as described under "—Legal Defeasance and Covenant Defeasance" and "Satisfaction and Discharge" if:

        (1)   a payment default on Designated Senior Indebtedness of the Issuer occurs and is continuing beyond any applicable grace period; or

        (2)   any other default occurs and is continuing on any series of Designated Senior Indebtedness of the Issuer that permits holders of that series of Designated Senior Indebtedness of the Issuer to accelerate its maturity, and the Trustee receives a notice of such default (a "Payment Blockage Notice") from the Issuer or the Representative of any Designated Senior Indebtedness of the Issuer.

Notwithstanding the foregoing, the Issuer may make payment on the notes if the Issuer and the Trustee receive written notice approving such payment from the Representative of the Designated Senior Indebtedness of the Issuer with respect to which either of the events set forth in clauses (1) and (2) of this paragraph has occurred and is continuing.

        Payments on the notes may and will be resumed at the first to occur of the following:

        (1)   in the case of a payment default on Designated Senior Indebtedness of the Issuer, upon the date on which such default is cured or waived; and

96

        (2)   in the case of a nonpayment default on Designated Senior Indebtedness of the Issuer, upon the earlier of the date on which such nonpayment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Designated Senior Indebtedness of the Issuer has been accelerated.

        No new Payment Blockage Notice may be delivered unless and until:

        (1)   360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice; and

        (2)   all scheduled payments of principal, interest and premium and Special Interest, if any, on the notes that have come due have been paid in full in cash.

        Not more than one Payment Blockage Notice may be given in any consecutive 365-day period, irrespective of the number of defaults with respect to all Designated Senior Indebtedness of the Issuer during such period, provided that if any Payment Blockage Notice is delivered to the Trustee by or on behalf of the holders of Designated Senior Indebtedness of the Issuer (other than the holders of Indebtedness under the Senior Credit Facilities), a Representative of holders of Indebtedness under the Senior Credit Facilities may give another Payment Blockage Notice within such period. However, in no event may the total number of days during which any payment blockage period or periods on the notes is in effect exceed 179 days in the aggregate during any consecutive 365-day period, and there must be at least 186 days during any consecutive 365-day period during which no payment blockage period is in effect.

        The failure to make any payment on the notes by reason of the subordination provisions of the Indenture will not be construed as preventing the occurrence of an Event of Default with respect to the notes by reason of the failure to make a required payment. Upon termination of any period of payment blockage, the Issuer will be required to resume making any and all required payments under the notes, including any missed payments. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will be, or be made, the basis for a subsequent Payment Blockage Notice.

        If the Trustee or any Holder of the notes receives a payment in respect of the notes (except in Permitted Junior Securities or from the trust described under "—Legal Defeasance and Covenant Defeasance" or "Satisfaction and Discharge") when:

        (1)   the payment is prohibited by these subordination provisions; and

        (2)   the Trustee or the Holder has actual knowledge that the payment is prohibited;

then the Trustee or the Holder, as the case may be, will hold the payment in trust for the benefit of the holders of Senior Indebtedness of the Issuer. Upon the written request of the holders of Senior Indebtedness of the Issuer, the Trustee or the Holder, as the case may be, will deliver the amounts in trust to the holders of Senior Indebtedness of the Issuer or their proper representative.

        The Issuer must promptly notify the Representatives of Designated Senior Indebtedness if payment of the notes is accelerated because of an Event of Default.

        As a result of the subordination provisions described above, in the event of insolvency, bankruptcy, administration, reorganization, receivership or similar proceedings relating to the Issuer, Holders of the notes may recover less ratably than creditors of the Issuer or any of the Guarantors who are holders of Senior Indebtedness. As of February 29, 2004 on a pro forma basis, the aggregate amount of the Issuer's outstanding Senior Indebtedness would have been approximately $668.2 million, all of which would have represented both direct borrowings, as well as guarantees of borrowings, under the Senior Credit Facilities and the Senior Unsecured Term Loan, and the Issuer's Subsidiaries which are Guarantors would have had approximately $660.0 million of Senior Indebtedness, all of which would have represented guarantees of borrowings under the Senior Credit Facilities. As of February 29, 2004,

97

on a pro forma basis, the Issuer's non-Guarantor subsidiaries would have had $8.3 million of indebtedness. The Indenture permits the Issuer and the Subsidiary Guarantors to incur additional indebtedness, including additional Senior Indebtedness under the Senior Credit Facilities, subject to certain limitations. The Indenture does not regulate any activities of any direct or indirect parent of the Issuer. Although the Indenture contains limitations on the amount of additional Indebtedness that the Issuer, the Subsidiary Guarantors and the Issuer's non-Guarantor Subsidiaries may incur, under certain circumstances the amount of such Indebtedness could be substantial and, in any case, such Indebtedness may be Senior Indebtedness. See "—Certain Covenants—Limitations on Incurrence of Indebtedness and Issuance of Disqualified Stock."

        Each Guarantee is an unsecured senior subordinated obligation of the Guarantor issuing such Guarantee, ranking pari passu with all other existing and future senior subordinated indebtedness of such Guarantor if any. The Indebtedness evidenced by each such Guarantee is subordinated on substantially the same basis to such Guarantor's Senior Indebtedness as the notes are subordinated to Senior Indebtedness of the Issuer.

        The notes rank senior in right of payment to all Subordinated Indebtedness of the Issuer. As of the date hereof, the Issuer has no Subordinated Indebtedness.

Principal, Maturity and Interest

        The notes will be limited in aggregate principal amount to $390.0 million. The Issuer may issue additional notes from time to time after this offering under the Indenture ("Additional Notes"). Any offering of Additional Notes is subject to the covenant described below under the caption "—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock." The notes and any Additional Notes subsequently issued under the Indenture will be treated as a single class for all purposes under the Indenture. Unless the context requires otherwise, references to "notes" for all purposes of the Indenture and this "Description of Notes" include any Additional Notes that are actually issued.

        Interest on the notes accrues at the rate of 8.25% per annum and is payable semi-annually in arrears on June 15 and December 15, commencing on December 15, 2004, to Holders of record on the immediately preceding June 1 and December 1. Interest on the notes accrues from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance of the notes. Interest is computed on the basis of a 360-day year comprised of twelve 30-day months. Principal of premium, if any, and interest on the notes will be payable at the office or agency of the Issuer maintained for such purpose within the City and State of New York or, at the option of the Issuer, payment of interest may be made by check mailed to the Holders of the notes at their respective addresses set forth in the register of Holders; provided that all payments of principal, premium, if any, and interest with respect to notes represented by one or more permanent global notes registered in the name of or held by DTC or its nominee are made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof. Until otherwise designated by the Issuer, the Issuer's office or agency in New York is the office of the trustee maintained for such purpose. The notes are issued in denominations of $1,000 and integral multiples thereof.

Mandatory Redemption

        Except as set forth below under "—Repurchase at the Option of Holders," the Issuer is not required to make mandatory redemption or sinking fund payments with respect to the notes.

Optional Redemption

        Except as described below, the notes are not redeemable at the Issuer's option until June 15, 2009. From and after June 15, 2009, the Issuer may redeem the notes, in whole or in part, upon not less than

98

30 nor more than 60 days' prior notice by first class mail, postage prepaid, with a copy to the Trustee, to each Holder of notes to the address of such Holder appearing in the security register at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon and Special Interest, if any, to the applicable redemption date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, if redeemed during the twelve-month period beginning on June 15 of each of the years indicated below:

Year	Percentage
2009	104.125	%
2010	102.750	%
2011	101.375	%
2012 and thereafter	100.000	%

        In addition, prior to June 15, 2007, the Issuer may, at its option, redeem up to 40% of the aggregate principal amount of notes issued under the Indenture at a redemption price equal to 108.250% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon and Special Interest, if any, to the redemption date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, with the net proceeds of one or more Equity Offerings of the Issuer or any direct or indirect parent of the Issuer to the extent such net proceeds are contributed to the Issuer; provided that at least 60% of the sum of the aggregate principal amount of notes originally issued under the Indenture and any Additional Notes issued under the Indenture after the Issue Date remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering.

        At any time prior to June 15, 2009, the Issuer may also redeem all or a part of the notes, upon not less than 30 nor more than 60 days' prior notice mailed by first-class mail to each Holder's registered address, at a redemption price equal to 100% of the principal amount of notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Special Interest, if any, to the date of redemption (the "Redemption Date"), subject to the rights of Holders of notes on the relevant record date to receive interest due on the relevant interest payment date.

        The Trustee shall select the notes to be purchased in the manner described under "—Repurchase at the Option of Holders—Asset Sales—Selection and Notice."

Repurchase at the Option of Holders

Change of Control

        If a Change of Control occurs, the Issuer will make an offer to purchase all of the notes pursuant to the offer described below (the "Change of Control Offer") at a price in cash (the "Change of Control Payment") equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Special Interest, if any, to the date of purchase, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date. Within 30 days following any Change of Control, the Issuer will send notice of such Change of Control Offer by first class mail, with a copy to the Trustee, to each Holder of notes to the address of such Holder appearing in the security register with a copy to the Trustee, with the following information:

        (1)   a Change of Control Offer is being made pursuant to the covenant entitled "Change of Control," and that all notes properly tendered pursuant to such Change of Control Offer will be accepted for payment;

        (2)   the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the "Change of Control Payment Date");

        (3)   any note not properly tendered will remain outstanding and continue to accrue interest;

99

        (4)   unless the Issuer defaults in the payment of the Change of Control Payment, all notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;

        (5)   Holders electing to have any notes purchased pursuant to a Change of Control Offer will be required to surrender the notes, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the notes completed, to the paying agent specified in the notice at the address specified in the notice prior to the close of business on the third business day preceding the Change of Control Payment Date;

        (6)   Holders will be entitled to withdraw their tendered notes and their election to require the Issuer to purchase such notes, provided that the paying agent receives, not later than the close of business on the last day of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the notes, the principal amount of notes tendered for purchase, and a statement that such Holder is withdrawing his tendered notes and his election to have such notes purchased; and

        (7)   that Holders whose notes are being purchased only in part will be issued new notes equal in principal amount to the unpurchased portion of the notes surrendered, which unpurchased portion must be equal to $1,000 or an integral multiple thereof.

        While the notes are in global form and the Issuer makes an offer to purchase all of the notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the purchase of the notes through the facilities of DTC, subject to its rules and regulations.

        Prior to complying with the provisions of this covenant, but in any event within 30 days following a Change of Control, the Issuer will either repay all its outstanding Senior Indebtedness that prohibits it from repurchasing notes in a Change of Control Offer or obtain the requisite consents, if any, under any outstanding Senior Indebtedness in each case necessary to permit the repurchase of the notes required by this covenant, provided that the failure to repay such Indebtedness or obtain such consent will not affect the obligation to make a Change of Control Offer.

        The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the Indenture, the Issuer will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in the Indenture by virtue thereof.

        On the Change of Control Payment Date, the Issuer will, to the extent permitted by law,

        (1)   accept for payment all notes or portions there of properly tendered pursuant to the Change of Control Offer,

        (2)   deposit with the paying agent an amount equal to the aggregate Change of Control Payment in respect of all notes or portions thereof so tendered and

        (3)   deliver, or cause to be delivered, to the Trustee for cancellation the notes so accepted together with an Officers' Certificate stating that such notes or portions thereof have been tendered to and purchased by the Issuer.

        The paying agent will promptly mail to each Holder of the notes the Change of Control Payment for such notes, and the Trustee will promptly authenticate and mail to each Holder a new note equal in principal amount to any unpurchased portion of the notes surrendered, if any, provided, that each such new note will be in a principal amount of $1,000 or an integral multiple thereof. The Issuer will

100

publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

        The Senior Credit Facilities and the Senior Unsecured Term Loan prohibit (subject to limited exceptions), and future credit agreements or other agreements relating to Senior Indebtedness to which the Issuer becomes a party may prohibit, the Issuer from purchasing any notes as a result of a Change of Control, and the Senior Credit Facilities provide that certain change of control events with respect to the Issuer would constitute a default thereunder. In the event a Change of Control occurs at a time when the Issuer is prohibited from purchasing the notes, the Issuer could seek the consent of its lenders to permit the purchase of the notes or could attempt to refinance the borrowings that contain such prohibition. If the Issuer does not obtain such consent or repay such borrowings, the Issuer will remain prohibited from purchasing the notes. In such case, the Issuer's failure to purchase tendered notes would constitute an Event of Default under the Indenture. If, as a result thereof a default occurs with respect to any Senior Indebtedness, the subordination provisions in the Indenture would restrict payments to the Holders under certain circumstances.

        The existence of a Holder's right to require the Issuer to repurchase such Holder's notes upon the occurrence of a Change of Control may deter a third party from seeking to acquire the Issuer in a transaction that would constitute a Change of Control.

Asset Sales

        The Indenture provides that the Issuer will not, and will not permit any Restricted Subsidiary to, cause, make or suffer to exist an Asset Sale, unless

        (1)   the Issuer or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Issuer) of the assets sold or otherwise disposed of and

        (2)   except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Issuer or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of

        (a)   any liabilities (as shown on the Issuer's, or such Restricted Subsidiary's, most recent balance sheet or in the notes thereto) of the Issuer or any Restricted Subsidiary, other than liabilities that are by their terms subordinated to the notes, that are assumed by the transferee of any such assets and for which the Issuer and all Restricted Subsidiaries have been validly released by all creditors in writing,

        (b)   any securities received by the Issuer or such Restricted Subsidiary from such transferee that are converted by the Issuer or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale and

        (c)   any Designated Noncash Consideration received by the Issuer or any Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash Consideration received pursuant to this clause (c) that is at that time outstanding, not to exceed the greater of (x) $100.0 million and (y) 10.0% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the fair market value of each item of Designated Noncash Consideration being measured at the time received and without giving effect to subsequent changes in value,

shall be deemed to be cash for purposes of this provision and for no other purpose.

        Within 365 days after the Issuer's or any Restricted Subsidiary's receipt of the Net Proceeds of any Asset Sale, the Issuer or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale

101

        (1)   to permanently reduce

        (x)   Obligations under the Senior Credit Facilities or the Senior Unsecured Term Loan, and to correspondingly reduce commitments with respect thereto,

        (y)   Obligations under other Senior Indebtedness (and to correspondingly reduce commitments with respect thereto) or Senior Subordinated Indebtedness provided that if the Issuer shall so reduce Obligations under Senior Subordinated Indebtedness, it will equally and ratably reduce Obligations under the notes if the notes are then prepayable or, if the notes may not then be prepaid, the Issuer shall make an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase their notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of notes that would otherwise be prepaid, or

        (z)   Indebtedness of a Restricted Subsidiary which is not a Guarantor, other than Indebtedness owed to the Issuer or another Restricted Subsidiary,

        (2)   to an investment in (a) any one or more businesses, provided that such investment in any business is in the form of the acquisition of Capital Stock and results in the Issuer or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) capital expenditures or (c) acquisitions of other assets, in each of (a), (b) and (c), used or useful in a Similar Business, and/or

        (3)   to an investment in (a) any one or more businesses, provided that such investment in any business is in the form of the acquisition of Capital Stock and results in the Issuer or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) properties or (c) other assets that, in each of (a), (b) and (c) replace the businesses, properties and assets that are the subject of such Asset Sale.

        Any Net Proceeds from the Asset Sale that are not invested or applied as provided and within the time period set forth in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $15.0 million, the Issuer shall make an offer to all Holders of the notes, and, if required by the terms of any Indebtedness that is pari passu with the notes ("Pari Passu Indebtedness"), to the holders of such Pari Passu Indebtedness, (an "Asset Sale Offer"), to purchase the maximum principal amount of notes and such Pari Passu Indebtedness, that is an integral multiple of $1,000 that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Special Interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. The Issuer will commence an Asset Sale Offer with respect to Excess Proceeds within ten business days after the date that Excess Proceeds exceeds $15.0 million by mailing the notice required pursuant to the terms of the Indenture, with a copy to the Trustee. To the extent that the aggregate amount of notes and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Issuer may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in the Indenture. If the aggregate principal amount of notes or the Pari Passu Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the notes and such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the notes or such Pari Passu Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

        Pending the final application of any Net Proceeds pursuant to this covenant, the Issuer or the applicable Restricted Subsidiary may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner not prohibited by the Indenture.

102

        The Issuer will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of the Indenture, the Issuer will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in the Indenture by virtue thereof

        The Senior Credit Facilities and the Senior Unsecured Term Loan prohibit (subject to limited exceptions), and future credit agreements or other agreements relating to Senior Indebtedness to which the Issuer becomes a party may prohibit, the Issuer from purchasing any notes pursuant to this Asset Sales covenant. In the event the Issuer is prohibited from purchasing the notes, the Issuer could seek the consent of its lenders to the purchase of the notes or could attempt to refinance the borrowings that contain such prohibition. If the Issuer does not obtain such consent or repay such borrowings, it will remain prohibited from purchasing the notes. In such case, the Issuer's failure to purchase tendered notes would constitute an Event of Default under the Indenture. If, as a result thereof a default occurs with respect to any Senior Indebtedness, the subordination provisions in the Indenture would restrict payments to the Holders of the notes under certain circumstances.

Selection and Notice

        If less than all of the notes or such Pari Passu Indebtedness are to be redeemed at any time, selection of such notes for redemption, will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which such notes are listed, or, if such notes are not so listed, on a pro rata basis; provided that no notes of $1,000 or less shall be purchased or redeemed in part.

        Notices of purchase or redemption shall be mailed by first class mail, postage prepaid, at least 30 but not more than 60 days before the purchase or redemption date to each Holder of notes to be purchased or redeemed at such Holder's registered address. If any note is to be purchased or redeemed in part only, any notice of purchase or redemption that relates to such note shall state the portion of the principal amount thereof that has been or is to be purchased or redeemed.

        A new note in principal amount equal to the unpurchased or unredeemed portion of any note purchased or redeemed in part will be issued in the name of the Holder thereof upon cancellation of the original note. On and after the purchase or redemption date, unless the Issuer defaults in payment of the purchase or redemption price, interest shall cease to accrue on notes or portions thereof purchased or called for redemption.

Certain Covenants

Limitation on Restricted Payments

        The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly:

        (1)   declare or pay any dividend or make any distribution on account of the Issuer's or any Restricted Subsidiary's Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation other than

        (A)  dividends or distributions by the Issuer payable in Equity Interests (other than Disqualified Stock) of the Issuer or in options, warrants or other rights to purchase such Equity Interests or

        (B)  dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Subsidiary other than a Wholly Owned Subsidiary, the Issuer or a Restricted Subsidiary

103

receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities;

        (2)   purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of the Issuer or any direct or indirect parent of the Issuer, including in connection with any merger or consolidation;

        (3)   make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness, other than

        (x)   Indebtedness permitted under clauses (h) and (i) of the covenant described under "—Limitations on Incurrence of Indebtedness and Issuance of Disqualified Stock" or

        (y)   the purchase, repurchase or other acquisition of Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition; or

        (4)   make any Restricted Investment;

(all such payments and other actions set forth in clauses (1) through (4) above being collectively referred to as "Restricted Payments"), unless, at the time of such Restricted Payment:

        (a)   no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof,

        (b)   immediately after giving effect to such transaction on a pro forma basis, the Issuer could incur $1.00 of additional Indebtedness under the provisions of the first paragraph of the covenant described "—Limitations on Incurrence of Indebtedness and Issuance of Disqualified Stock;" and

        (c)   such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and its Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by clauses (1), (2) (with respect to the payment of dividends on Refunding Capital Stock pursuant to clause (b) thereof only), (5), (6)(A) and (C) and (9) of the next succeeding paragraph, but excluding all other Restricted Payments permitted by the next succeeding paragraph), is less than the sum of

        (1)   50% of the Consolidated Net Income of the Issuer for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the Issue Date, to the end of the Issuer's most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit, plus

        (2)   100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by the board of directors, of marketable securities or other property received by the Issuer since immediately after the Issue Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or preferred stock pursuant to clause (n) of the second paragraph of "Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock") from the issue or sale of

        (x)   Equity Interests of the Issuer, including Retired Capital Stock (as defined below), but excluding cash proceeds and the fair market value, as determined in good

104

faith by the board of directors, of marketable securities or other property received from the sale of

        (A)  Equity Interests to members of management, directors or consultants of the Issuer, any direct or indirect parent corporation of the Issuer and the Issuer's Subsidiaries after the Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of the next succeeding paragraph and

        (B)  Designated Preferred Stock

and to the extent actually contributed to the Issuer, Equity Interests of the Issuer's direct or indirect parent corporations (excluding contributions of the proceeds from the sale of Designated Preferred Stock of such corporations) or

        (y)   debt securities of the Issuer that have been converted into such Equity Interests of the Issuer;

provided, however, that this clause (2) shall not include the proceeds from (a) Refunding Capital Stock (as defined below), (b) Equity Interests or converted debt securities of the Issuer sold to a Restricted Subsidiary or the Issuer, as the case may be, (c) Disqualified Stock or debt securities that have been converted into Disqualified Stock or (d) Excluded Contributions, plus

        (3)   100% of the aggregate amount of cash and the fair market value, as determined in good faith by the board of directors, of marketable securities or other property contributed to the capital of the Issuer following the Issue Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or preferred stock pursuant to clause (n) of the second paragraph of "Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock") (other than by a Restricted Subsidiary and other than by any Excluded Contributions), plus

        (4)   100% of the aggregate amount received in cash and the fair market value, as determined in good faith by the board of directors, of marketable securities or other property received by means of

        (A)  the sale or other disposition (other than to the Issuer or a Restricted Subsidiary) of Restricted Investments made by the Issuer and its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Issuer and its Restricted Subsidiaries and repayments of loans or advances which constitute Restricted Investments by the Issuer and its Restricted Subsidiaries or

        (B)  the sale (other than to the Issuer or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other than in each case to the extent the Investment in such Unrestricted Subsidiary was made by the Issuer or a Restricted Subsidiary pursuant to clause (10) of the next succeeding paragraph or to the extent such Investment constituted a Permitted Investment) or a dividend from an Unrestricted Subsidiary plus

        (5)   in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the fair market value of the Investment in such Unrestricted Subsidiary, as determined by the board of directors in good faith or if, in the case of an Unrestricted Subsidiary, such fair market value may exceed $25.0 million, in writing by an independent investment banking firm of nationally recognized standing, at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary, other than an Unrestricted Subsidiary to the extent the Investment in such Unrestricted Subsidiary was made by the Issuer or a Restricted Subsidiary pursuant to clause (10) of the next succeeding paragraph or to the extent such Investment constituted a Permitted Investment.

105

The foregoing provisions will not prohibit:

        (1)   the payment of any dividend within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of the Indenture;

        (2)   (a) the redemption, repurchase, retirement or other acquisition of any Equity Interests ("Retired Capital Stock") or Subordinated Indebtedness of the Issuer, or any Equity Interests of any direct or indirect parent corporation of the Issuer, in exchange for, or out of the proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary) of, Equity Interests of the Issuer (in each case, other than any Disqualified Stock) ("Refunding Capital Stock") and (b) if immediately prior to the retirement of Retired Capital Stock, the declaration and payment of dividends thereon was permitted under clause (6) of this paragraph, the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect parent corporation of the Issuer) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that was declarable and payable on such Retired Capital Stock immediately prior to such retirement;

        (3)   the redemption, repurchase or other acquisition or retirement of Subordinated Indebtedness of the Issuer made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the Issuer which is incurred in compliance with "—Limitations on Incurrence of Indebtedness and Issuance of Disqualified Stock" so long as

        (A)  the principal amount of such new Indebtedness does not exceed the principal amount of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired for value, plus the amount of any reasonable premium required to be paid under the terms of the instrument governing the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired,

        (B)  such Indebtedness is subordinated to Senior Indebtedness and the notes at least to the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, acquired or retired for value,

        (C)  such Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired and

        (D)  such Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired;

        (4)   a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of common Equity Interests of the Issuer or any of its direct or indirect parent corporations held by any future, present or former employee, director or consultant of the Issuer, any of its Subsidiaries or any of its direct or indirect parent corporations pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement; provided, however, that the aggregate Restricted Payments made under this clause (4) do not exceed in any calendar year $10.0 million (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $20.0 million in any calendar year); provided further that such amount in any calendar year may be increased by an amount not to exceed

        (A)  the cash proceeds from the sale of Equity Interests of the Issuer and, to the extent contributed to the Issuer, Equity Interests of any of the Issuer's direct or indirect parent corporations, in each case to members of management, directors or consultants of the Issuer,

106

any of its Subsidiaries or any of its direct or indirect parent corporations that occurs after the Issue Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of clause (c) of the preceding paragraph, plus

        (B)  the cash proceeds of key man life insurance policies received by the Issuer and its Restricted Subsidiaries after the Issue Date less

        (C)  the amount of any Restricted Payments previously made pursuant to clauses (A) and (B) of this clause (4);

and provided further that cancellation of Indebtedness owing to the Issuer from members of management of the Issuer, any of its direct or indirect parent corporations or any Restricted Subsidiary in connection with a repurchase of Equity Interests of the Issuer or any of its direct or indirect parent corporations will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of the Indenture;

        (5)   the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Issuer or any other Restricted Subsidiary issued in accordance with the covenant described under "—Limitations on Incurrence of Indebtedness and Issuance of Disqualified Stock" to the extent such dividends are included in the definition of Fixed Charges;

        (6)   (A) the declaration and payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued by the Issuer after the Issue Date;

        (B)  the declaration and payment of dividends to a direct or indirect parent corporation of the Issuer, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of such parent corporation issued after the Issue Date, provided that the amount of dividends paid pursuant to this clause (B) shall not exceed the aggregate amount of cash actually contributed to the Issuer from the sale of such Designated Preferred Stock; or

        (C)  the declaration and payment of dividends on Refunding Capital Stock in excess of the dividends declarable and payable thereon pursuant to clause (2);

provided, however, in the case of each of (A), (B) and (C) of this clause (6), that for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock or the declaration of such dividends on Refunding Capital Stock, after giving effect to such issuance or declaration on a pro forma basis, the Issuer and the Restricted Subsidiaries would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00;

        (7)   Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (7) that are at the time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash and/or marketable securities, not to exceed $25.0 million at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

        (8)   repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

        (9)   the payment of dividends on the Issuer's Common Stock, following the first public offering of the Issuer's Common Stock or the Common Stock of any of its direct or indirect parent

107

corporations after the Issue Date, of up to 6% per annum of the net proceeds received by or contributed to the Issuer in such public offering, other than public offerings with respect to the Issuer's Common Stock registered on Form S-8 and other than any public sale constituting an Excluded Contribution;

        (10) Investments that are made with Excluded Contributions;

        (11) other Restricted Payments in an aggregate amount not to exceed $30.0 million;

        (12) the declaration and payment of dividends by the Issuer to, or the making of loans to, its direct parent in amounts required for either of their respective direct or indirect parent corporations to pay

        (A)  franchise taxes and other fees, taxes and expenses required to maintain their corporate existence,

        (B)  federal, state and local income taxes, to the extent such income taxes are attributable to the income of the Issuer and the Restricted Subsidiaries and, to the extent of the amount actually received from its Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent attributable to the income of such Unrestricted Subsidiaries,

        (C)  customary salary, bonus and other benefits payable to officers and employees of any direct or indirect parent corporation of the Issuer to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Issuer and the Restricted Subsidiaries, and

        (D)  general corporate overhead expenses of any direct or indirect parent corporation of the Issuer to the extent such expenses are attributable to the ownership or operation of the Issuer and the Restricted Subsidiaries;

        (13) distributions or payments of Receivables Fees;

        (14) cash dividends or other distributions on the Issuer's or any Restricted Subsidiary's Capital Stock used to fund the Transactions and the fees and expenses related thereto or owed to Affiliates, in each case to the extent permitted by the covenant described under "—Transactions with Affiliates;" and

        (15) the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to the provisions similar to those described under the captions "—Repurchase at the Option of Holders—Change of Control" and "—Repurchase at the Option of Holders—Asset Sales;" provided that all senior subordinated notes tendered by holders of the senior subordinated notes in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value;

provided however, that at the time of and after giving effect to, any Restricted Payment permitted under clauses (5), (6), and (11), no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof

        As of the time of issuance of the notes, all of the Issuer's Subsidiaries will be Restricted Subsidiaries. Issuer will not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the last sentence of the definition of "Unrestricted Subsidiary." For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Issuer and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated will be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of "Investment." Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to the first paragraph of this covenant or under clauses (7), (10) or (11), or pursuant to the definition of "Permitted Investments," and if such

108

Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries will not be subject to any of the restrictive covenants set forth in the Indenture.

Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock

        The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, (collectively, "incur" and collectively, an "incurrence") with respect to any Indebtedness (including Acquired Indebtedness) and the Issuer will not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or preferred stock; provided, however, that the Issuer may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred stock, if the Fixed Charge Coverage Ratio for the Issuer's and the Restricted Subsidiaries' most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or preferred stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided that the amount of Indebtedness (other than Acquired Indebtedness), Disqualified Stock and preferred stock that may be incurred pursuant to the foregoing by Restricted Subsidiaries that are not Guarantors of the notes shall not exceed $35.0 million at any one time outstanding.

        The foregoing limitations will not apply to:

        (a)   the incurrence of Indebtedness under Credit Facilities (other than the Senior Unsecured Term Loan) by the Issuer or any of the Restricted Subsidiaries and the issuance and creation of letters of credit and bankers' acceptances thereunder (with letters of credit and bankers' acceptances being deemed to have a principal amount equal to the face amount thereof), up to an aggregate principal amount of $805.0 million outstanding at any one time; provided, however, that the aggregate amount of Indebtedness incurred by Restricted Subsidiaries (other than Guarantors) pursuant to this clause (a) and clause (b) below may not exceed $150.0 million outstanding at any one time;

        (b)   the incurrence of the Senior Unsecured Term Loan, up to an aggregate principal amount of $100.0 million outstanding at any one time, by the Issuer or, subject to the proviso in clause (a) above, any of the Restricted Subsidiaries;

        (c)   the incurrence by the Issuer and any Guarantor of Indebtedness represented by the notes (including any Guarantee);

        (d)   Existing Indebtedness (other than Indebtedness described in clauses (a), (b) and (c));

        (e)   Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and preferred stock incurred by the Issuer or any of its Restricted Subsidiaries, to finance the purchase, lease or improvement of property (real or personal) or equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets, in an aggregate principal amount which, when aggregated with the principal amount of all other Indebtedness, Disqualified Stock and preferred stock then outstanding and incurred pursuant to this clause (e) and including all Refinancing Indebtedness incurred to refund, refinance or replace any other Indebtedness, Disqualified Stock and preferred stock incurred pursuant to this clause (e), does not exceed the greater of (x) $75.0 million and (y) 7.5% of Total Assets.

109

        (f)    Indebtedness incurred by the Issuer or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including without limitation letters of credit in respect of workers' compensation claims, or other Indebtedness with respect to reimbursement type obligations regarding workers' compensation claims; provided, however, that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;

        (g)   Indebtedness arising from agreements of the Issuer or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that

        (1)   such Indebtedness is not reflected on the balance sheet of the Issuer or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (g)(1)) and

        (2)   the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including noncash proceeds (the fair market value of such noncash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Issuer and the Restricted Subsidiaries in connection with such disposition;

        (h)   Indebtedness of the Issuer to a Restricted Subsidiary; provided that any such Indebtedness owing to a non-Guarantor is subordinated in right of payment to the notes; provided further that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary) shall be deemed, in each case to be an incurrence of such Indebtedness;

        (i)    Indebtedness of a Restricted Subsidiary to the Issuer or another Restricted Subsidiary; provided that

        (1)   any such Indebtedness is made pursuant to an intercompany note and

        (2)   if a Guarantor incurs such Indebtedness to a Restricted Subsidiary that is not the Issuer or a Guarantor such Indebtedness is subordinated in right of payment to the Guarantee of such Guarantor; provided further that any subsequent transfer of any such Indebtedness (except to the Issuer or another Restricted Subsidiary) shall be deemed, in each case to be an incurrence of such Indebtedness;

        (j)    shares of preferred stock of a Restricted Subsidiary issued to the Issuer or another Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of preferred stock (except to the Issuer or another Restricted Subsidiary) shall be deemed in each case to be an issuance of such shares of preferred stock;

        (k)   Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting:

        (A)  interest rate risk with respect to any Permitted Indebtedness; or

        (B)  exchange rate risk with respect to any currency exchange; or

110

        (C)  commodity risk;

        (l)    obligations in respect of performance, bid, appeal and surety bonds and completion guarantees provided by the Issuer or any Restricted Subsidiary in the ordinary course of business;

        (m)  Indebtedness of any Guarantor in respect of such Guarantor's Guarantee;

        (n)   Indebtedness, Disqualified Stock and preferred stock of the Issuer or any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and preferred stock then outstanding and incurred pursuant to this clause (n), does not at any one time outstanding exceed the sum of

        (x)   $125.0 million; and

        (y)   100% of the net cash proceeds received by the Issuer since immediately after the Issue Date from the issue or sale of Equity Interests of the Issuer or cash contributed to the capital of the Issuer (in each case other than proceeds of Disqualified Stock or sales of Equity Interests to the Issuer or any of its Subsidiaries) as determined in accordance with clauses (c)(2) and (c)(3) of the first paragraph of "—Limitation on Restricted Payments" to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments or to make other investments, payments or exchanges pursuant to the second paragraph of "—Limitation on Restricted Payments" or to make Permitted Investments (other than Permitted Investments specified in clauses (a) and (c) of the definition thereof),

provided further, however, that the aggregate amount of Indebtedness, Disqualified Stock and preferred stock incurred by Restricted Subsidiaries (other than Guarantors) pursuant to this clause (n) may not exceed $50.0 million outstanding at any one time (it being understood that any Indebtedness, Disqualified Stock or preferred stock incurred pursuant to this clause (n) shall cease to be deemed incurred or outstanding for purposes of this clause (n) but shall be deemed incurred for the purposes of the first paragraph of this covenant from and after the first date on which the Issuer or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or preferred stock under the first paragraph of this covenant without reliance on this clause (n));

        (o)   (1) any guarantee by the Issuer or a Guarantor of Indebtedness or other obligations of any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of the Indenture, or

        (2)   any guarantee by a Restricted Subsidiary of Indebtedness of the Issuer, provided that such guarantee is incurred in accordance with the covenant described below under "—Limitation on Guarantees of Indebtedness by Restricted Subsidiaries;"

        (p)   the incurrence by the Issuer or any Restricted Subsidiary of Indebtedness, Disqualified Stock or preferred stock which serves to refund or refinance any Indebtedness, Disqualified Stock or preferred stock incurred as permitted under the first paragraph of this covenant and clauses (c) and (d) above, this clause (p) and clause (q) below or any Indebtedness, Disqualified Stock or preferred stock issued to so refund or refinance such Indebtedness, Disqualified Stock or preferred stock including additional Indebtedness, Disqualified Stock or preferred stock incurred to pay premiums and fees in connection therewith (the "Refinancing Indebtedness") prior to its respective maturity; provided, however, that such Refinancing Indebtedness

        (1)   has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or preferred stock being refunded or refinanced,

111

        (2)   to the extent such Refinancing Indebtedness refinances (i) Indebtedness subordinated or pari passu to the notes or any Guarantee of the notes, such Refinancing Indebtedness is subordinated or pari passu to the notes or such Guarantee at least to the same extent as the Indebtedness being refinanced or refunded or (ii) Disqualified Stock or preferred stock, such Refinancing Indebtedness must be Disqualified Stock or preferred stock, respectively and

        (3)   shall not include

        (x)   Indebtedness, Disqualified Stock or preferred stock of a Subsidiary that refinances Indebtedness, Disqualified Stock or preferred stock of the Issuer,

        (y)   Indebtedness, Disqualified Stock or preferred stock of a Subsidiary that is not a Guarantor that refinances Indebtedness, Disqualified Stock or preferred stock of a Guarantor or

        (z)   Indebtedness, Disqualified Stock or preferred stock of the Issuer or a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or preferred stock of an Unrestricted Subsidiary;

and provided further that subclause (1) of this clause (p) will not apply to any refunding or refinancing of any Senior Indebtedness;

        (q)   Indebtedness, Disqualified Stock or preferred stock of Persons that are acquired by the Issuer or any Restricted Subsidiary or merged into the Issuer or a Restricted Subsidiary in accordance with the terms of the Indenture; provided that such Indebtedness, Disqualified Stock or preferred stock is not incurred in contemplation of such acquisition or merger; and provided further that after giving effect to such acquisition or merger, either

        (1)   the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first sentence of this covenant or

        (2)   the Fixed Charge Coverage Ratio is greater than immediately prior to such acquisition or merger;

        (r)   Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence;

        (s)   Indebtedness of the Issuer or any Restricted Subsidiary supported by a letter of credit issued pursuant to the Credit Agreement, in a principal amount not in excess of the stated amount of such letter of credit; and

        (t)    Indebtedness of the Issuer or any Restricted Subsidiary consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business.

        For purposes of determining compliance with this covenant, in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (a) through (t) above or is entitled to be incurred pursuant to the first paragraph of this covenant, the Issuer shall, in its sole discretion, classify or reclassify such item of Indebtedness in any manner that complies with this covenant and such item of Indebtedness, Disqualified Stock or Preferred Stock will be treated as having been incurred pursuant to only one of such clauses or pursuant to the first paragraph hereof except as otherwise set forth in clause (n). Accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness, Disqualified Stock or Preferred Stock will not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this covenant.

112

        For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.

        The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

Liens

        The Issuer will not, and will not permit any Subsidiary Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) that secures obligations under any Senior Subordinated Indebtedness or Subordinated Indebtedness on any asset or property of the Issuer or such Subsidiary Guarantor, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless the notes (or a Guarantee in the case of Liens of a Subsidiary Guarantor) are equally and ratably secured with, or senior to, in the event the Lien relates to Subordinated Indebtedness, the obligations so secured until such time as such obligations are no longer secured by a Lien.

Merger, Consolidation or Sale of All or Substantially All Assets

        The Issuer may not consolidate or merge with or into or wind up into (whether or not the Issuer is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to any Person unless

        (1)   the Issuer is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the "Successor Company");

        (2)   the Successor Company, if other than the Issuer, expressly assumes all the obligations of the Issuer under the Indenture and the notes pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

        (3)   immediately after such transaction no Default or Event of Default exists;

        (4)   immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period,

        (A)  the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first sentence of the covenant described under "—Limitations on Incurrence of Indebtedness and Issuance of Disqualified Stock" or

113

        (B)  the Fixed Charge Coverage Ratio for the Successor Company and the Restricted Subsidiaries would be greater than such Ratio for the Issuer and the Restricted Subsidiaries immediately prior to such transaction;

        (5)   each Guarantor, unless it is the other party to the transactions described above, in which case clause (2) of the second succeeding paragraph shall apply, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person's obligations under the Indenture and the notes; and

        (6)   the Issuer shall have delivered to the Trustee an Officers' Certificate and an opinion of counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture.

        The Successor Company will succeed to, and be substituted for the Issuer under the Indenture and the notes. Notwithstanding the foregoing clauses (3) and (4),

        (a)   any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Issuer and

        (b)   the Issuer may merge with an Affiliate incorporated solely for the purpose of reincorporating the guarantor or the Issuer in another State of the United States so long as the amount of Indebtedness of the Issuer and the Restricted Subsidiaries is not increased thereby.

        Subject to certain limitations described in the Indenture governing release of a Guarantee upon the sale, disposition or transfer of a Subsidiary Guarantor, each Subsidiary Guarantor will not, and the Issuer will not permit any Subsidiary Guarantor to, consolidate or merge with or into or wind up into (whether or not such Subsidiary Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person unless

        (A)  (1) such Subsidiary Guarantor is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Subsidiary Guarantor or such Person, as the case may be, being herein called the "Successor Person");

        (2)   the Successor Person, if other than such Subsidiary Guarantor, expressly assumes all the obligations of such Subsidiary Guarantor under the Indenture and such Subsidiary Guarantor's Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

        (3)   immediately after such transaction no Default or Event of Default exists; and

        (4)   the Issuer shall have delivered to the Trustee an Officers' Certificate and an opinion of counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture; or

        (B)  the transaction is made in compliance with the covenant described under "Repurchase at the Option of Holders—Asset Sales."

        Subject to certain limitations described in the Indenture, the Successor Person will succeed to, and be substituted for, such Subsidiary Guarantor under the Indenture and such Subsidiary Guarantor's Guarantee. Notwithstanding the foregoing, any Subsidiary Guarantor may merge into or transfer all or part of its properties and assets to another Subsidiary Guarantor or the Issuer.

114

Transactions with Affiliates

        The Issuer will not, and will not permit any Restricted Subsidiary to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Issuer (each of the foregoing, an "Affiliate Transaction") involving aggregate payments or consideration in excess of $5.0 million, unless

        (a)   such Affiliate Transaction is on terms that are not materially less favorable to the Issuer or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Issuer or such Restricted Subsidiary with an unrelated Person and

        (b)   the Issuer delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $10.0 million, a resolution adopted by the majority of the Board of Directors approving such Affiliate Transaction and set forth in an Officers' Certificate certifying that such Affiliate Transaction complies with clause (a) above.

The foregoing provisions will not apply to the following:

        (1)   Transactions between or among the Issuer and/or any of the Restricted Subsidiaries;

        (2)   Restricted Payments permitted by the provisions of the Indenture described above under the covenant "—Limitation on Restricted Payments" and the definition of "Permitted Investments;"

        (3)   the payment of management, consulting, monitoring and advisory fees and related expenses to Kohlberg Kravis Roberts & Co. L.P. and its Affiliates;

        (4)   the payment of reasonable and customary fees paid to, and indemnities provided on behalf of, officers, directors, employees or consultants of the Issuer, any of its direct or indirect parent corporations or any Restricted Subsidiary;

        (5)   payments by the Issuer or any Restricted Subsidiary to Kohlberg Kravis Roberts & Co. L.P., and its Affiliates made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the Board of Directors of the Issuer in good faith;

        (6)   transactions in which the Issuer or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Issuer or such Restricted Subsidiary from a financial point of view or meets the requirements of clause (a) of the preceding paragraph;

        (7)   payments or loans (or cancellation of loans) to employees or consultants of the Issuer, any of its direct or indirect parent corporations or any Restricted Subsidiary which are approved by a majority of the Board of Directors of the Issuer in good faith;

        (8)   any agreement as in effect as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous to the holders in any material respect);

        (9)   the existence of, or the performance by the Issuer or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Issuer or any Restricted Subsidiary of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the

115

Issue Date shall only be permitted by this clause (9) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders in any material respect;

        (10) the Transactions and the payment of all fees and expenses related to the Transactions, in each case as disclosed in this prospectus;

        (11) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of the Indenture which are fair to the Issuer and the Restricted Subsidiaries, in the reasonable determination of the Board of Directors of the Issuer or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

        (12) the issuance of Equity Interests (other than Disqualified Stock) of the Issuer to any Permitted Holder or to any director, officer, employee or consultant; and

        (13) sales of accounts receivable, or participations therein, in connection with any Receivables Facility.

Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries

        The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:

        (a)   (1) pay dividends or make any other distributions to the Issuer or any Restricted Subsidiary on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits or

        (2)   pay any Indebtedness owed to the Issuer or any Restricted Subsidiary;

        (b)   make loans or advances to the Issuer or any Restricted Subsidiary; or

        (c)   sell, lease or transfer any of its properties or assets to the Issuer or any Restricted Subsidiary,

except (in each case) for such encumbrances or restrictions existing under or by reason of:

        (1)   contractual encumbrances or restrictions in effect on the Issue Date, including, without limitation, pursuant to the Senior Credit Facilities, the Senior Unsecured Term Loan and their related documentation;

        (2)   the Indenture and the notes;

        (3)   purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in clause (c) above on the property so acquired;

        (4)   applicable law or any applicable rule, regulation or order;

        (5)   any agreement or other instrument of a Person acquired by the Issuer or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired;

        (6)   contracts for the sale of assets, including, without limitation, customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;

116

        (7)   secured Indebtedness otherwise permitted to be incurred pursuant to the covenants described under "—Limitations on Incurrence of Indebtedness and Issuance of Disqualified Stock" and "—Liens" that limit the right of the debtor to dispose of the assets securing such Indebtedness;

        (8)   restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

        (9)   other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Issue Date pursuant to the provisions of the covenant described under "—Limitations on Incurrence of Indebtedness and Issuance of Disqualified Stock;"

        (10) customary provisions in joint venture agreements and other similar agreements;

        (11) customary provisions contained in leases and other agreements entered into in the ordinary course of business;

        (12) any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (11) above, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Issuer's board of directors, no more restrictive with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and

        (13) restrictions created in connection with any Receivables Facility that, in the good faith determination of the board of directors of the Issuer, are necessary or advisable to effect such Receivables Facility.

Limitation on Guarantees of Indebtedness by Restricted Subsidiaries

        (a)   The Issuer will not permit any Restricted Subsidiary that is a Domestic Subsidiary, other than a Guarantor or a special-purpose Restricted Subsidiary formed in connection with Receivables Facilities, to guarantee the payment of any Indebtedness of the Issuer or any other Guarantor unless

        (A)  such Restricted Subsidiary simultaneously executes and delivers supplemental indentures to the Indenture providing for a guarantee of payment of the notes by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor

        (1)   if the notes or such Guarantor's Guarantee of the notes are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indentures shall be subordinated to such Restricted Subsidiary's guarantee with respect to such Indebtedness substantially to the same extent as the notes are subordinated to such Indebtedness under the Indenture and

        (2)   if such Indebtedness is by its express terms subordinated in right of payment to the notes or such Guarantor's Guarantee of the notes, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary's Guarantee with respect to the notes substantially to the same extent as such Indebtedness is subordinated to the notes;

        (B)  such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other

117

rights against the Issuer or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its guarantee; and

        (C)  such Restricted Subsidiary shall deliver to the Trustee an opinion of counsel to the effect that

        (1)   such Guarantee of the notes has been duly executed and authorized and

        (2)   such Guarantee of the notes constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity;

provided that this paragraph (a) shall not be applicable to any guarantee of any Restricted Subsidiary

        (x)   that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; or

        (y)   that guarantees the payment of Obligations of the Issuer or any Restricted Subsidiary under the Senior Credit Facilities, the Senior Unsecured Term Loan or any other Senior Indebtedness and any refunding, refinancing or replacement thereof, in whole or in part, provided that such refunding, refinancing or replacement thereof constitutes Senior Indebtedness and provided further that any such Senior Indebtedness and any refunding, refinancing or replacement thereof is not incurred pursuant to a registered offering of securities under the Securities Act or a private placement of securities (including under Rule 144A) pursuant to an exemption from the registration requirements of the Securities Act, which private placement provides for registration rights under the Securities Act.

        (b)   Notwithstanding the foregoing and the other provisions of the Indenture, any Guarantee by a Restricted Subsidiary of the notes shall provide by its terms that it shall be automatically and unconditionally released and discharged upon

        (A)  any sale, exchange or transfer (by merger or otherwise) of all of the Issuer's Capital Stock in such Guarantor (including any sale, exchange or transfer following which the applicable Guarantor is no longer a Restricted Subsidiary) or all or substantially all the assets of such Guarantor, which sale, exchange or transfer is made in compliance with the applicable provisions of the Indenture,

        (B)  the release or discharge of the guarantee by such Restricted Subsidiary which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee, or

        (C)  if the Issuer properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary.

Limitation on Other Senior Subordinated Indebtedness

        The Issuer will not, and will not permit any Subsidiary Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinate in right of payment to any Indebtedness of the Issuer or any Subsidiary Guarantor, as the case may be, unless such Indebtedness is either

        (a)   equal in right of payment with the notes or such Subsidiary Guarantor's Guarantee, as the case may be, or

118

        (b)   subordinate in right of payment to the notes or such Subsidiary Guarantor's Guarantee, as the case may be.

        No such Indebtedness will be considered to be senior by virtue of being secured on a first or junior priority basis.

Reports and Other Information

        Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the Securities and Exchange Commission, the Indenture will require the Issuer to file with the Commission (and make available to the Trustee and Holders of the notes (without exhibits), without cost to each Holder, within 15 days after it files them with the Commission),

        (a)   within 90 days (or the successor time period then in effect under the rules and regulations of the Exchange Act) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;

        (b)   within 45 days (or the successor time period then in effect under the rules and regulations of the Exchange Act) after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q, containing the information required to be contained therein, or any successor or comparable form;

        (c)   promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and

        (d)   any other information, documents and other reports which the Issuer would be required to file with the Commission if it were subject to Section 13 or 15(d) of the Exchange Act;

provided that the Issuer shall not be so obligated to file such reports with the Commission if the Commission does not permit such filing, in which event the Issuer will make available such information to prospective purchasers of notes, in addition to providing such information to the Trustee and the Holders of the notes, in each case within 15 days after the time the Issuer would be required to file such information with the Commission, if it were subject to Sections 13 or 15(d) of the Exchange Act.

        For so long as the Parent Guarantor is a Guarantor of the notes, the Indenture will permit the Issuer to satisfy its obligations in this covenant with respect to financial information relating to the Issuer by furnishing financial information relating to the Parent Guarantor; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent Guarantor, on the one hand, and the information relating to the Issuer and the Restricted Subsidiaries on a standalone basis, on the other hand.

        Notwithstanding the foregoing, such requirements shall be deemed satisfied prior to the commencement of the exchange offer or the effectiveness of the shelf registration statement by the filing with the Commission of the exchange offer registration statement and/or shelf registration statement within the time periods specified in the registration rights agreement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act.

Events of Default and Remedies

        The following events constitute Events of Default under the Indenture:

        (1)   default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the notes issued under the Indenture whether or not such payment shall be prohibited by the subordination provisions relating to the notes;

119

        (2)   default for 30 days or more in the payment when due of interest on or with respect to the notes issued under the Indenture whether or not such payment shall be prohibited by the subordination provisions relating to the notes;

        (3)   failure by the Issuer or any Subsidiary Guarantor for 30 days after receipt of written notice given by the Trustee or the Holders of at least 30% in principal amount of the notes then outstanding and issued under the Indenture to comply with any of its other agreements in the Indenture or the notes;

        (4)   default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Issuer or any Restricted Subsidiary or the payment of which is guaranteed by the Issuer or any Restricted Subsidiary, other than Indebtedness owed to the Issuer or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the notes, if both

        (A)  such default either results from the failure to pay any such Indebtedness at its stated final maturity (after giving effect to any applicable grace periods) or relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity and

        (B)  the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $25.0 million or more at any one time outstanding;

        (5)   failure by the Issuer or any Significant Subsidiary to pay final judgments aggregating in excess of $25.0 million, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;

        (6)   certain events of bankruptcy or insolvency with respect to the Issuer or any Significant Subsidiary; or

        (7)   the Guarantee of any Significant Subsidiary shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of any Guarantor that is a Significant Subsidiary, as the case may be, denies that it has any further liability under its Guarantee or gives notice to such effect, other than by reason of the termination of the related Indenture or the release of any such Guarantee in accordance with the Indenture.

        If any Event of Default (other than of a type specified in clause (6) above) occurs and is continuing under the Indenture, the Trustee or the Holders of at least 30% in principal amount of the then outstanding notes issued under the Indenture may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding notes issued under the Indenture to be due and payable immediately; provided, however, that, so long as any Indebtedness permitted to be incurred under the Indenture as part of the Senior Credit Facilities or the Senior Unsecured Term Loan shall be outstanding, no such acceleration shall be effective until the earlier of

        (1)   acceleration of any such Indebtedness under such Senior Credit Facilities or the Senior Unsecured Term Loan, as the case may be, or

        (2)   five business days after the giving of written notice of such acceleration to the Issuer and the administrative agent under each of the Senior Credit Facilities and the Senior Unsecured Term Loan.

120

        Upon the effectiveness of such declaration, such principal and interest will be due and payable immediately. Notwithstanding the foregoing, in the case of an Event of Default arising under clause (6) of the first paragraph of this section, all outstanding notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding notes issued under the Indenture may direct the Trustee in its exercise of any trust or power. The Indenture provides that the Trustee may withhold from Holders notice of any continuing Default or Event of Default, except a Default or Event of Default relating to the payment of principal, premium, if any, or interest, if it determines that withholding notice is in their interest. In addition, the Trustee shall have no obligation to accelerate the notes if in the best judgment of the Trustee acceleration is not in the best interest of the Holders of such notes.

        The Indenture provides that the Holders of a majority in aggregate principal amount of the then outstanding notes issued thereunder by notice to the Trustee may on behalf of the Holders of all of such notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest on, premium, if any, or the principal of any such note held by a non-consenting Holder. In the event of any Event of Default specified in clause (4) above, such Event of Default and all consequences thereof (excluding any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose

        (x)   the Indebtedness or guarantee that is the basis for such Event of Default has been discharged, or

        (y)   the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default, or

        (z)   if the default that is the basis for such Event of Default has been cured.

        The Indenture provides that the Issuer is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Issuer is required, within five Business Days, upon becoming aware of any Default or Event of Default or any default under any document, instrument or agreement representing Indebtedness of the Issuer or any Subsidiary Guarantor, to deliver to the Trustee a statement specifying such Default or Event of Default.

No Personal Liability of Directors, Officers, Employees and Stockholders

        No director, officer, employee, incorporator or stockholder of the Issuer or any Guarantor or any of their parent companies shall have any liability for any obligations of the Issuer or the Guarantors under the notes, the Guarantees or the Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder 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.

Legal Defeasance and Covenant Defeasance

        The obligations of the Issuer and the Guarantors under the Indenture will terminate (other than certain obligations) and will be released upon payment in full of all of the notes issued under the Indenture. The Issuer may, at its option and at any time, elect to have all of its obligations discharged with respect to the notes issued under the Indenture and have each Guarantor's obligation discharged with respect to its Guarantee ("Legal Defeasance") and cure all then existing Events of Default except for

121

        (1)   the rights of Holders of notes issued under the Indenture to receive payments in respect of the principal of, premium, if any, and interest on such notes when such payments are due solely out of the trust created pursuant to the Indenture,

        (2)   the Issuer's obligations with respect to notes issued under the Indenture concerning issuing temporary notes, registration of such notes, mutilated, destroyed, lost or stolen notes and the maintenance of an office or agency for payment and money for security payments held in trust,

        (3)   the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer's obligations in connection therewith and

        (4)   the Legal Defeasance provisions of the Indenture.

        In addition, the Issuer may, at its option and at any time, elect to have its obligations and those of each Guarantor released with respect to certain covenants that are described in the Indenture ("Covenant Defeasance") and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the notes. In the event Covenant Defeasance occurs, certain events (not including bankruptcy, receivership, rehabilitation and insolvency events pertaining to the Issuer) described under "Events of Default" will no longer constitute an Event of Default with respect to the notes.

        In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the notes issued under the Indenture:

        (1)   the Issuer must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium, if any, and interest due on the notes issued under the Indenture on the stated maturity date or on the redemption date, as the case may be, of such principal, premium, if any, or interest on the notes;

        (2)   in the case of Legal Defeasance, the Issuer shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions,

        (A)  the Issuer has received from, or there has been published by, the United States Internal Revenue Service a ruling or

        (B)  since the issuance of the notes, there has been a change in the applicable U.S. federal income tax law,

in either case to the effect that, and based thereon such opinion of counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

        (3)   in the case of Covenant Defeasance, the Issuer shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

        (4)   no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit) shall have occurred and be continuing on the date of such deposit;

122

        (5)   such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Senior Credit Facilities, the Senior Unsecured Term Loan or any other material agreement or instrument (other than the Indenture) to which, the Issuer or any Guarantor is a party or by which the Issuer or any guarantor is bound;

        (6)   the Issuer shall have delivered to the Trustee an opinion of counsel to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally under any applicable U.S. federal or state law, and that the Trustee has a perfected security interest in such trust funds for the ratable benefit of the Holders;

        (7)   the Issuer shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Issuer with the intent of defeating, hindering, delaying or defrauding any creditors of the Issuer or any Guarantor or others; and

        (8)   the Issuer shall have delivered to the Trustee an Officers' Certificate and an opinion of counsel in the United States (which opinion of counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

Satisfaction and Discharge

        The Indenture will be discharged and will cease to be of further effect as to all notes issued thereunder, when either

        (a)   all such notes theretofore authenticated and delivered, except lost, stolen or destroyed notes which have been replaced or paid and notes for whose payment money has theretofore been deposited in trust, have been delivered to the Trustee for cancellation; or

        (b)   (1) all such notes not theretofore delivered to such Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise or will become due and payable within one year and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with such Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption;

        (2)   no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit) with respect to the Indenture or the notes issued thereunder shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer or any Guarantor is a party or by which the Issuer or any Guarantor is bound;

        (3)   the Issuer has paid or caused to be paid all sums payable by it under the Indenture; and

        (4)   the Issuer has delivered irrevocable instructions to the Trustee under the Indenture to apply the deposited money toward the payment of such notes at maturity or the redemption date, as the case may be.

        In addition, the Issuer must deliver an Officers' Certificate and an opinion of counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied.

123

Transfer and Exchange

        A Holder may transfer or exchange notes in accordance with the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Issuer may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Issuer is not required to transfer or exchange any note selected for redemption. Also, the Issuer is not required to transfer or exchange any note for a period of 15 days before a selection of notes to be redeemed.

        The registered Holder of a note will be treated as the owner of the note for all purposes.

Amendment, Supplement and Waiver

        Except as provided in the next two succeeding paragraphs, the Indenture, any related guarantee and the notes issued thereunder may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the notes then outstanding and issued under the Indenture, including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, notes, and any existing Default or Event of Default or compliance with any provision of the Indenture or the notes issued thereunder may be waived with the consent of the Holders of a majority in principal amount of the then outstanding notes issued under the Indenture, other than notes beneficially owned by the Issuer or its Affiliates (including consents obtained in connection with a purchase of or tender offer or exchange offer for notes).

        The Indenture provides that, without the consent of each Holder affected, an amendment or waiver may not, with respect to any notes issued under the Indenture and held by a non-consenting Holder:

        (1)   reduce the principal amount of notes whose Holders must consent to an amendment, supplement or waiver,

        (2)   reduce the principal of or change the fixed maturity of any such note or alter or waive the provisions with respect to the redemption of the notes (other than provisions relating to the covenants described above under the caption "—Repurchase at the Option of Holders"),

        (3)   reduce the rate of or change the time for payment of interest on any note,

        (4)   waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the notes issued under the Indenture, except a rescission of acceleration of the notes by the Holders of at least a majority in aggregate principal amount of the notes and a waiver of the payment default that resulted from such acceleration, or in respect of a covenant or provision contained in the Indenture or any guarantee which cannot be amended or modified without the consent of all Holders,

        (5)   make any note payable in money other than that stated in the notes,

        (6)   make any change in the provisions of the indenture relating to waivers of past Defaults or the rights of Holders to receive payments of principal of or premium, if any, or interest on the notes,

        (7)   make any change in these amendment and waiver provisions,

        (8)   impair the right of any Holder to receive payment of principal of, or interest on such Holder's notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder's notes or

        (9)   make any change in the subordination provisions of the Indenture that would adversely affect the Holders.

124

        Notwithstanding the foregoing, without the consent of any Holder, the Issuer, any Guarantor (with respect to a Guarantee or the Indenture to which it is a party) and the Trustee may amend or supplement the Indenture, any Guarantee or the notes:

        (1)   to cure any ambiguity, omission, defect or inconsistency;

        (2)   to provide for uncertificated notes in addition to or in place of certificated notes;

        (3)   to comply with the covenant relating to mergers, consolidations and sales of assets;

        (4)   to provide the assumption of the Issuer's or any Guarantor's obligations to Holders;

        (5)   to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under the Indenture of any such Holder;

        (6)   to add covenants for the benefit of the Holders or to surrender any right or power conferred upon the Issuer;

        (7)   to comply with requirements of the Commission in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act;

        (8)   to evidence and provide for the acceptance and appointment under the Indenture of a successor Trustee pursuant to the requirements thereof;

        (9)   to provide for the issuance of exchange notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable;

        (10) to add a Guarantor under the Indenture or to release the Parent Guarantor's Guarantee; or

        (11) to conform the text of the Indenture, Guarantees or the notes to any provision of this Description of Notes to the extent that such provision in this Description of Notes was intended to be a verbatim recitation of a provision of the Indenture, the Guarantees or the notes.

        The consent of the Holders is not necessary under the Indenture to approve the particular form of any proposed amendment. It is sufficient if such consent approves the substance of the proposed amendment.

Notices

        Notices given by publication will be deemed given on the first date on which publication is made and notices given by first-class mail, postage prepaid, will be deemed given five calendar days after mailing.

Concerning the Trustee

        The Indenture contains certain limitations on the rights of the Trustee, should it become a creditor of the Issuer, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the Commission for permission to continue or resign.

        The Indenture provides that the Holders of a majority in principal amount of the outstanding notes issued thereunder will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The Indenture provides that in case an Event of Default shall occur (which shall not be cured), the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to

125

exercise any of its rights or powers under the Indenture at the request of any Holder of the notes, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

Governing Law

        The Indenture, the notes and any Guarantee will be governed by and construed in accordance with the laws of the State of New York.

Certain Definitions

        Set forth below are certain defined terms used in the Indenture. Reference is made to the Indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided. For purposes of the Indenture, unless otherwise specifically indicated, the term "consolidated" with respect to any Person refers to such Person consolidated with its Restricted Subsidiaries, and excludes from such consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not an Affiliate of such Person.

        "Acquired Indebtedness" means, with respect to any specified Person,

        (1)   Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including, without limitation, Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person, and

        (2)   Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

        "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by" and "under common control with"), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

        "Applicable Premium" means, with respect to any note on any Redemption Date, the greater of:

        (1)   1.0% of the principal amount of the note; or

        (2)   the excess of:

        (a)   the present value at such redemption date of (i) the redemption price of the note at June 15, 2009 (such redemption price being set forth in the table appearing above under the caption "—Optional Redemption"), plus(ii) all required interest payments due on the note through June 15, 2009 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over

        (b)   the principal amount of the note, if greater.

"Asset Sale" means

        (1)   the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a sale and leaseback) of the Issuer or any Restricted Subsidiary (each referred to in this definition as a "disposition") or

126

        (2)   the issuance or sale of Equity Interests of any Restricted Subsidiary, whether in a single transaction or a series of related transactions, in each case, other than:

        (a)   a disposition of Cash Equivalents or Investment Grade Securities or obsolete or worn out equipment in the ordinary course of business or inventory or goods held for sale in the ordinary course of business;

        (b)   the disposition of all or substantially all of the assets of the Issuer in a manner permitted pursuant to the provisions described above under "—Certain Covenants—Merger, Consolidation or Sale of All or Substantially All Assets" or any disposition that constitutes a Change of Control pursuant to the Indenture;

        (c)   the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under the covenant described above under "—Certain Covenants—Limitation on Restricted Payments;"

        (d)   any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value of less than $2.5 million;

        (e)   any disposition of property or assets or issuance of securities by a Restricted Subsidiary to the Issuer or by the Issuer or a Restricted Subsidiary to a Restricted Subsidiary;

        (f)    to the extent allowable under Section 1031 of the Internal Revenue Code of 1986, any exchange of like property (excluding any boot thereon) for use in a Similar Business;

        (g)   the lease, assignment or sub-lease of any real or personal property in the ordinary course of business;

        (h)   any sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (with the exception of Investments in Unrestricted Subsidiaries acquired pursuant to clause (j) of the definition of Permitted Investments);

        (i)    foreclosures on assets;

        (j)    sales of accounts receivable, or participations therein, in connection with any Receivables Facility; and

        (k)   any financing transaction with respect to property built or acquired by the Issuer or any Restricted Subsidiary after the Issue Date, including, without limitation, sale leasebacks and asset securitizations permitted by the Indenture.

        "Capital Stock" means

        (1)   in the case of a corporation, corporate stock,

        (2)   in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock,

        (3)   in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited), and

        (4)   any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

        "Capitalized Lease Obligation" means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

127

        "Cash Equivalents" means

        (1)   United States dollars,

        (2)   pounds sterling,

        (3)   (a) euro, or any national currency of any participating member state in the European Union or,

        (b)   in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by them from time to time in the ordinary course of business,

        (4)   securities issued or directly and fully and unconditionally guaranteed or insured by the United States government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition,

        (5)   certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers' acceptances with maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus in excess of $500.0 million,

        (6)   repurchase obligations for underlying securities of the types described in clauses (4) and (5) entered into with any financial institution meeting the qualifications specified in clause (5) above,

        (7)   commercial paper rated at least P-1 by Moody's or at least A-l by S&P and in each case maturing within 12 months after the date of creation thereof,

        (8)   investment funds investing 95% of their assets in securities of the types described in clauses (1) through (7) above,

        (9)   readily marketable direct obligations issued by any state of the United States of America or any political subdivision thereof having one of the two highest rating categories obtainable from either Moody's or S&P with maturities of 24 months or less from the date of acquisition and

        (10) Indebtedness or preferred stock issued by Persons with a rating of "A" or higher from S&P or "A2" or higher from Moody's with maturities of 12 months or less from the date of acquisition.

        Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) through (3) above, provided that such amounts are converted into any currency listed in clauses (1) through (3) as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

        "Change of Control" means the occurrence of any of the following:

        (1)   the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Issuer and its Subsidiaries, taken as a whole, to any Person other than a Permitted Holder; or

        (2)   the Issuer becomes aware of (by way of a report or any other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than the Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within

128

the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more of the total voting power of the Voting Stock of the Parent or any of its direct or indirect parent corporations.

        "Consolidated Depreciation and Amortization Expense" means with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees, and other noncash charges, excluding any noncash item that represents an accrual or reserve for a cash expenditure for a future period, of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

        "Consolidated Interest Expense" means, with respect to any Person for any period, the sum, without duplication, of:

        (a)   consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted in computing Consolidated Net Income (including amortization of original issue discount resulting from the issuance of Indebtedness at less than par, non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to Financial Accounting Standards Board Statement No. 133—"Accounting for Derivative Instruments and Hedging Activities"), the interest component of Capitalized Lease Obligations and net payments, if any, pursuant to interest rate Hedging Obligations, and excluding amortization of deferred financing fees and any expensing of bridge or other financing fees), and

        (b)   consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued less

        (c)   interest income for such period.

        "Consolidated Net Income" means, with respect to any Person for any period, the aggregate of the Net Income, of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that

        (1)   any net after-tax extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses (including, without limitation, relating to severance, relocation, new product introductions and the Transactions) shall be excluded,

        (2)   the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period,

        (3)   any net after-tax income (loss) from disposed or discontinued operations and any net after-tax gains or losses on disposal of disposed or discontinued operations shall be excluded,

        (4)   any net after-tax gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business, as determined in good faith by the Board of Directors of the Issuer, shall be excluded,

        (5)   the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of the Issuer shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period,

        (6)   solely for the purpose of determining the amount available for Restricted Payments under clause (c)(1) of the first paragraph of "Certain Covenants—Limitation on Restricted Payments," the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be

129

excluded if the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or in similar distributions has been legally waived, provided that Consolidated Net Income of the Issuer will be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to the Issuer or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein,

        (7)   any increase in amortization or depreciation or other non-cash charges resulting from the application of purchase accounting in relation to the Transactions or any acquisition that is consummated after the Issue Date, net of taxes, shall be excluded,

        (8)   any net after-tax income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded,

        (9)   any impairment charge or asset write-off pursuant to Financial Accounting Standards Board Statement No. 142 and No. 144 and the amortization of intangibles arising pursuant to No. 141 shall be excluded, and

        (10) any non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options or other rights to officers, directors or employees shall be excluded.

        Notwithstanding the foregoing, for the purpose of the covenant described under "Certain Covenants—Limitation on Restricted Payments" only (other than clause (c)(4) thereof), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Issuer and the Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the Issuer and the Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by the Issuer or any Restricted Subsidiary, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under such covenant pursuant to clause (c)(4) thereof.

        "Contingent Obligations" means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness ("primary obligations") of any other Person (the "primary obligor") in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,

        (1)   to purchase any such primary obligation or any property constituting direct or indirect security therefor,

        (2)   to advance or supply funds

        (A)  for the purchase or payment of any such primary obligation or

        (B)  to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or

        (3)   to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

        "Credit Facilities" means, with respect to the Issuer, one or more debt facilities, including, without limitation, the Senior Credit Facilities and the Senior Unsecured Term Loan, or commercial paper facilities with banks or other institutional lenders or investors or indentures providing for revolving

130

credit loans, term loans, receivables financing, including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against receivables, letters of credit or other long-term indebtedness, including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof.

        "Default" means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

        "Designated Noncash Consideration" means the fair market value of noncash consideration received by the Issuer or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Noncash Consideration pursuant to an Officers' Certificate, setting forth the basis of such valuation, executed by an executive vice president and the principal financial officer of the Issuer, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Noncash Consideration.

        "Designated Preferred Stock" means preferred stock of the Issuer or any parent corporation thereof (in each case other than Disqualified Stock) that is issued for cash (other than to a Restricted Subsidiary) and is so designated as Designated Preferred Stock, pursuant to an Officers' Certificate executed by an executive vice president and the principal financial officer of the Issuer or the applicable parent corporation thereof, as the case may be, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (c) of the first paragraph of the "—Certain Covenants—Limitation on Restricted Payments" covenant.

        "Designated Senior Indebtedness" means

        (1)   any Indebtedness outstanding under the Senior Credit Facilities; and

        (2)   any other Senior Indebtedness permitted under the Indenture, the principal amount of which is $25.0 million or more and that has been designated by the Issuer as "Designated Senior Indebtedness."

        "Disqualified Stock" means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable, other than as a result of a change of control or asset sale, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, other than as a result of a change of control or asset sale, in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the notes or the date the notes are no longer outstanding; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of the Issuer or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Issuer or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

        "Domestic Subsidiary" means, with respect to any Person, any Restricted Subsidiary of such Person other than a Foreign Subsidiary.

        "EBITDA" means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period plus

        (a)   provision for taxes based on income or profits, plus franchise or similar taxes, of such Person for such period deducted in computing Consolidated Net Income, plus

131

        (b)   Consolidated Interest Expense of such Person for such period to the extent the same was deducted in calculating such Consolidated Net Income, plus

        (c)   Consolidated Depreciation and Amortization Expense of such Person for such period to the extent such depreciation and amortization were deducted in computing Consolidated Net Income, plus

        (d)   any expenses or charges related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or Indebtedness permitted to be incurred by the Indenture (whether or not successful), including such fees, expenses or charges related to the offering of the notes and the Credit Facilities, and deducted in computing Consolidated Net Income, plus

        (e)   the amount of any restructuring charge deducted in such period in computing Consolidated Net Income, including any one-time costs incurred in connection with acquisitions after the Issue Date, plus

        (f)    without duplication, any other non-cash charges reducing Consolidated Net Income for such period, excluding any such charge that represents an accrual or reserve for a cash expenditure for a future period, plus

        (g)   the amount of any minority interest expense deducted in calculating Consolidated Net Income (less the amount of any cash dividends paid to the holders of such minority interests), plus

        (h)   any net gain or loss resulting from currency exchange risk Hedging Obligations, plus

        (i)    the amount of management, monitoring, consulting and advisory fees and related expenses paid to Bain Capital, LLC or Kohlberg Kravis Roberts & Co., L.P. or any of their respective affiliates, plus

        (j)    expenses related to the implementation of enterprise resource planning systems, plus

        (k)   without duplication, the Historical Adjustments, less

        (l)    non-cash items increasing Consolidated Net Income of such Person for such period, excluding any items which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period.

        "EMU" means economic and monetary union as contemplated in the Treaty on European Union.

        "Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.

        "Equity Offering" means any public or private sale of common stock or preferred stock of the Issuer or any of its direct or indirect parent corporations (excluding Disqualified Stock), other than

        (a)   public offerings with respect to the Issuer's or any direct or indirect parent corporation's common stock registered on Form S-8 and

        (b)   any such public or private sale that constitutes an Excluded Contribution.

        "euro" means the single currency of participating member states of the EMU.

        "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

        "Excluded Contribution" means net cash proceeds, marketable securities or Qualified Proceeds received by the Issuer from

        (a)   contributions to its common equity capital, and

132

        (b)   the sale (other than to a Subsidiary of the Issuer or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Issuer) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Issuer,

in each case designated as Excluded Contributions pursuant to an officers' certificate executed by an executive vice president and the principal financial officer of the Issuer on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in clause (c) of the first paragraph under "—Certain Covenants—Limitation on Restricted Payments."

        "Existing Indebtedness" means Indebtedness of the Issuer or the Restricted Subsidiaries in existence on the Issue Date, plus interest accruing thereon.

        "Fixed Charge Coverage Ratio" means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that the Issuer or any Restricted Subsidiary incurs, assumes, guarantees or redeems any Indebtedness or issues or redeems Disqualified Stock or preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to the event for which the calculation of the Fixed Charge Coverage Ratio is made (the "Calculation Date"), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee or redemption of Indebtedness, or such issuance or redemption of Disqualified Stock or preferred stock, as if the same had occurred at the beginning of the applicable four-quarter period.

        For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, consolidations and disposed operations (as determined in accordance with GAAP) that have been made by the Issuer or any Restricted Subsidiary during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations and disposed operations (and the change in any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period. If since the beginning of such period any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Issuer or any Restricted Subsidiary since the beginning of such period) shall have made any Investment, acquisition, disposition, merger, consolidation or disposed operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation or disposed operation had occurred at the beginning of the applicable four-quarter period.

        For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Issuer. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Issuer to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank

133

offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Issuer may designate.

        "Fixed Charges" means, with respect to any Person for any period, the sum of

        (a)   Consolidated Interest Expense of such Person for such period,

        (b)   all cash dividend payments (excluding items eliminated in consolidation) on any series of preferred stock (including any Designated Preferred Stock) or any Refunding Capital Stock of such Person, and

        (c)   all cash dividend payments (excluding items eliminated in consolidation) on any series of Disqualified Stock.

        "Foreign Subsidiary" means, with respect to any Person, any Restricted Subsidiary of such Person that is not organized or existing under the laws of the United States, any state thereof the District of Columbia, or any territory thereof.

        "GAAP" means generally accepted accounting principles in the United States which are in effect on the Issue Date.

        "Government Securities" means securities that are

        (a)   direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged, or

        (b)   obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

        "guarantee" means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including, without limitation, letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

        "Guarantee" means the guarantee by any Guarantor of the Issuer's Indenture Obligations.

        "Hedging Obligations" means, with respect to any Person, the obligations of such Person under

•

currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements and



•

other agreements or arrangements designed to protect such Person against fluctuations in currency exchange, interest rates or commodity prices.

        "Holder" means a holder of the notes.

134

        "Historical Adjustments" means with respect to any Person, without duplication, the following items to the extent incurred prior to the Issue Date:

        (1)   costs and expenses associated with the introduction of new products (as determined by management of the Issuer),

        (2)   management fees incurred by the Issuer relating to Bain Capital Management,

        (3)   consulting fees incurred by the Issuer relating to Bain Consulting,

        (4)   charges associated with changes in estimates related to workers compensation and vacation pay reserves,

        (5)   facilities rationalization and closed facilities expenses,

        (6)   non-cash charges associated with: (i) write-offs and impairments related to affiliates, (ii) deferred debt and derivative costs and (iii) stock-based compensation,

        (7)   unusual relocation costs (as determined by management of the Issuer),

        (8)   accounts receivable process improvement costs, and

        (9)   other unusual gains or expenses (as determined by management of the Issuer) consisting of: (i) consulting expenses incurred in connection with establishment of a financial subsidiary, (ii) changes in preference claim reserves, (iii) severance expenses associated with former employees, (iv) exclusion of gains associated with affiliate notes receivable, (v) cancellation of a management consulting contract, (vi) interest income and (vii) write-off of accounts receivable associated with Homelife.

        "Indebtedness" means, with respect to any Person,

        (a)   any indebtedness (including principal and premium) of such Person, whether or not contingent

        (1)   in respect of borrowed money,

        (2)   evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers' acceptances (or, without double counting, reimbursement agreements in respect thereof),

        (3)   representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business, or

        (4)   representing any Hedging Obligations,

if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP,

        (b)   to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the Indebtedness of another Person, other than by endorsement of negotiable instruments for collection in the ordinary course of business, and

        (c)   to the extent not otherwise included, Indebtedness of another Person secured by a Lien on any asset owned by such Person, whether or not such Indebtedness is assumed by such Person;

provided, however, that Contingent Obligations incurred in the ordinary course of business shall be deemed not to constitute Indebtedness; and obligations under or in respect of Receivables Facilities shall not be deemed to constitute Indebtedness.

135

        "Independent Financial Advisor" means an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Issuer, qualified to perform the task for which it has been engaged.

        "Investment Grade Securities" means

        (1)   securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents),

        (2)   debt securities or debt instruments with a rating of BBB- or higher by S&P or Baa3 or higher by Moody's or the equivalent of such rating by such rating organization, or, if no rating of S&P or Moody's then exists, the equivalent of such rating by any other nationally recognized securities rating agency, but excluding any debt securities or instruments constituting loans or advances among the Issuer and its Subsidiaries,

        (3)   investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment and/or distribution, and

        (4)   corresponding instruments in countries other than the United States customarily utilized for high quality investments.

        "Investments" means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of the Issuer in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of "Unrestricted Subsidiary" and the covenant described under "—Certain Covenants—Limitation on Restricted Payments,"

        (1)   "Investments" shall include the portion (proportionate to the Issuer's equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Issuer at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary, the Issuer shall be deemed to continue to have a permanent "Investment" in an Unrestricted Subsidiary in an amount (if positive) equal to

        (x)   the Issuer's "Investment" in such Subsidiary at the time of such redesignation less

        (y)   the portion (proportionate to the Issuer's equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and

        (2)   any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Issuer.

        "Issue Date" means April 6, 2004.

        "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.

136

        "Management Group" means at any time, the Chairman of the Board, any President, any Executive Vice President or Vice President, any Managing Director, any Treasurer and any Secretary or other executive officer of any of the Parent, the Issuer or any Subsidiary of any such company at such time.

        "Moody's" means Moody's Investors Service, Inc.

        "Net Income" means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends.

        "Net Proceeds" means the aggregate cash proceeds received by the Issuer or any Restricted Subsidiary in respect of any Asset Sale, including, without limitation, any cash received upon the sale or other disposition of any Designated Noncash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Noncash Consideration, including, without limitation, legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and interest on Senior Indebtedness required (other than required by clause (1) of the second paragraph of "—Repurchase at the Option of Holders—Asset Sales") to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by the Issuer as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Issuer after such sale or other disposition thereof, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

        "Obligations" means any principal, interest, penalties, fees, indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit and banker's acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

        "Officer" means the Chairman of the Board, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Issuer.

        "Officers' Certificate" means a certificate signed on behalf of the Issuer by two Officers of the Issuer, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Issuer that meets the requirements set forth in the Indenture.

        "Parent" means Sealy Corporation.

        "Permitted Asset Swap" means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Issuer or any of its Restricted Subsidiaries and another Person; provided, that any cash or Cash Equivalents received must be applied in accordance with the "Asset Sales" covenant.

        "Permitted Holders" means Kohlberg Kravis Roberts & Co. L.P., its Affiliates and the Management Group.

        "Permitted Investments" means

        (a)   any Investment in the Issuer or any Restricted Subsidiary;

        (b)   any Investment in cash and Cash Equivalents or Investment Grade Securities;

        (c)   any Investment by the Issuer or any Restricted Subsidiary of the Issuer in a Person that is engaged in a Similar Business if as a result of such Investment

        (1)   such Person becomes a Restricted Subsidiary or

137

        (2)   such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Issuer or a Restricted Subsidiary;

        (d)   any Investment in securities or other assets not constituting cash or Cash Equivalents and received in connection with an Asset Sale made pursuant to the provisions of "—Repurchase at the Option of Holders—Asset Sales" or any other disposition of assets not constituting an Asset Sale;

        (e)   any Investment existing on the Issue Date;

        (f)    advances to employees not in excess of $10.0 million outstanding at any one time, in the aggregate;

        (g)   any Investment acquired by the Issuer or any Restricted Subsidiary

        (1)   in exchange for any other Investment or accounts receivable held by the Issuer or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the Issuer of such other Investment or accounts receivable or

        (2)   as a result of a foreclosure by the Issuer or any Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

        (h)   Hedging Obligations permitted under clause (k) of the covenant described in "—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock" covenant;

        (i)    loans and advances to officers, directors and employees for business-related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business;

        (j)    any Investment in a Similar Business having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (j) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash and/or marketable securities), not to exceed the greater of (x) $60.0 million and (y) 6.0% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

        (k)   Investments the payment for which consists of Equity Interests of the Issuer, or any of its direct or indirect parent corporations (exclusive of Disqualified Stock); provided, however, that such Equity Interests will not increase the amount available for Restricted Payments under clause (c) of the first paragraph under the covenant described in "—Certain Covenants—Limitation on Restricted Payments;"

        (1)   guarantees of Indebtedness permitted under the covenant described in "—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock;"

        (m)  any transaction to the extent it constitutes an investment that is permitted and made in accordance with the provisions of the second paragraph of the covenant described under "—Certain Covenants—Transactions with Affiliates" (except transactions described in clauses (2), (6), (7) and (11) of such paragraph);

138

        (n)   Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment or the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;

        (o)   additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (o) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash and/or marketable securities), not to exceed the greater of (x) $35.0 million and (y) 3.5% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); and

        (p)   Investments relating to any special purpose wholly-owned subsidiary of the Issuer organized in connection with a Receivables Facility that, in the good faith determination of the Board of Directors of the Issuer, are necessary or advisable to effect such Receivables Facility.

        "Permitted Junior Securities" means

        (1)   Equity Interests in the Issuer, any Guarantor or any direct or indirect parent of the Issuer; or

        (2)   debt securities that are subordinated to all Senior Indebtedness (and any debt securities issued in exchange for Senior Indebtedness) to substantially the same extent as, or to a greater extent than, the notes and the subsidiary guarantees are subordinated to Senior Indebtedness under the Indenture;

provided that the term "Permitted Junior Securities" shall not include any securities distributed pursuant to a plan of reorganization if the Indebtedness under the Senior Credit Facilities is treated as part of the same class as the notes for purposes of such plan of reorganization.

        "Permitted Liens" means, with respect to any Person:

        (1)   pledges or deposits by such Person under workmen's compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;

        (2)   Liens imposed by law, such as carriers', warehousemen's and mechanics' Liens, in each case for sums not yet due or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review;

        (3)   Liens for taxes, assessments or other governmental charges not yet due or payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate proceedings;

        (4)   Liens in favor of issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

        (5)   minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental, to the conduct of the business of such Person or to the ownership of its properties which were not

139

incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

        (6)   (A) Liens securing Senior Indebtedness permitted to be incurred pursuant to the first paragraph of the covenant described under "—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock" and (B) Liens securing Indebtedness permitted to be incurred pursuant to clause (e) or (n) of the second paragraph of the covenant described under "—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock";

        (7)   Liens existing on the Issue Date;

        (8)   Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a subsidiary; provided, further, however, that such Liens may not extend to any other property owned by the Issuer or any Restricted Subsidiary;

        (9)   Liens on property at the time the Issuer or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the Issuer or any Restricted Subsidiary; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition; provided, further, however, that the Liens may not extend to any other property owned by the Issuer or any Restricted Subsidiary;

        (10) Liens securing Indebtedness or other obligations of a Restricted Subsidiary owning to the Issuer or another Restricted Subsidiary permitted to be incurred in accordance with the covenant described under "—Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock;"

        (11) Liens securing Hedging Obligations so long as the related Indebtedness is, and is permitted to be under the senior subordinated indenture, secured by a Lien on the same property securing such Hedging Obligations;

        (12) Liens on specific items of inventory of other goods and proceeds of any Person securing such Person's obligations in respect of bankers' acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

        (13) Leases and subleases of real property which do not materially interfere with the ordinary conduct of the business of the Issuer or any of the Restricted Subsidiaries;

        (14) Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Issuer and its Restricted Subsidiaries in the ordinary course of business;

        (15) Liens in favor of the Issuer or any Guarantor;

        (16) Liens on equipment of the Issuer or any Restricted Subsidiary granted in the ordinary course of business to the Issuer's client at which such equipment is located;

        (17) Liens on accounts receivable and related assets incurred in connection with a Receivables Facility;

        (18) Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6)(B), (7), (8), (9), (10), (11) and (15); provided however, that (x) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (y) the

140

Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6)(B), (7), (8), (9), (10), (11) and (15) at the time the original Lien became a Permitted Lien under the senior subordinated indenture, and (B) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement; and

        (19) other Liens securing obligations incurred in the ordinary course of business which obligations do not exceed $25 million at any one time outstanding.

        "Person" means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

        "preferred stock" means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.

        "Qualified Proceeds" means assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business; provided that the fair market value of any such assets or Capital Stock shall be determined by the board of directors in good faith.

        "Receivables Facility" means one or more receivables financing facilities, as amended from time to time, the Indebtedness of which is non-recourse (except for standard representations, warranties, covenants and indemnities made in connection with such facilities) to the Issuer and the Restricted Subsidiaries pursuant to which the Issuer and/or any of its Restricted Subsidiaries sells its accounts receivable to a Person that is not a Restricted Subsidiary.

        "Receivables Fees" means distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Facility.

        "Related Business Assets" means assets (other than cash or Cash Equivalents) used or useful in a Similar Business, providedthat any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

        "Representative" means the trustee, agent or representative (if any) for an issuer of Senior Indebtedness.

        "Restricted Investment" means an Investment other than a Permitted Investment.

        "Restricted Subsidiary" means, at any time, any direct or indirect Subsidiary of the Issuer (including any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of "Restricted Subsidiary."

        "S&P" means Standard and Poor's Ratings Group.

        "Securities Act" means the Securities Act of 1933 and the rules and regulations of the Commission promulgated thereunder.

        "Senior Credit Facilities" means the Credit Agreement, dated as of April 6, 2004, by and among Sealy Mattress Company, Sealy Canada, Ltd., Sealy Corporation, Sealy Mattress Corporation, the other credit parties signatory thereto, J.P. Morgan Securities Inc., Goldman Sachs Credit Partners L.P., General Electric Capital Corporation, ING Financial Markets LLC and Royal Bank of Canada, the lenders signatory thereto from time to time and JPMorgan Chase Bank, as Administrative Agent,

141

including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof.

        "Senior Indebtedness" means

        (a)   all Indebtedness of the Issuer or any Guarantor outstanding under the Credit Facilities (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization of the Issuer or any Guarantor, regardless of whether or not a claim for post-filing interest is allowed in such proceedings);

        (b)   all Hedging Obligations (and guarantees thereof) permitted to be incurred under the terms of the Indenture;

        (c)   any other Indebtedness of the Issuer or any Guarantor permitted to be incurred under the terms of the Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the notes or any subsidiary guarantee; and

        (d)   all Obligations with respect to the items listed in the preceding clauses (a), (b) and (c).

        "Senior Subordinated Indebtedness" means

        (a)   with respect to the Issuer, Indebtedness which ranks equal in right of payment to the notes, and

        (b)   with respect to any Guarantor, Indebtedness which ranks equal in right of payment to the Guarantee of such Guarantor.

        "Senior Unsecured Term Loan" means the Senior Unsecured Term Loan Agreement, dated as of April 6, 2004, among the Issuer, the Parent, Sealy Mattress Corporation, J.P. Morgan Securities Inc., as joint lead arranger and joint bookrunner, Goldman Sachs Credit Partners L.P., as joint lead arranger and joint bookrunner, and the other agents and the lenders party thereto, including any guarantees, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof.

        "Significant Subsidiary" means any Restricted Subsidiary that would be a "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the date hereof.

        "Similar Business" means any business conducted or proposed to be conducted by the Issuer and its Restricted Subsidiaries on the date of the Indenture or any business that is similar, reasonably related, incidental or ancillary thereto.

        "Special Interest" means all liquidated damages then owing pursuant to the registration rights agreement.

        "Subordinated Indebtedness" means

        (a)   with respect to the Issuer, any Indebtedness of the Issuer which is by its terms subordinated in right of payment to the notes, and

142

        (b)   with respect to any Guarantor, any Indebtedness of such Guarantor which is by its terms subordinated in right of payment to the guarantee of such Guarantor.

        "Subsidiary" means, with respect to any Person,

        (1)   any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof and

        (2)   any partnership, joint venture, limited liability company or similar entity of which

        (x)   more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise, and

        (y)   such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

        "Total Assets" means the total assets of the Issuer and the Restricted Subsidiaries, as shown on the most recent balance sheet of the Issuer.

        "Transactions" means the Recapitalization as described elsewhere in this prospectus.

        "Treasury Rate" means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to June 15, 2009; provided, however, that if the period from the redemption date to June 15, 2009, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.

        "Unrestricted Subsidiary" means

        (1)   any Subsidiary of the Issuer which at the time of determination is an Unrestricted Subsidiary (as designated by the Board of Directors of the Issuer, as provided below) and

        (2)   any Subsidiary of an Unrestricted Subsidiary.

        The Board of Directors of the Issuer may designate any Subsidiary of the Issuer (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on, any property of, the Issuer or any Subsidiary of the Issuer (other than any Subsidiary of the Subsidiary to be so designated), provided that

        (a)   any Unrestricted Subsidiary must be an entity of which shares of the capital stock or other equity interests (including partnership interests) entitled to cast at least a majority of the votes that may be cast by all shares or equity interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by the Issuer,

        (b)   such designation complies with the covenants described under "—Certain Covenants Limitation on Restricted Payments" and

        (c)   each of

143

        (1)   the Subsidiary to be so designated and

        (2)   its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Issuer or any Restricted Subsidiary.

        The Board of Directors of the Issuer may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation no Default or Event of Default shall have occurred and be continuing and either

        (1)   the Issuer could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test described in the first sentence under "—Certain Covenants—Limitations on Incurrence of Indebtedness and Issuance of Disqualified Stock" or

        (2)   the Fixed Charge Coverage Ratio for the Issuer and its Restricted Subsidiaries would be greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation.

        Any such designation by the Board of Directors of the Issuer shall be notified by the Issuer to the Trustee by promptly filing with the Trustee a copy of the board resolution giving effect to such designation and an Officers' Certificate certifying that such designation complied with the foregoing provisions.

        "Voting Stock" of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

        "Weighted Average Life to Maturity" means, when applied to any Indebtedness, Disqualified Stock or preferred stock, as the case may be, at any date, the quotient obtained by dividing

        (1)   the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or preferred stock multiplied by the amount of such payment, by

        (2)   the sum of all such payments.

        "Wholly-Owned Restricted Subsidiary" is any Wholly-Owned Subsidiary that is a Restricted Subsidiary.

        "Wholly-Owned Subsidiary" of any Person means a Subsidiary of such Person, 100% of the outstanding Capital Stock or other ownership interests of which (other than directors' qualifying shares) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.

144

BOOK ENTRY; DELIVERY AND FORM

        The exchange notes will be represented by one or more global notes in registered, global form without interest coupons (collectively, the "Global Exchange Note"). The Global Exchange Note initially will be deposited upon issuance with the Trustee as custodian for The Depository Trust Company ("DTC"), in New York, New York, and registered in the name of DTC or its nominee, in each case for credit to an account of a direct or indirect participant as described below.

        Except as set forth below, the Global Exchange Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Exchange Notes may not be exchanged for exchange notes in certificated form except in the limited circumstances describe below. See "—Exchange of Global Exchange Notes for Certificated Notes." In addition, transfer of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants (including, if applicable, those of Euroclear and Clearstream), which may change from time to time.

        The notes may be presented for registration of transfer and exchange at the offices of the registrar.

Depository Procedures

        The following description of the operations and procedures of DTC, Euroclear and Clearstream are provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to changes by them. Sealy takes no responsibility for these operations and procedures and urges investors to contact the system or their participants directly to discuss these matters.

        DTC has advised Sealy that DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the "Participants") and to facilitate the clearance and settlement of transactions in those securities between the Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers (including the initial purchasers), banks, trust companies, clearing corporations and certain other organizations. Access to DTC's system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the "Indirect Participants"). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants.

        DTC has also advised Sealy that, pursuant to procedures established by it:

        (1)   upon deposit of the Global Exchange Notes, DTC will credit the accounts of Participants with portions of the principal amount of the Global Notes; and

        (2)   ownership of these interests in the Global Exchange Notes will be shown on, and the transfer of ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interest in the Global Notes).

        Investors in the Global Exchange Notes who are Participants may hold their interests therein directly through DTC. Investors in the Global Exchange Notes who are not Participants may hold their interests therein indirectly through organizations (including Euroclear and Clearstream) which are Participants. All interests in a Global Exchange Note, including those held through Euroclear or Clearstream, may be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream may also be subject to the procedures and requirements of such systems. The laws of some states require that certain Persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Exchange Note to

145

such Persons will be limited to that extent. Because DTC can act only on behalf of the Participants, which in turn act on behalf of the Indirect Participants, the ability of a Person having beneficial interests in a Global Exchange Note to pledge such interests to Persons that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests.

Except as described below, owners of interests in the Global Exchange Notes will not have notes registered in their names, will not receive physical delivery of notes in certificated form and will not be considered the registered owners or "holders" thereof under the indenture for any purpose.

        Payments in respect of the principal of, and interest and premium, if any, and Special Interest, if any, on, a Global Exchange Note registered in the name of DTC or its nominee will be payable to DTC in its capacity as the registered holder under the indenture. Under the terms of the indenture, Sealy and the Trustee will treat the Persons in whose names the notes, including the Global Exchange Notes, are registered as the owners of the notes for the purpose of receiving payments and for all other purposes. Consequently, neither Sealy, the Trustee nor any agent of Sealy or the Trustee has or will have any responsibility or liability for:

        (1)   any aspect of DTC's records or any Participant's or Indirect Participant's records relating to or payments made on account of beneficial ownership interest in the Global Exchange Notes or for maintaining, supervising or reviewing any of DTC's records or any Participant's or Indirect Participant's records relating to the beneficial ownership interests in the Global Exchange Notes; or

        (2)   any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants.

        DTC has advised Sealy that its current practice, upon receipt of any payment in respect of securities such as the notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date unless DTC has reason to believe that it will not receive payment on such payment date. Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. Payments by the Participants and the Indirect Participants to the beneficial owners of notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the Trustee or Sealy. Neither Sealy nor the Trustee will be liable for any delay by DTC or any of the Participants or the Indirect Participants in identifying the beneficial owners of the notes, and Sealy and the Trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes.

        Transfers between the Participants will be effected in accordance with DTC's procedures, and will be settled in same-day funds, and transfers between participants in Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.

        Subject to compliance with the transfer restrictions applicable to the notes described herein, cross-market transfers between the Participants, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC's rules on behalf of Euroclear or Clearstream, as the case may be, by their respective depositaries; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (Brussels time) of such system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the Global Exchange Note in DTC, and making or receiving payment in accordance with normal procedures for

146

same-day funds settlement applicable to DTC. Euroclear participants and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream.

        DTC has advised Sealy that it will take any action permitted to be taken by a holder of notes only at the direction of one or more Participants to whose account DTC has credited the interests in the Global Exchange Notes and only in respect of such portion of the aggregate principal amount of the notes as to which such Participant or Participants has or have given such direction. However, if there is an Event of Default under the notes, DTC reserves the right to exchange the Global Exchange Notes for legended notes in certificated form, and to distribute such notes to its Participants.

        Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the Global Exchange Notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and may discontinue such procedures at any time. None of Sealy, the Trustee and any of their respective agents will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective participants or indirect participants of their respective obligations under the rules and procedures governing their operations.

Exchange of Global Exchange Notes for Certificated Notes

        A Global Exchange Note is exchangeable for definitive notes in registered certificated form ("Certificated Notes") if:

        (1)   DTC (a) notifies Sealy that it is unwilling or unable to continue as depositary for the Global Exchange Notes or (b) has ceased to be a clearing agency registered under the Exchange Act and, in either case, Sealy fails to appoint a successor depositary;

        (2)   Sealy, at its option, notifies the trustee in writing that it elects to cause the issuance of the Certificated Notes; or

        (3)   there has occurred and is continuing a Default or Event of Default with respect to the notes.

In addition, beneficial interests in a Global Exchange Note may be exchanged for Certificated Notes upon prior written notice given to the Trustee by or on behalf of DTC in accordance with the indenture. In all cases, Certificated Notes delivered in exchange for any Global Exchange Note or beneficial interests in Global Exchange Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures) and will bear the applicable restrictive legend referred to in "Notice to Investors," unless that legend is not required by applicable law.

Exchange of Certificated Notes for Global Exchange Notes

        Certificated Notes may not be exchanged for beneficial interests in any Global Exchange Note unless the transferor first delivers to the Trustee a written certificate (in the form provided in the indenture) to the effect that such transfer will comply with the appropriate transfer restrictions applicable to such notes. See "Notice to Investors."

Same Day Settlement and Payment

        Sealy will make payments in respect of the notes represented by the Global Exchange Notes (including principal, premium, if any, interest and Special Interest, if any) by wire transfer of immediately available funds to the accounts specified by DTC or its nominee. Sealy will make all payments of principal, interest and premium, if any, and Special Interest, if any, with respect to Certificated Notes by wire transfer of immediately available funds to the accounts specified by the holders of the Certificated Notes or, if no such account is specified, by mailing a check to each such

147

holder's registered address. The notes represented by the Global Exchange Notes are expected to be eligible to trade in The PORTAL^SM Market and to trade in DTC's Same-Day Funds Settlement System, and any permitted secondary market trading activity in such notes will, therefore, be required by DTC to be settled in immediately available funds. Sealy expects that secondary trading in any Certificated Notes will also be settled in immediately available funds.

        Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Exchange Note from a Participant will be credited, and any such crediting will be reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. DTC has advised Sealy that cash received in Euroclear or Clearstream as a result of sales of interests in a Global Note by or through a Euroclear or Clearstream participant to a Participant will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC's settlement date.

148

REGISTRATION RIGHTS

        The following description is a summary of the material provisions of the registration rights agreement. It does not restate that agreement in its entirety. We urge you to read the registration rights agreement in its entirety because it, and not this description, defines your registration rights as holders of the notes.

        Sealy Mattress Company, the Guarantors and the initial purchasers of the outstanding notes entered into the registration rights agreement on April 6, 2004. Pursuant to the registration rights agreement, Sealy Mattress Company and the Guarantors agreed to file with the SEC the Exchange Offer Registration Statement (as defined in the registration rights agreement) on the appropriate form under the Securities Act with respect to the exchange notes. Upon the effectiveness of the Exchange Offer Registration Statement, Sealy Mattress Company and the Guarantors will offer to the holders of Transfer Restricted Securities (as defined below) pursuant to the Exchange Offer (as defined in the registration rights agreement) who are able to make certain representations the opportunity to exchange their Transfer Restricted Securities for exchange notes.

        If:

        (1)   Sealy Mattress Company and the Guarantors are not

        (a)   required to file the Exchange Offer Registration Statement; or

        (b)   permitted to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or SEC policy; or

        (2)   any holder of Transfer Restricted Securities notifies Sealy prior to the 20th business day following consummation of the Exchange Offer that:

        (a)   it is prohibited by law or SEC policy from participating in the Exchange Offer;

        (b)   it may not resell the exchange notes acquired by it in the Exchange Offer to the public without delivering a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales; or

        (c)   it is a broker-dealer and owns notes acquired directly from Sealy or an affiliate of Sealy,

        Sealy Mattress Company and the Guarantors will file with the SEC a Shelf Registration Statement (as defined in the registration rights agreement) to cover resales of the notes by the holders of the notes who satisfy certain conditions relating to the provision of information in connection with the Shelf Registration Statement.

        For purposes of the preceding, "Transfer Restricted Securities" means each outstanding note until the earliest to occur of:

        (1)   the date on which such note has been exchanged by a Person other than a broker-dealer for an exchange note in the Exchange Offer;

        (2)   following the exchange by a broker-dealer in the Exchange Offer of an outstanding note for an exchange note, the date on which such exchange note is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement;

        (3)   the date on which such note has been effectively registered under the Securities Act and disposed of in accordance with the Shelf Registration Statement; or

        (4)   the date on which such note is distributed to the public pursuant to Rule 144 under the Securities Act.

149

        The registration rights agreement provides that:

        (1)   Sealy Mattress Company and the Guarantors will file an Exchange Offer Registration Statement with the SEC on or prior to 90 days after the closing date of the issuance of the outstanding notes;

        (2)   Sealy Mattress Company and the Guarantors will use all commercially reasonable efforts to have the Exchange Offer Registration Statement declared effective by the SEC on or prior to 180 days after the closing date of the issuance of the outstanding notes;

        (3)   unless the Exchange Offer would not be permitted by applicable law or SEC policy, Sealy Mattress Company and the Guarantors will:

        (a)   commence the Exchange Offer; and

        (b)   use all commercially reasonable efforts to issue on or prior to 30 business days, or longer, if required by the federal securities laws, after the date on which the Exchange Offer Registration Statement was declared effective by the SEC, exchange notes in exchange for all notes tendered prior thereto in the Exchange Offer; and

        (4)   if obligated to file the Shelf Registration Statement, Sealy and the Guarantors will use all commercially reasonable efforts to file the Shelf Registration Statement with the SEC on or prior to 30 days after such filing obligation arises (but no earlier than 90 days after the closing of this offering) and to cause the Shelf Registration to be declared effective by the SEC on or prior to 90 days after such obligation arises (but no earlier than 180 days after the closing of this offering).

        If:

        (1)   Sealy Mattress Company and the Guarantors fail to file any of the registration statements required by the registration rights agreement on or before the date specified for such filing;

        (2)   any of such registration statements is not declared effective by the SEC on or prior to the date specified for such effectiveness (the "Effectiveness Target Date");

        (3)   Sealy Mattress Company and the Guarantors fail to consummate the Exchange Offer within 60 business days of the effectiveness of the Exchange Offer Registration Statement; or

        (4)   the Shelf Registration Statement or the Exchange Offer Registration Statement is declared effective but thereafter ceases to be effective or usable in connection with resales of Transfer Restricted Securities during the periods specified in the registration rights agreement (after giving effect, in the case of the Shelf Registration Statement, to the suspension periods set forth therein) (each such event referred to in clauses (1) through (4) above, a "Registration Default"),

then Sealy Mattress Company and the Guarantors will pay Special Interest to each holder of notes, with respect to the first 90-day period immediately following the occurrence of the first Registration Default in an amount equal to $.05 per week per $1,000 principal amount of notes held by such holder.

        The amount of the Special Interest will increase by an additional $.05 per week per $1,000 principal amount of notes with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Special Interest for all Registration Defaults of $0.20 per week per $1,000 principal amount of notes.

        All accrued Special Interest will be paid by Sealy and the Guarantors on the next scheduled interest payment date to The Depository Trust Company or its nominee by wire transfer of immediately available funds or by federal funds check and to holders of definitive notes in registered certificate form by wire transfer to the accounts specified by them or by mailing checks to their registered addresses if no such accounts have been specified.

150

        Following the cure of all Registration Defaults, the accrual of Special Interest will cease.

        Holders of notes will be required to make certain representations to Sealy Mattress Company (as described in the registration rights agreement) in order to participate in the Exchange Offer and will be required to deliver certain information to be used in connection with the Shelf Registration Statement and to provide comments on the Shelf Registration Statement within the time periods set forth in the registration rights agreement in order to have their notes included in the Shelf Registration Statement and benefit from the provisions regarding Special Interest set forth above. By acquiring Transfer Restricted Securities, a holder will be deemed to have agreed to indemnify Sealy and the Guarantors against certain losses arising out of information furnished by such holder in writing for inclusion in any Shelf Registration Statement. Holders of notes will also be required to suspend their use of the prospectus included in the Shelf Registration Statement under certain circumstances upon receipt of written notice to that effect from Sealy Mattress Company.

151

UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
OF THE EXCHANGE OFFER

        The exchange of outstanding notes for exchange notes in the exchange offer will not constitute a taxable event to holders for United States federal income tax purposes. Consequently, no gain or loss will be recognized by a holder upon receipt of an exchange note, the holding period of the exchange note will include the holding period of the outstanding note exchanged therefor and the basis of the exchange note will be the same as the basis of the outstanding note immediately before the exchange.

In any event, persons considering the exchange of outstanding notes for exchange notes should consult their own tax advisors concerning the United States federal income tax consequences in light of their particular situations as well as any consequences arising under the laws of any other taxing jurisdiction.

152

PLAN OF DISTRIBUTION

        Each broker-dealer that receives exchange notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where the outstanding notes were acquired as a result of market-making activities or other trading activities. To the extent any such broker-dealer participates in the exchange offer and so notifies the Issuer, or causes the Issuer to be so notified in writing, the Issuer has agreed that for a period of 180 days after the date of this prospectus, it will make this prospectus, as amended or supplemented, available to such broker-dealer for use in connection with any such resale, and will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal.

        We will not receive any proceeds from any exchange of outstanding notes for exchange notes or from any sale of exchange notes by broker-dealers. Exchange notes received by broker-dealers for their own accounts pursuant to the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the exchange notes or a combination of these methods of resale, at market prices prevailing at the time of resale, at prices related to the prevailing market prices or negotiated prices. Any resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any broker-dealer or the purchasers of any exchange notes. Any broker-dealer that resells exchange notes that were received by it for its own account pursuant to the exchange offer and any broker or dealer that participates in a distribution of the exchange notes may be deemed to be an "underwriter" within the meaning of the Securities Act and any profit on any resale of exchange notes and any commissions or concessions received by these persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

        We have agreed to pay all expenses incident to the exchange offer other than commissions or concessions of any brokers or dealers and, except in certain circumstances, the expenses of counsel and other advisors of the holders and will indemnify the holders of outstanding notes, including any broker-dealers, against certain liabilities, including liabilities under the Securities Act.

LEGAL MATTERS

        The validity of the exchange notes offered hereby will be passed upon for the Issuer by Simpson Thacher & Bartlett LLP, New York, New York. An investment vehicle comprised of selected partners of Simpson Thacher & Bartlett LLP, members of their families, related persons and others owns an interest representing less than 1% of the capital commitments of funds controlled by KKR.

EXPERTS

        The consolidated financial statements of Sealy Corporation (as predecessor company to Sealy Mattress Corporation), as of November 30, 2003 and December 1, 2002 and for each of the years in the three year period ended November 30, 2003, included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers LLP, independent registered public accounting firm, given on the authority of said firm as experts in accounting and auditing.

153

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF
SEALY CORPORATION, AS PREDECESSOR TO
SEALY MATTRESS CORPORATION

	Page Number
Annual Financial Statements
Report of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP)	F-2
Consolidated Balance Sheets at November 30, 2003 and December 1, 2002	F-3
Consolidated Statements of Operations for the years ended November 30, 2003, December 1, 2002 and December 2, 2001	F-4
Consolidated Statements of Stockholders' Equity for the years ended November 30, 2003, December 1, 2002 and December 2, 2001	F-5
Consolidated Statements of Cash Flows for the years ended November 30, 2003, December 1, 2002 and December 2, 2001	F-6
Notes to Consolidated Financial Statements	F-7

	Page Number
Interim Financial Statements
Unaudited Consolidated Balance Sheet at February 29, 2004	F-43
Unaudited Consolidated Statement of Operations for the three months ended February 29, 2004 and March 2, 2003	F-44
Unaudited Consolidated Statement of Cash Flows for the three months ended February 29, 2004 and March 2, 2003	F-45
Notes to Unaudited Consolidated Financial Statements	F-46
Schedule 12-09—Consolidated Valuation and Qualifying Accounts	F-62

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and
    Stockholders of Sealy Corporation:

        In our opinion, the accompanying consolidated financial statements listed in the index appearing on page F-1 present fairly, in all material respects, the financial position of Sealy Corporation and its subsidiaries (the "Company") at November 30, 2003 and December 1, 2002, and the results of their operations and their cash flows for each of the three years in the period ended November 30, 2003 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedules listed on page II-37 of the Exhibit Index appearing under Exhibit 12.1 and in the index appearing on page F-1 under Schedule 12-09 present fairly in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        As discussed in Note 3 to the consolidated financial statements, the Company adopted the provisions of Statement of Financial Accounting Standards No. 142 effective the beginning of the year ended December 1, 2002.

/s/  PRICEWATERHOUSECOOPERS LLP

Greensboro, North Carolina

February 10, 2004, except as to the last sentence of
    Paragraph three in Note 4 for which the date is
    February 27, 2004

F-2

Sealy Corporation

Consolidated Balance Sheets

(in thousands, except par value amounts)

			November 30, 2003			December 1, 2002
Assets
Current assets:
	Cash and cash equivalents		$	101,100		$	27,443
	Accounts receivable—Non-affiliates (net of allowance for doubtful accounts, discounts and returns, 2003—$23,007; 2002—$26,303)			160,984			164,742
	Accounts receivable—Affiliates (net of allowance for doubtful accounts, discounts and returns, 2003—$22; 2002—$40) (Note 18)			1,758			3,753
	Inventories			49,413			53,387
	Prepaid expenses and other current assets			22,898			20,566
	Deferred income taxes			20,506			22,132
				356,659			292,023
Property, plant and equipment—at cost:
	Land			13,770			13,336
	Buildings and improvements			91,985			88,444
	Machinery and equipment			187,587			167,450
	Construction in progress			6,376			11,396
				299,718			280,626
	Less accumulated depreciation			128,893			106,701
				170,825			173,925
Other assets:
	Goodwill			381,891			374,946
	Other intangibles—net of accumulated amortization (2003—$14,211; 2002—$13,292)			5,364			5,078
	Long-term notes receivable (Note 18)			13,323			12,022
	Investments in and advances to affiliates (Note 18)			—			12,950
	Debt issuance costs, net, and other assets			31,004			34,004
				431,582			439,000
Total Assets			$	959,066		$	904,948
Liabilities and Stockholders' Equity (Deficit)
Current liabilities:
	Current portion-long-term obligations		$	47,623		$	33,338
	Accounts payable			85,478			69,090
	Accrued expenses:
		Customer incentives and advertising		35,546			41,530
		Compensation		27,583			24,482
		Interest		23,565			14,263
		Other		44,839			43,497
				264,634			226,200
Long-term obligations, net of current portion (Note 4)				699,630			719,896
Other noncurrent liabilities (Note 7)				48,851			46,805
Deferred income taxes				22,113			27,787
Commitments and contingencies				—			—
Stockholders' equity (deficit):
	Preferred stock, $0.01 par value; Authorized 100,000 shares; Issued, none			—			—
	Class L common stock, $0.01 par value; Authorized, 6,000 shares; Issued (2003—1,543; 2002—1,543); Aggregate liquidation preference (2003—$110,202; 2002—$100,188) (Note 12)			15			15
	Class M common stock, $0.01 par value; Authorized, 2,000 shares; Issued (2003—1,612; 2002—1,612); Aggregate liquidation preference (2003—$115,138; 2002—$104,676) (Note 12)			16			16
	Class A common stock, $0.01 par value; Authorized 600,000 shares; Issued (2003—15,245; 2002—15,021)			153			150
	Class B common stock, $0.01 par value; Authorized 200,000 shares; Issued (2003—14,040; 2002—14,040)			140			140
	Additional paid-in capital			146,240			146,140
	Accumulated deficit			(201,497	)		(219,766	)
	Accumulated other comprehensive loss			(8,165	)		(29,371	)
	Common stock held in treasury, at cost			(13,064	)		(13,064	)
				(76,162	)		(115,740	)
Total Liabilities and Stockholders' Equity (Deficit)			$	959,066		$	904,948

See accompanying notes to consolidated financial statements.

F-3

Sealy Corporation

Consolidated Statements Of Operations

(in thousands, except per share amounts)

			Year Ended
			November 30, 2003			December 1, 2002			December 2, 2001
Net sales—Non-affiliates			$	1,157,887		$	1,045,639		$	993,032
Net sales—Affiliates (Note 18)				31,973			143,529			161,021
	Total net sales			1,189,860			1,189,168			1,154,053
Cost and expenses:
	Cost of goods sold—Non-affiliates			676,414			601,879			581,741
	Cost of goods sold—Affiliates (Note 18)			18,693			77,784			86,845
		Total cost of goods sold		695,107			679,663			668,586
Gross Profit				494,753			509,505			485,467
	Selling, general and administrative (including provisions for bad debts $5,047, $31,252 and $18,578, respectively)			397,089			410,465			386,859
	Stock based compensation			1,311			771			(2,733	)
	Plant/Business closing and restructuring charges (Notes 14 and 17)			1,825			8,581			1,183
	Amortization of intangibles			1,103			1,063			13,474
	Asset impairment charge (Note 17)			—			—			4,422
	Royalty income, net of royalty expense			(12,472	)		(11,155	)		(11,667	)
		Income from operations		105,897			99,780			93,929
	Interest expense			68,525			72,571			78,047
	Other expense, net (Note 8)			907			3,058			24,346
		Income (loss) before income taxes and cumulative effect of change in accounting principle		36,465			24,151			(8,464	)
Income taxes				18,196			7,232			12,501
Income (loss) before cumulative effect of change in accounting principle				18,269			16,919			(20,965	)
Cumulative effect of change in accounting principle (net of income tax expense of $101 in 2001) (Note 1)				—			—			(152	)
	Net income (loss)			18,269			16,919			(20,813	)
Liquidation preference for common L & M shares (Note 12)				20,458			18,598			16,862
	Net income (loss) available to common shareholders		$	(2,189	)	$	(1,679	)	$	(37,675	)
Earnings (loss) per common share—Basic:
	Before cumulative effect of change in accounting principle		$	0.59		$	0.55		$	(0.67	)
	Cumulative effect of change in accounting principle			—			—			—
	Net earnings (loss)—Basic			0.59			0.55			(0.67	)
Liquidation preference for common L & M shares				(0.66	)		(0.60	)		(0.54	)
	Net earnings (loss) available to common shareholders—Basic		$	(0.07	)	$	(0.05	)	$	(1.21	)
Earnings (loss) per common share—Diluted:
	Before cumulative effect of change in accounting principle		$	0.59		$	0.55		$	(0.67	)
	Cumulative effect of change in accounting principle			—			—			—
	Net earnings (loss)—Diluted			0.59			0.55			(0.67	)
Liquidation preference for common L & M shares				(0.66	)		(0.60	)		(0.54	)
	Net earnings (loss) available to common shareholders—Diluted		$	(0.07	)	$	(0.05	)	$	(1.21	)
Weighted average number of common shares outstanding:
	Basic			31,142			30,935			31,075
	Diluted			31,142			30,935			31,075

See accompanying notes to consolidated financial statements.

F-4

Sealy Corporation
Consolidated Statements of Stockholders' Equity (Deficit)
(in thousands)

				Class L					Class M			Class A					Class B
																												Accumulated Other Comprehensive Loss
	Comprehensive Income (Loss)			Common Shares		Stock Amount			Common Shares	Stock Amount		Common Shares		Stock Amount			Common Shares	Stock Amount		Additional Paid-in Capital		Retained Earnings (Deficit)			Treasury Stock						Total
Balance at November 26, 2000	$	—		1,486		$	15		1,549	$	15	16,535		$	165		11,935	$	120	$	134,547	$	(215,872	)	$	(85	)	$	(12,195	)	$	(93,290	)
Net loss		(20,813	)				—		—		—	—			—		—		—		—		(20,813	)		—			—			(20,813	)
Foreign currency translation adjustment		(1,939	)	—			—		—		—	—			—		—		—		—		—			—			(1,939	)		(1,939	)
Change in fair value of cash flow hedges		(15,853	)	—			—		—		—	—			—		—		—		—		—			—			(15,853	)		(15,853	)
Purchase of stock held by executive subject to mandatory repurchase provisions		—		—			—		—		—	—			—		—		—		10,699		—			(10,699	)		—			—
Exercise of stock options		—		112			1		—		—	174			1		—		—		466		—			—			—			468
Purchase of treasury stock		—		—			—		—		—	—			—		—		—		—		—			(1,479	)		—			(1,479	)
Cancellation and issuance of common stock		—		—			—		—		—	(1,547	)		(15	)	1,547		15		—		—			—			—			—
Balance at December 2, 2001	$	(38,605	)	1,598		$	16		1,549	$	15	15,162		$	151		13,482	$	135	$	145,712	$	(236,685	)	$	(12,263	)	$	(29,987	)	$	(132,906	)
Net income		16,919		—			—		—		—	—			—		—		—		—		16,919			—			—			16,919
Foreign currency translation adjustment		(4,370	)	—			—		—		—	—			—		—		—		—		—			—			(4,370	)		(4,370	)
Change in fair value of cash flow hedges prior to dedesignation		2,963		—			—		—		—	—			—		—		—		—		—			—			2,963			2,963
Amortization of dedesignated cash flow hedge		2,023		—			—		—		—	—			—		—		—		—		—			—			2,023			2,023
Exercise of stock options		—		8			—		—		—	417			4		—		—		428		—			—			—			432
Purchase of treasury stock		—		—			—		—		—	—			—		—		—		—		—			(801	)		—			(801	)
Cancellation and issuance of common stock associated with the purchase of Malachi Mattress America, Inc.		—		(63	)		(1	)	63		1	(558	)		(5	)	558		5		—		—			—			—			—
Balance at December 1, 2002	$	17,535		1,543		$	15		1,612	$	16	15,021		$	150		14,040	$	140	$	146,140	$	(219,766	)	$	(13,064	)	$	(29,371	)	$	(115,740	)
Net income		18,269		—			—		—		—	—			—		—		—		—		18,269			—			—			18,269
Foreign currency translation adjustment		17,616		—			—		—		—	—			—		—		—		—		—			—			17,616			17,616
Excess of additional pension liability over unrecognized prior service cost		(1,711	)				—		—		—						—		—				—			—			(1,711	)		(1,711	)
Amortization of dedesignated cash flow hedge		3,291		—			—		—		—	—			—		—		—		—		—			—			3,291			3,291
Write-off of dedesignated cash flow hedge		2,010					—		—		—						—		—				—			—			2,010			2,010
Exercise of stock options		—					—		—		—	245			3		—		—		100		—			—			—			103
Balance at November 30, 2003	$	39,475		1,543		$	15		1,612	$	16	15,266		$	153		14,040	$	140	$	146,240	$	(201,497	)	$	(13,064	)	$	(8,165	)	$	(76,162	)

See accompanying notes to consolidated financial statements.

F-5

Sealy Corporation

Consolidated Statements Of Cash Flows

(in thousands)

				Year Ended
				November 30, 2003			December 1, 2002			December 2, 2001
Cash flows from operating activities:
	Net income (loss)			$	18,269		$	16,919		$	(20,813	)
	Adjustments to reconcile net income (loss) to net cash provided by operating activities:
		Depreciation			23,799			21,370			18,429
		Amortization of intangibles			1,103			1,063			13,474
		Stock-based compensation			1,311			771			(2,733	)
		Equity in net loss of investee			—			5,576			3,997
		Business closure charge			—			5,802			—
		Impairment charges			1,825			2,442			30,672
		Deferred income taxes			(718	)		(2,139	)		(4,911	)
		Non-cash interest expense:
			Discount on Senior Subordinated Notes, net		15			12,406			11,248
			Junior Subordinated Note		4,742			5,208			4,533
			Amortization of debt issuance costs and other		4,814			4,518			4,417
		Other, net			(3,594	)		(4,998	)		(6,016	)
	Changes in operating assets and liabilities:
		Accounts receivable			5,753			12,615			(19,788	)
		Inventories			4,020			5,915			3,916
		Prepaid expenses			(2,332	)		(2,178	)		(8,212	)
		Accounts payable/accrued expenses/other noncurrent liabilities			28,906			14,677			(16,934	)
			Net cash provided by operating activities		87,913			99,967			11,279
Cash flows from investing activities:
	Purchase of property, plant and equipment				(13,443	)		(16,848	)		(20,123	)
	Note receivable from prior affiliate				—			(3,272	)		—
	Cash received from (paid on) affiliate notes and investments				13,611			(12,500	)		(16,151	)
	Purchase of businesses, net of cash acquired				—			(6,829	)		(26,643	)
	Proceeds from sale of property, plant and equipment				257			—			65
			Net cash provided by (used in) investing activities		425			(39,449	)		(62,852	)
Cash flows from financing activities:
	Treasury stock repurchase, including direct expenses				—			(801	)		(12,178	)
	Issuance of public notes				51,500			—			127,500
	Repayments of long-term obligations				(62,237	)		(42,491	)		(71,201	)
	Net borrowings on revolving credit facilities				—			—			6,803
	Equity issuances				103			432			468
	Purchase of interest rate cap agreement				—			(625	)		—
	Debt issuance costs				(4,047	)		(1,600	)		(5,923	)
			Net cash provided by (used in) financing activities		(14,681	)		(45,085	)		45,469
Change in cash and cash equivalents					73,657			15,433			(6,104	)
Cash and cash equivalents:
	Beginning of period				27,443			12,010			18,114
	End of period			$	101,100		$	27,443		$	12,010
Supplemental disclosures:
	Taxes paid (net of tax refunds $512, $18,403 and $6,064 in fiscal 2003, 2002 and 2001, respectively)			$	22,382		$	1,465		$	21,988
	Interest paid			$	50,211		$	51,632		$	54,338

See accompanying notes to consolidated financial statements.

F-6

Sealy Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1—Significant Accounting Policies

        Significant accounting policies used in the preparation of the consolidated financial statements are summarized below.

Business and Basis of Presentation

        Sealy Corporation (the "Company" or the "Parent"), is engaged in the consumer products business and manufactures, distributes and sells conventional bedding products including mattresses and box springs. The Company's products are manufactured in a number of countries in North and South America and Europe. Substantially all of the Company's trade accounts receivable are from retail businesses.

Principles of Consolidation

        The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary companies. Intercompany transactions are eliminated and net earnings are reduced by the portion of the net earnings of subsidiaries applicable to minority interests. The equity method of accounting is used for joint ventures and investments in associated companies over which the Company has significant influence, but does not have effective control. Significant influence is generally deemed to exist when the Company has an ownership interest in the voting stock of the investee of between 20% and 50%, although other factors, such as representation on the investee's Board of Directors, voting rights and the impact of commercial arrangements, are considered in determining whether the equity method of accounting is appropriate. The cost method of accounting is used for investments in which the Company has less than a 20% ownership interest, and the Company does not have the ability to exercise significant influence. These investments are carried at cost and are adjusted only for other-than-temporary declines in fair value. The carrying value of these investments is reported in other long-term assets. The Company's equity in the net income and losses of these investments is reported in other (income) expense, net. See Note 8, "Other (Income) Expense, net." The Company also periodically assesses whether it has any primary beneficial interests in any variable interest entity ("VIE") which would require consolidation of such entity in accordance with FASB Interpretation No. 46, "Consolidation of Variable Interest Entities." At November 30, 2003, the Company does not believe it is a primary beneficiary of a VIE or holds any significant interests or involvement in a VIE.

Fiscal Year

        The Company uses a 52-53 week fiscal year ending on the closest Sunday to November 30, but no later than December 2. The fiscal year ended November 30, 2003 and December 1, 2002 were 52-week years and the fiscal year ended December 2, 2001 was a 53-week year.

Recently Issued Accounting Pronouncements

        In November 2002, the FASB issued FASB Interpretation No. 45 ("FIN 45"), "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtness of Others—an interpretation of FASB Statements No. 5, 57, and 107 and a recission of FASB Interpretation No. 34." FIN 45 elaborates on the disclosures to be made regarding obligations under certain issued guarantees by a guarantor in interim and annual financial statements. It also clarifies the requirement of a guarantor to recognize a liability at the inception of the guarantee at the fair value of the obligation. FIN 45 does not provide specific guidance for subsequently measuring the guarantor's

F-7

recognized liability over the term of the guarantee. The provisions relating to the initial recognition and measurement of a liability are applicable on a prospective basis for guarantees issued or modified subsequent to December 31, 2002. The Company adopted the provisions of this statement effective December 2, 2002 and it did not have a significant impact on the consolidated financial statements.

        In January 2003, the FASB issued FASB Interpretation No. 46 ("FIN 46"), "Consolidation of Variable Interest Entities." The primary objectives of FIN 46 are to provide guidance on the identification of entities for which control is achieved through means other than through voting rights ("variable interest entities" or "VIEs") and how to determine when and which business enterprise should consolidate the VIE (the "primary beneficiary"). This new model for consolidation applies to an entity which either (1) the equity investors (if any) do not have a controlling financial interest or (2) the equity investment at risk is insufficient to finance that entity's activities without receiving additional subordinated financial support from other parties. In addition, FIN 46 requires that both the primary beneficiary and all other enterprises with a significant variable interest in a VIE make additional disclosures. FIN 46 is effective for the Company's 2nd quarter of 2004 with transitional disclosure required with these financial statements. The Company will adopt these provisions in its 2nd quarter, however the Company does not believe it is a primary beneficiary of a VIE or holds any significant interests or involvement in a VIE and does not expect there to be an impact on the Company's consolidated financial statements.

        In December 2002, the FASB issued FAS 148, "Stock-Based Compensation—Transition and Disclosure", an amendment of FAS 123, "Accounting for Stock-Based Compensation". The transition guidance and annual disclosure provisions are effective in the Company's fiscal year 2003. This statement provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, this Statement amends the disclosure requirements of FAS 123 to require more prominent disclosures in both annual and interim financial statements regarding the method of accounting for stock-based employee compensation and the effect of the method used on reported results. The adoption of this Statement did not have a significant impact on the Company's consolidated financial statements.

        In April 2003, the FASB issued FAS 149, "Amendment of Statement No. 133 on Derivative Instruments and Hedging Activities". The statement is effective for contracts entered into or modified after June 30, 2003 and for hedging relationships designated after June 30, 2003. This statement amends and clarifies financial accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contacts and for hedging activities. This statement amends Statement 133 for decisions made as part of the Derivatives Implementation Group process that effectively required amendments to Statement 133, in connection with other Board projects dealing with financial instruments and in connection with implementation issues raised in relation to the application of the definition of a derivative. The adoption of this Statement did not have a significant impact on the Company's consolidated financial statements.

        In May 2003, the FASB issued FAS 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity". This statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003, the Company's fourth quarter of fiscal 2003. This statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. It requires that an issuer classify a financial instrument

F-8

that is within its scope as a liability. Many of those instruments have been previously classified as equity. The adoption of this Statement did not have a significant impact on the Company's consolidated financial statements.

        In December 2003, The FASB issued FAS 132 (Revised), "Employers' Disclosure about Pensions and Other Postretirement Benefits." A revision of the pronouncement originally issued in 1998, FAS 132R expands employers' disclosure requirements for pension and postretirement benefits to enhance information about plan assets, obligations, benefit payments, contributions, and net benefit cost. FAS 132R does not change the accounting requirements for pensions and other postretirement benefits. This statement is effective for fiscal years ending after December 15, 2003, with interim-period disclosure requirements effective for interim periods beginning after December 15, 2003. Accordingly, the Company will implement FAS 132R beginning with its first fiscal quarter of 2004. The adoption of this statement will not have an impact on the Company's financial position or results of operations.

Revenue Recognition

        The Company recognizes revenue, when realized or realizable and earned, which is when the following criteria are met: persuasive evidence of an arrangement exists; delivery has occurred; the sales price is fixed and determinable; and collectibility is reasonably assured. The recognition criteria are generally met when title and risk of loss have transferred from the Company to the buyer, which is generally upon delivery to the customer sites or as determined by legal requirements in foreign jurisdictions. At the time revenue is recognized, the Company provides for the estimated costs of warranties and reduces revenue for estimated returns and cash discounts. At the time revenue is recognized, the Company also records reductions to revenue for customer incentive programs offered including volume discounts, promotional allowances, slotting fees and supply agreement amortization, in accordance with Emerging Issues Task Force Issue 01-09, "Accounting for Consideration Given by a Vendor to a Customer or a Reseller of the Vendor's Product" ("EITF 01-09"). Prior to the Company's adoption of EITF 01-09 in March, 2002, the Company had historically classified such costs as marketing and selling expenses which are recorded in selling, general and administrative in the Statement of Operations. Subsequent to the adoption of EITF 01-09, the Company has reclassified current and prior period amounts to comply with the consensus. As a result of the adoption, both net sales and selling, general and administrative expenses were reduced by $50.3 million, $51.5 million and $42.7 million for the years ended November 30, 2003, December 1, 2002 and December 2, 2001, respectively. These changes did not affect the Company's financial position or results of operations.

Product Delivery Costs

        The Company incurred $61.9 million, $58.4 million and $54.5 million in shipping and handling costs associated with the delivery of finished mattress products to its customers in 2003, 2002 and 2001, respectively. These costs are included in selling, general and administrative expenses in the consolidated statement of operations.

Concentrations of Credit and Other Risk

        Financial instruments that potentially subject the Company to significant concentrations of credit risk consist principally of cash and cash equivalents, receivables, foreign currency forward contracts and

F-9

interest rate swap arrangements. The Company places its cash and cash equivalents with high-quality financial institutions and limits the amount of credit exposure to any one institution.

        The Company's accounts receivable arise from sales to numerous customers in a variety of markets, and geographies around the world. Receivables arising from these sales are generally not collateralized. The Company's customers include furniture stores, national mass merchandisers, specialty sleep shops, department stores, contract customers and other stores. The top five customers accounted for approximately 18.1%, 22.0% and 22.0% of the Company's net sales for the years ended November 30, 2003, December 1, 2002 and December 2, 2001, respectively, and no single customer accounted for over 10.0% of the Company's net sales in any of those years. The Company performs ongoing credit evaluations of its customers' financial conditions and maintains reserves for potential credit losses and such losses, in the aggregate, have not materially exceeded management's expectations, except in 2002 and 2001 with respect to affiliate receivables.

        The counterparties to the Company's foreign currency and interest rate swap agreements are major financial institutions. The Company has never experienced non-performance by any of its counterparties.

        The Company is dependent upon a single supplier for certain key structural components of its new Unicased® Posturepedic line of mattresses. Such components are purchased under a four-year supply agreement, and are manufactured in accordance with a proprietary design exclusive to the supplier. The Company has incorporated the Unicased® method of construction into substantially all of its Sealy brand products, and expects to have it incorporated into the Stearns & Foster branded products as well by the end of 2004. The Company purchases its other raw materials and certain components from a variety of vendors. The Company purchases approximately 55% of its Sealy and Stearns & Foster box spring parts from a single third-party source and manufactures the remainder of these parts. In order to reduce the risks of dependence on external supply sources and to enhance profitability, the Company has expanded its own internal component parts manufacturing capacity.

Use of Estimates

        The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amount of assets and liabilities and disclosures on contingent assets and liabilities at year end and the reported amounts of revenue and expenses during the reporting period. Actual results may differ from these estimates.

Reclassification

        Certain reclassifications have been made to the prior periods to conform to the 2003 presentation.

Foreign Currency

        Subsidiaries located outside the U.S. generally use the local currency as the functional currency. Assets and liabilities are translated at exchange rates in effect at the balance sheet date and income and expense accounts at average exchange rates during the year. Resulting translation adjustments are recorded directly to a separate component of shareholders' equity (accumulated other comprehensive income (loss)) and are not tax-effected since they relate to investments which are permanent in nature.

F-10

At November 30, 2003 and December 1, 2002, accumulated foreign currency translation adjustments were $(0.9) million and $(18.5) million, respectively.

Cash and Cash Equivalents

        For purposes of the statements of cash flows, the Company considers all highly liquid debt instruments with a maturity at the time of purchase of three months or less to be cash equivalents. Cash equivalents are stated at cost, which approximates market value.

Checks Issued In Excess of Funds on Deposit

        The amounts of checks issued in excess of funds on deposit are reclassified to the appropriate liability accounts which had been relieved at the time the checks were drawn. Accordingly, accounts payable and accrued compensation expenses include reclassifications of outstanding checks in the amounts of $4.6 million and $1.9 million at November 30, 2003, and $3.6 million and $1.3 million at December 1, 2002, respectively.

Inventory

        The cost of inventories is determined by the "first-in, first-out" (FIFO) method, which approximates current cost. The cost of inventories includes raw materials, direct labor and manufacturing overhead costs. The Company provides inventory reserves for excess, obsolete or slow moving inventory based on changes in customer demand, technology developments or other economic factors.

Supply Agreements

        The Company from time to time enters into long-term supply agreements with its customers. Any initial cash outlay by the Company is capitalized and amortized as a reduction of sales over the life of the contract and is ratably recoverable upon contract termination. Such capitalized amounts are included in "Prepaid expenses and other current assets" and "Debt issuance costs, net, and other assets" in the Company's balance sheet.

Property, Plant and Equipment

        Property, plant and equipment are recorded at cost reduced by accumulated depreciation. Depreciation expense is provided based on historical cost and estimated useful lives ranging from approximately twenty to forty years for buildings and building improvements and five to fifteen years for machinery and equipment. The Company generally uses the straight-line method for calculating the provision for depreciation. The Company reviews property, plant & equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets in accordance with FAS 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell.

F-11

Investments

        From time to time the Company makes investments in debt, preferred stock, or other securities of manufacturers, retailers, and distributors of bedding and related products both domestically and internationally to enhance business relationships and build incremental sales. These investments are included in "Investments in and advances to affiliates" in the Company's balance sheet (See Notes 8 and 18). The Company regularly assesses its investments for impairment when events or circumstances indicate their carrying value may not be recoverable through review of their net realizable value.

Deferred Debt Costs

        The Company capitalizes costs associated with the issuance of debt and amortizes them as additional interest expense over the lives of the debt. The Company has the following amounts recorded in Debt issuance costs, net, and other assets:

	November 30, 2003			December 1, 2002
	(in millions)
Gross cost	$	38.5		$	35.8
Accumulated amortization		(22.3	)		(16.1	)
Net deferred debt issuance costs	$	16.2		$	19.7

Earnings Per Common Share

        Basic net income per common share is computed using the weighted average number of common shares outstanding during the period. Diluted net income per common share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the period. Dilutive common equivalent shares consist of stock options (see Note 12).

Royalty Income

        The Company recognizes royalty income based on sales of Sealy branded product by various licensees. The Company recognized gross royalty income of $13.7 million, $12.2 million, and $12.0 million in 2003, 2002 and 2001, respectively. The Company also pays royalties to other entities for the use of their names on product produced by the Company. The Company recognized royalty expense of $1.2 million, $1.0 million and $0.3 million in 2003, 2002 and 2001, respectively.

Income Taxes

        Income taxes are accounted for under the asset and liability method in accordance with SFAS 109, "Accounting for Income Taxes". Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company provides valuation allowances against the net deferred tax asset for amounts that are not considered more likely than not to be realized. See Note 10 for disclosure of amounts related to deferred taxes and associated valuation allowances.

F-12

Advertising Costs

        The Company expenses all advertising costs as incurred. Advertising expenses, including cooperative advertising, for the years ended November 30, 2003, December 1, 2002 and December 2, 2001 amounted to $135.2 million, $146.3 million and $153.0 million, respectively.

Warranties

        The Company's warranty policy provides a 10-year non-prorated warranty service period on all currently manufactured Sealy Posturepedic, Stearns & Foster and Bassett bedding products and some other Sealy-branded products. The Company's policy is to accrue the estimated cost of warranty coverage at the time the sale is recorded. The changes in the Company's accrued warranty obligations for the years ended November 30, 2003 and December 1, 2002 are as follows:

	2003			2002
	(in thousands)
Accrued warranty obligations at beginning of year	$	9,538		$	8,022
Warranty claims		(11,427	)		(12,564	)
Warranty provision		11,024			14,080
Accrued warranty obligations at end of year	$	9,135		$	9,538

Research and Development

        Product development costs are charged to operations during the period incurred and are not considered material.

Environmental Costs

        Environmental expenditures that relate to current operations are expensed or capitalized, as appropriate, in accordance with AICPA Statement of Position 96-1, "Environmental Remediation Liabilities". Expenditures that relate to an existing condition caused by past operations and that do not provide future benefits are expensed as incurred. Liabilities are recorded when environmental assessments are made or the requirement for remedial efforts is probable, and the costs can be reasonably estimated. The timing of accruing for these remediation liabilities is generally no later than the completion of feasibility studies. The Company has an ongoing monitoring and identification process to assess how the activities, with respect to the known exposures, are progressing against the accrued cost estimates, as well as to identify other potential remediation sites that are presently unknown.

Stock Options

        As permitted by FAS No. 123, "Accounting for Stock-Based Compensation", the Company continues to account for its stock option and stock incentive plans in accordance with Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees", and makes no charges (except to the extent required by APB Opinion No. 25) against earnings with respect to options granted. FAS No. 123 does however require the disclosure of pro forma information regarding net income and earnings per share determined as if the Company had accounted for its stock options under the fair value method. See Note 9 for the disclosure related to pro forma earnings under FAS No. 123.

F-13

Note 2—Inventories

        The components of inventory as of November 30, 2003 and December 1, 2002 were as follows:

	2003		2002
	(in thousands)
Raw materials	$	26,575	$	26,512
Work in process		14,699		18,208
Finished goods		8,139		8,667
	$	49,413	$	53,387

Note 3—Goodwill and Other Intangible Assets

        The FASB issued FAS 142, "Goodwill and Other Intangible Assets". FAS 142 addresses financial accounting and reporting for acquired goodwill and other intangible assets and supersedes APB Opinion No. 17, "Intangible Assets". Goodwill and some intangible assets will no longer be amortized, but will be reviewed at least annually for impairment. FAS 142 specifies that at the time of adoption an impairment review should be performed. If an impairment of the existing goodwill is determined, any charge will be recorded as a cumulative effect of a change in accounting principle. Subsequent impairment charges would be presented within operating results. The Company adopted the non amortization provision for acquisitions with a closing date subsequent to June 30, 2001. The Company adopted the remaining provisions of FAS 142 effective December 3, 2001, the first day of fiscal year 2002. The Company completed its initial impairment review and determined that no impairment of its goodwill existed as of December 3, 2001.

        The changes in the carrying amount of goodwill for the years ended November 30, 2003 and December 1, 2002 are as follows:

	2003			2002
Balance at beginning of year	$	374.9		$	371.4
Goodwill acquired		—			6.7
Goodwill reduced due to business closure (See Note 17)		(1.6	)		(5.3	)
Increase due to foreign currency translation		8.6			2.1
Balance at end of year	$	381.9		$	374.9

F-14

        The Company recorded goodwill amortization of $12.1 million for the year ended December 2, 2001. The following presents the proforma adjusted net loss and the loss per share had the Company been required to adopt FAS 142 in fiscal 2001:

		Year ended December 2, 2001
Reported loss income before cumulative effect of change in accounting principle		$	(20,965	)
Add back goodwill amortization			12,099
Adjusted net loss before cumulative effect of change in accounting principle			(8,866	)
Cumulative effect of change in accounting principle			(152	)
Adjusted net loss			(8,714	)
Liquidation preference for common L&M shares			16,862
Net loss available to common shareholders		$	(25,576	)
Basic earnings per share:
	Reported net loss before cumulative effect of change in accounting principle	$	(0.67	)
	Add back goodwill amortization		0.39
	Adjusted loss before cumulative effect of change in accounting principle		(0.28	)
	Cumulative effect of change in accounting principle		—
	Adjusted net loss		(0.28	)
	Liquidation preference for common L&M shares		(0.54	)
	Net loss available to common shareholders	$	(0.82	)
Diluted earnings per share*:
	Reported net loss before cumulative effect of change in accounting principle	$	(0.67	)
	Add back goodwill amortization		0.39
	Adjusted loss before cumulative effect of change in accounting principle		(0.28	)
	Cumulative effect of change in accounting principle		—
	Adjusted net loss		(0.28	)
	Liquidation preference for common L&M shares		(0.54	)
	Net loss available to common shareholders	$	(0.82	)

*

Due to the loss for the year ended December 2, 2001, the dilutive securities are antidilutive and, accordingly, are excluded from the calculation in dilutive earnings per share.

        Total other intangibles of $5.4 million (net of accumulated amortization of $14.2 million) as of November 30, 2003 primarily consist of acquired licenses, which are amortized on the straight-line method over periods ranging from 5 to 15 years.

F-15

Note 4—Long-Term Obligations

        Long-term debt as of November 30, 2003 and December 1, 2002 consisted of the following:

	2003		2002
	(in thousands)
Senior AXELs Credit Agreement	$	259,139	$	322,475
Senior Revolving Credit Agreement		—		—
Senior Subordinated Notes (net of premium: 2003—$2,816 and 2002—$1,878)		302,816		251,878
Senior Subordinated Discount Notes (net of discount: 2002—$576)		128,000		127,424
Junior Subordinated Notes		49,989		45,246
Other		7,309		6,211
		747,253		753,234
Less current portion		47,623		33,338
	$	699,630	$	719,896

        The Company has a revolving credit facility (the "Revolving Credit Facility") which is included in the Senior Credit Agreements. The Company may borrow up to $50.0 million under the Revolving Credit Facility, which expires on November 15, 2004. The Company expects to have a new revolving facility in place prior to its maturity. Additionally, the Senior Credit Agreements provide for a term loan facility (the "Term Loan Facility") of $450.0 million. The Senior Credit Agreements require the Company to meet certain financial tests, including minimum interest coverage and maximum leverage ratio. The Senior Credit Agreements also contain covenants which, among other things, limit capital expenditures, indebtedness and/or the incurrence of additional indebtedness, investments, dividends, transactions with affiliates, asset sales, mergers and consolidations, prepayments of other indebtedness, liens and encumbrances and other matters customarily restricted in such agreements. These restrictions however, generally do not prohibit the ability of the Company's subsidiaries to pay dividends or make distributions to the Parent. The Company was in compliance with its financial covenants as of November 30, 2003. At November 30, 2003, the Company had approximately $33.2 million available under its Revolving Credit Facility with Letters of Credit issued totaling approximately $16.8 million. The Company's net weighted average borrowing cost was 9.1% and 9.3% for Fiscal 2003 and 2002, respectively.

        Indebtedness under the Senior Credit Agreements bears interest at a floating rate. Indebtedness under the Revolving Credit Facility and the Term Loans initially bears interest at a rate (subject to change based on attainment of certain leverage ratio levels) based upon (i) the Base Rate (defined as the highest of (x) the rate of interest announced publicly by JP Morgan Chase Bank of New York from time to time, as its base rate or (y) the Federal funds effective rate from time to time plus 0.50%) plus the applicable rate margin as defined by the Senior Credit Agreement in respect of the Tranche A Term Loans and the Revolving Credit Facility, 1.00% in respect of the AXELs Series B, 1.25% in respect of the AXELs Series C and 1.50% in respect of the AXELs Series D, or (ii) the Adjusted Eurodollar Rate (as defined in the Senior Credit Agreements) for one, two, three or six months (or, subject to general availability, two weeks to twelve months), in each case plus the applicable Eurodollar rate margin as defined by the Senior Credit Agreement in respect of Tranche A Term Loans and the Revolving Credit Facility, 2.00% in respect of AXELs Series B, 2.25% in respect of AXELs Series C and 2.50% in respect to AXELs Series D.

F-16

        In November 2002, the Company prepaid the outstanding balance of the Tranche A Term Loans which were scheduled to mature in December 2002. The AXELs Series B mature in December 2004. The AXELs Series C mature in December 2005. The AXELs Series D mature in December 2006. Prior to the prepayment in November 2002, the Tranche A Term Loans were subject to quarterly amortization payments commencing in March 1999, the AXELs Series B, the AXELs Series C and the AXELs Series D are subject to quarterly amortization payments commencing in March 1998 with the AXELs Series B amortizing in nominal amounts until the maturity of the Tranche A Term Loans, the AXELs Series C amortizing in nominal amounts until the maturity of the AXELs Series B and the AXELs Series D amortizing in nominal amounts until the maturity of the AXELs Series C. The Revolving Credit Facility matures in November 2004. In addition, the Senior Credit Agreements provide for mandatory repayments, subject to certain exceptions, of the Term Loans, and reductions in the Revolving Credit Facility, based on the net proceeds of certain asset sales outside the ordinary course of business of the Issuer and its subsidiaries, the net proceeds of insurance, the net proceeds of certain debt and equity issuances, and excess cash flow (as defined in the Senior Credit Agreements). Mandatory Prepayments under the excess cash flow provision were included in the current portion of long-term obligations at December 1, 2002 totaling $6.8 million. Such mandatory prepayments were waived by the respective lending institutions as of November 30, 2003 and therefore will not be required to be paid in fiscal 2004.

        In May 2003, the Company completed a private placement of $50 million of 9.875% senior subordinated notes. These notes, which are due and payable on December 15, 2007 require semi-annual interest payments, commencing June 15, 2003. The proceeds from the placement were used to prepay all quarterly principal payments on the Senior AXELs Credit Facility due through March 2004. The Company will commence quarterly principal payments on June 15, 2004. Subsequent to the issuance, the Company registered the notes with the Securities and Exchange Commission to allow them to be exchanged for publicly traded bonds. The Company completed the exchange offer for the notes in July 2003.

        The Senior Subordinated Notes, which are guaranteed by the Parent (Sealy Corporation), were issued pursuant to an Indenture (the "Senior Subordinated Note Indenture") among the Issuer (Sealy Mattress Company), the Guarantors and The Bank of New York, as trustee (the "Senior Subordinated Note Trustee"). Notes in aggregate principal amount of $125.0 million were issued in an initial offering in 1998. An additional offering of $125.0 million was made in 2001 pursuant to the indenture. All Notes mature on December 15, 2007 and bear interest at the rate of 9⁷/8% per annum, payable semi-annually in arrears on June 15 and December 15 of each year. The proceeds from the offering in 2001 were used to repay existing bank debt.

        The Senior Subordinated Notes are subject to redemption at any time at the option of the Company, in whole or in part, upon not less than 30 nor more than 60 days notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on December 15 of the years indicated below:

Year	Percentage of Principal Amount
2004	101.646	%
2005 and thereafter	100.000	%

F-17

        The Senior Subordinated Discount Notes, which are guaranteed by the Parent, in aggregate principal amount of $128.0 million were issued in December 1997, and mature on December 15, 2007. The Senior Subordinated Discount Notes were offered at a substantial discount from their principal amount at maturity. Until December 15, 2002 (the "Full Accretion Date"), no interest (other than liquidated damages, if applicable) was accrued or paid in cash on the Senior Subordinated Discount Notes, and only the accumulation of the Accreted Value (representing the amortization of original issue discount) between the issuance date and the Full Accretion Date, on a semi-annual bond equivalent basis, was charged to non-cash interest expense. On December 15, 2002, interest began accruing on the Senior Subordinated Discount Notes at the rate of 10⁷/8% per annum and is payable in cash semi-annually in arrears on June 15 and December 15 of each year, commencing on June 15, 2003, to Holders of record on the immediately preceding June 1 and December 1.

        The Senior Subordinated Discount Notes are subject to redemption at any time at the option of the Company, in whole or in part, upon not less than 30 nor more than 60 days notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and liquidated damages thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on December 15 of the years indicated below:

Year	Percentage of Principal Amount
2004	101.812	%
2005 and thereafter	100.000	%

        The Junior Subordinated Notes had an initial principal balance outstanding of $25.0 million and matures in December 2008. Interest on the Junior Subordinated Notes accrues at 10% per annum if paid within ten days of the end of each calendar quarter or at 12% if the Company is required by its Amended and Restated Credit Agreement to add such interest to the outstanding amount. From inception, the Company has been required to add accrued interest to the principal balance increasing the total outstanding balance to $50.0 million at September 30, 2003. In October 2003, the Company amended its Amended and Restated Credit Agreement dated November 8, 2002 to provide the Company with the ability to repurchase up to $25 million of the outstanding amounts of the Junior Subordinated Notes and to allow the Company to pay quarterly interest payments at 10%. The Company made its first cash interest payment for the calendar quarter ended December 31, 2003.

        During the first quarter of 2001, the Company entered into an agreement to secure an additional revolving credit facility with a separate banking group. This facility provides for borrowing in Canadian currency up to C$20.0 million ($15.4 US). At November 30, 2003, the Company had approximately C$20.0 million ($15.4 US) available under this facility. This facility, originally to expire February 14, 2004, has been extended through the end of March 2004. The Company is currently in negotiations to renew this facility and expects to complete the negotiations during the Company's second quarter of 2004.

F-18

        At November 30, 2003, the annual scheduled maturities of the principal amounts of long-term obligations were (in thousands, and excluding future mandatory prepayments which may be required as discussed above):

2004	$	47,623
2005		88,287
2006		103,218
2007		27,320
2008		430,816
Thereafter		49,989

Note 5—Commitments

Leases

        The Company leases certain operating facilities, offices and equipment. The following is a schedule of future minimum annual lease commitments and sublease rentals at November 30, 2003.

Fiscal Year	Commitments Under Operating Leases
	(in thousands)
2004	$	9,848
2005		9,123
2006		7,994
2007		6,675
2008		4,910
Thereafter		18,822
	$	57,372

        Rental expense charged to operations is as follows:

	Year Ended Nov. 30, 2003		Year Ended Dec. 1, 2002		Year Ended Dec. 2, 2001
	(in thousands)
Minimum rentals	$	13,766	$	13,790	$	13,356
Contingent rentals (based upon delivery equipment mileage)		2,502		2,686		2,725
	$	16,268	$	16,476	$	16,081

F-19

        The Company has the option to renew certain plant operating leases, with the longest renewal period extending through 2033. Most of the operating leases provide for increased rent through increases in general price levels.

Purchase Agreement

        The Company has entered into a four-year supply agreement with a manufacturer to purchase key component parts for its "Unicased® Construction" mattresses. The agreement calls for the Company to meet minimum cumulative purchase targets at the end of each year of the agreement totaling $70.0 million over the entire life of the agreement. To the extent that the Company has exceeded the cumulative target as of the beginning of a year, the commitment for that year is reduced. For the year ended November 30, 2003, the Company exceeded its minimum purchase requirement of $10.0 million by $4.2 million, thus reducing its minimum obligation for 2004. Based on the cumulative minimum targets, the Company's future minimum purchases under the agreement are $15.8 million for 2004 and $20.0 million annually in 2005 and 2006.

Note 6—Fair Value of Financial Instruments

        Due to the short maturity of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, their carrying values approximate fair value. The carrying amount of long-term debt under the Senior AXELs Credit Agreement and the Senior Revolving Credit Agreement approximates fair value because the interest rate adjusts to market interest rates. The fair value of long-term debt under the Senior Subordinated Notes and Senior Subordinated Discount Notes, based on a quoted market price, was $306.3 million and $133.0 million, respectively, at November 30, 2003.

Note 7—Hedging Strategy

        In 2000, the Company entered into an interest rate swap agreement that effectively converted $236 million of its floating-rate debt to a fixed-rate basis through December 2006, thereby hedging against the impact of interest rate changes on future interest expense (forecasted cash flows). Use of hedging contracts allows the Company to reduce its overall exposure to interest rate changes, since gains and losses on these contracts will offset losses and gains on the transactions being hedged. The Company formally documents all hedged transactions and hedging instruments, and assesses, both at inception of the contract and on an ongoing basis, whether the hedging instruments are effective in offsetting changes in cash flows of the hedged transaction. The fair values of the interest rate agreements are estimated by obtaining quotes from brokers and are the estimated amounts that the Company would receive or pay to terminate the agreements at the reporting date, taking into consideration current interest rates and the current creditworthiness of the counterparties. Effective June 3, 2002, the Company dedesignated the interest rate swap agreement for hedge accounting. As a result of the dedesignation, $12.9 million previously recorded in accumulated other comprehensive loss as of the date of dedesignation is being amortized into interest expense over the remaining life of the interest rate swap agreement. For the years ended November 30, 2003 and December 1, 2002, $3.3 million and $2.0 million was amortized into interest expense, respectively. Prior to June 3, 2002, the changes in the fair market value of the interest rate swap were recorded in accumulated other comprehensive income (loss). Subsequent to June 3, 2002, changes in the fair market value of the interest rate swap are recorded in interest expense. For the years ended November 30, 2003 and

F-20

December 1, 2002, $5.4 million and $15.0 million, respectively, was recorded as net interest expense as a result of the cash requirements of the swap net of the non-cash interest associated with the change in its fair market value. At November 30, 2003 and December 1, 2002, the fair value carrying amount of this instrument was $(14.9) million and $(20.2) million, respectively, which is recorded as follows:

	November 30, 2003		December 1, 2002
	(in millions)
Accrued interest	$	2.2	$	2.1
Other accrued expenses		6.5		7.6
Other noncurrent liabilities		6.2		10.5
	$	14.9	$	20.2

        During the second quarter of 2002, the Company entered into another interest rate swap agreement that has the effect of reestablishing as floating rate debt the $236 million of debt previously converted to fixed rate debt through December 2006. This interest rate swap agreement has not been designated for hedge accounting and, accordingly, any changes in the fair value are to be recorded in interest expense. For the years ended November 30, 2003 and December 1, 2002, $5.2 million and $10.4 million, respectively, was recorded as a reduction of net interest expense as a result of the cash interest received on the swap net of the non-cash interest associated with the change in its fair market value. At November 30, 2003 and December 1, 2002, the fair value carrying amount of this instrument was $6.8 million and $7.8 million, respectively, with $5.1 million and $5.1 million recorded in prepaid expenses and other current assets, and $1.7 million and $2.7 million recorded in noncurrent assets.

        The Company also entered into an interest rate cap agreement during the second quarter of 2002 with a notional amount of $175.0 million that caps the LIBOR rate on which the floating rate debt is based at 8% through December 2006. This agreement has not been designated for hedge accounting and, accordingly, any changes in the fair value are recorded in interest expense. The fair value of this instrument is not material.

        At November 30, 2003 and December 1, 2002, accumulated other comprehensive income (loss) associated with the interest rate swaps was $(5.6) million and $(10.9) million, respectively.

        To protect against the reduction in value of forecasted foreign currency cash flows resulting from purchases in a foreign currency, the Company has instituted a forecasted cash flow hedging program. The Company hedges portions of its purchases denominated in foreign currencies with forward and option contracts. At November 30, 2003, the Company had forward contracts to sell a total of 2.0 million Mexican pesos with expiration dates of February 20, 2004, forward contracts to sell a total of 30.0 million Canadian dollars with expiration dates ranging from December 9, 2003 through November 20, 2004. At November 30, 2003, the fair value of the Company's net obligation under the forward contracts was $0.8 million, which has been recognized as additional expense for the year ended November 30, 2003.

        In the accompanying statements of cash flows, the cash flows from hedging activities are included in the same categories as the hedged items. Cash flows from operating activities include increases (decreases) in cash balances due to foreign exchange rate fluctuations of $0.8 million, $(0.3) million

F-21

and $(0.1) million for the years ended November 30, 2003, December 1, 2002, and December 2, 2001, respectively.

Note 8—Other (Income) Expense, Net

        The Company previously contributed cash and other assets to Mattress Holdings International LLC ("MHI"), a company controlled by the Company's largest stockholder, Bain Capital LLC, in exchange for a non-voting interest. MHI was formed to invest in domestic and international loans, advances and investments in joint ventures, licensees and retailers. The equity ownership of MHI was transferred to the Company in November 2002. MHI acquired minority interests in Malachi Mattress America, Inc. ("Malachi"), a domestic mattress retailer, and Mattress Holdings Corporation (MHC) in 1999. MHC, controlled by Bain Capital, is a holding company which owns substantially all of the common stock of Mattress Discounters Corporation, a domestic mattress retailer, and the common stock of an international mattress retailer. The Malachi investment was accounted for by MHI under the equity method. Accordingly, the Company recorded equity in the (losses) earnings of Malachi of $(5.6) million, $(4.0) million and $0.5 million for the years ended December 1, 2002, December 2, 2001 and November 26, 2000, respectively. The MHC investment was accounted for by MHI under the cost method. Various operating factors combined with weak economic conditions during 2001, resulted in a review by Company management of the equity values related to these affiliates. The Company determined that the decline in the value of such investments was other than temporary and, as a consequence, recognized a non-cash impairment charge of $26.3 million to write-down the investments to their estimated fair values as of the end of the third quarter of 2001. See Note 18 for further discussion.

        In May 2001, the Company and one of its licensees terminated its existing contract that allowed the licensee to manufacture and sell certain products under the Sealy brand name and entered into a new agreement for the sale of certain other Sealy branded products. In conjunction with the termination of the license agreement, Sealy received a $4.6 million termination fee that is recorded as other income.

        Additionally, Other (income) expense, net includes interest income of $1.6 million, $2.2 million and $1.9 million for the years ended November 30, 2003, December 1, 2002 and December 2, 2001, respectively.

        Other (income) expense, net in the year ended November 30, 2003 also includes a $2.0 million write-off of previously deferred derivative losses recorded in accumulated other comprehensive loss and $0.5 million of deferred debt costs associated with the early extinguishment of debt in May 2003. See also Note 7.

        Other (income) expense, net also includes $(0.3) million and $(0.5) million for minority interest associated with the Argentina operations in 2002 and 2001, respectively.

Note 9—Stock Option and Restricted Stock Plans

        The Company's Board of Directors has adopted the 1998 Stock Option Plan ("1998 Plan") and reserved 5,000,000 shares of Class A Common Stock of the Company for issuance. Options under the 1998 Plan may be granted either as Incentive Stock Options as defined in Section 422 of the Internal Revenue Code or Nonqualified Stock Options subject to the provisions of Section 83 of the Internal

F-22

Revenue Code. The options vest 40% upon the second anniversary, and 20% on the third, fourth and fifth anniversary dates of the grant.

        Upon consummation of the 1997 Recapitalization of the Company, certain senior executives received fully-vested ten-year stock options to acquire 145,516 shares of the Company's Class L Common Stock at an exercise price of $10.125 per share and 1,309,644 shares of the Company's Class A Common Stock at an exercise price of $0.125 per share.

        The Company has an obligation to repurchase certain securities of the Company held by an officer at the estimated fair market value subject to a maximum and minimum share value stated in the officer's agreement. As of November 30, 2003, the maximum share value had been reached. Accordingly, the Company has no additional exposure to future stock based compensation expense resulting from this agreement. Should the fair value of the stock fall back below the capped amount, the Company would record income associated with revaluation, limited to the floor value in the agreement. The Company recorded (income) expense of $1.3 million, $0.8 million and $(2.7) million in fiscal 2003, 2002 and 2001, respectively, to revalue this obligation to reflect increases in the fair market value of the securities. The (income) expense associated with the right was recorded in stock based compensation. At November 30, 2003 and December 1, 2002, the Company had $6.7 million and $5.4 million, respectively, recorded for the obligation, which is reflected in "other noncurrent liabilities". The officer's rights to sell his shares are fully vested and may be exercised at any time.

Pro Forma Earnings Disclosure Per FAS No. 123

        For purposes of this pro forma disclosure, the estimated fair value of the options is amortized to expense over the options' vesting period. The Company recognized no compensation expense in 2003, 2002 or 2001 as all options were granted at or above the fair market value of the stock at the date of grant.

		2003		2002		2001
Net income (loss) (in thousands)	As reported	$	18,269	$	16,919	$	(20,813	)
	Pro forma	$	18,098	$	16,324	$	(21,458	)
Net earnings (loss) per share-Diluted	As reported	$	0.59	$	0.55	$	(0.67	)
	Pro forma	$	0.58	$	0.53	$	(0.69	)

        The fair value for all options granted were estimated at the date of grant or revaluation using a Black-Scholes option pricing model with the following weighted-average assumptions: the expected life for all options is seven years; the expected dividend yield for all stock is zero percent and the expected volatility of all stock is zero percent. The fair market value of the Company's stock is determined by the Company's Board of Directors based on a value as determined by a multiple of "adjusted" earnings before interest, income taxes, depreciation and amortization ("Adjusted" EBITDA).

        The risk free interest rates utilized for the grants are as follows:

Option Grant Date	Risk Free Interest Rate
Fiscal 2001	4.62%-5.39%
Fiscal 2002	4.07%-5.22%
Fiscal 2003	3.72%-4.36%

F-23

        A summary of the status and changes of shares subject to options and the related average price per share is as follows:

		Shares Subject to Options		Average Option Price Per Share
Outstanding November 26, 2000 (1,539,086 options exercisable)		3,675,586		$	2.27
	Granted	747,000			9.48
	Exercised	(288,056	)		5.15
	Canceled	(241,000	)		2.02
Outstanding December 2, 2001 (1,860,930 options exercisable)		3,893,530			3.46
	Granted	986,700			4.38
	Exercised	(425,850	)		1.03
	Canceled	(834,000	)		2.10
Outstanding December 1, 2002 (1,543,880 options exercisable)		3,620,380			4.31
	Granted	342,500			5.00
	Exercised	(242,485	)		0.81
	Canceled	(144,800	)		7.67
Outstanding November 30, 2003 (1,915,180 options exercisable)		3,575,595		$	4.45

        For various price ranges, weighted average characteristics of outstanding stock options at November 30, 2003 were as follows:

	Outstanding Options				Exercisable Options
Range of Exercise prices	Shares	Remaining Life (Years)	Weighted Average Price		Shares	Weighted Average Price
Class A
$0.00-$1.20	870,500	4.1	$	0.52	852,700	$	0.52
$2.40-$3.60	234,500	8.4		2.50	—		—
$3.60-$4.80	634,000	3.9		4.18	634,000		4.18
$4.80-$6.00	1,084,000	8.7		5.02	118,480		5.10
$6.01-$7.20	42,000	6.3		6.93	25,200		6.93
$7.21-$8.40	27,500	6.6		7.88	16,500		7.88
$8.41-$9.60	496,500	7.6		8.54	203,700		8.56
$10.80-$12.00	161,500	7.2		12.00	64,600		12.00
Class L
$0.00-$10.13	25,095	4.0	$	10.13	25,095	$	10.13

        The weighted average fair value of options granted were $0, $0 and $2.95 in 2003, 2002 and 2001, respectively.

F-24

Note 10—Income Taxes

        The Company and its domestic subsidiaries file a consolidated U.S. Federal income tax return. Income tax expense (benefit) consists of:

	Year ended Nov. 30, 2003			Year ended Dec. 1, 2002			Year ended Dec. 2, 2001
	(in thousands)
Current:
Federal	$	10,743		$	2,743		$	9,541
State and local		1,097			433			(661	)
Foreign		7,074			6,195			8,633
		18,914			9,371			17,513
Deferred:
Federal		(1,546	)		(2,014	)		(3,213	)
State and local		(226	)		(288	)		(459	)
Foreign		1,054			163			(1,239	)
		(718	)		(2,139	)		(4,911	)
Total tax expense including effects of cumulative effect of change in accounting principle		18,196			7,232			12,602
Expense allocated to cumulative effect of change in accounting principle		—			—			(101	)
Income tax expense before cumulative effect of change in accounting principle	$	18,196		$	7,232		$	12,501

        Income before taxes from foreign operations amounted to $11.8 million, $13.4 million, and $6.4 million for the years ended November 30, 2003, December 1, 2002, and December 2, 2001, respectively.

        The differences between the actual tax expense and tax expense computed at the statutory U.S. Federal tax rate are explained as follows:

	Year ended Nov. 30, 2003		Year ended Dec. 1, 2002			Year ended Dec. 2, 2001
Income tax expense (benefit) computed at statutory U.S. Federal income tax rate	$	12,762	$	8,453		$	(2,962	)
State and local income taxes, net of federal tax benefit		595		(1	)		(775	)
Foreign tax rate differential and effects of foreign earnings repatriation		283		1,946			1,260
Effect of nondeductible loss		—		—			(619	)
Adjustment of estimated loss carryforward previously reserved		—		584			—
Change in valuation allowance on deferred tax assets		3,822		(5,258	)		12,002
Effect of non deductible meals and entertainment		461		494			592
Other items, net		273		1,014			(745	)
Income tax expense before permanent differences resulting from purchase accounting		18,196		7,232			8,753
Permanent differences resulting from purchase accounting, principally goodwill		—		—			3,748
Total income tax expense	$	18,196	$	7,232		$	12,501

F-25

        Deferred income taxes reflect the tax effect of temporary differences between carrying amounts of assets and liabilities for financial reporting purposes and the amounts for income tax purposes. The Company's total deferred tax assets and liabilities and their significant components are as follows:

	2003						2002
	Current Asset (Liability)			Noncurrent Asset (Liability)			Current Asset (Liability)			Noncurrent Asset (Liability)
	(in thousands)
Accrued salaries and benefits	$	5,567		$	4,047		$	4,271		$	3,625
Allowance for doubtful accounts		6,423			3,208			9,910			—
Plant shutdown, idle facilities, and environmental costs		850			969			—			2,910
Tax credit and loss carryforward benefit		4,063			6,070			341			7,205
Accrued warranty reserve		3,434			—			3,529			—
Other accrued reserves		1,630			—			1,188			—
Book versus tax differences related to property, plant, and equipment		(354	)		(25,054	)		(552	)		(24,639	)
Book versus tax differences related to intangible assets		1,304			(6,932	)		—			(10,204	)
All other		2,635			1,099			3,445			60
		25,552			(16,593	)		22,132			(21,043	)
Valuation allowance		(5,046	)		(5,520	)		—			(6,744	)
	$	20,506		$	(22,113	)	$	22,132		$	(27,787	)

        The Company has a valuation allowance against certain deferred tax assets of $10.6 million at November 30, 2003, primarily reflecting uncertainties regarding utilization of loss carryforward benefits. At December 1, 2002, the Company had a valuation allowance of $6.7 million related to uncertainties regarding utilization of tax credit and loss carryforward benefits in the statutory period.

        A provision has not been made for U.S. or foreign taxes on undistributed earnings of foreign subsidiaries. Upon repatriation of such earnings, withholding taxes might be imposed that are then available for use as credits against U.S. Federal income tax liability, subject to certain limitations. The amount of taxes that would be payable on repatriation of the entire amount of undistributed earnings is immaterial at November 30, 2003 and December 1, 2002.

Note 11—Retirement Plans

        Substantially all employees are covered by defined contribution profit sharing plans, where specific amounts (as annually established by the Company's board of directors) are set aside in trust for retirement benefits. Profit sharing expense was $10.8 million, $10.4 million, and $6.5 million for the years ended November 30, 2003, December 1, 2002, and December 2, 2001, respectively.

        The Company has a noncontributory, defined benefit pension plan covering current and former hourly employees at five of its active plants and seven previously closed facilities. The plan provides retirement and survivorship benefits based on the employees' credited years of service. The Company's funding policy provides for contributions of an amount between the minimum required and maximum amount that can be deducted for federal income tax purposes. Pension plan assets consist of investments in various publicly traded stock, bond and money market mutual funds. The Company records a minimum liability equal to the excess of the accumulated benefit obligation over the fair value of plan assets. Changes in the minimum liability in excess of pension costs recognized in earnings are charged to other comprehensive income, net of related deferred taxes. Because future

F-26

compensation levels are not a factor in the plan's benefit formula, the accumulated benefit obligation is equal to the projected benefit obligation as reported below. Summarized information for the plan follows:

		2003			2002
Change in Benefit Obligation:
	Projected Benefit Obligation at Beginning of Year	$	9,486		$	7,986
	Service Cost		422			390
	Interest Cost		610			553
	Plan Changes		329			75
	Actuarial (Gains)/Losses		516			678
	Benefits Paid		(329	)		(196	)
Projected Benefit Obligation at End of Year		$	11,034		$	9,486
Change in Plan Assets:
	Fair Value of Plan Assets at Beginning of Year	$	5,396		$	6,049
	Actual Return on Assets		859			(606	)
	Employer Contribution		566			149
	Benefits Paid		(329	)		(196	)
Fair Value of Plan Assets at End of Year		$	6,492		$	5,396
Funded Status of Plan:
	Funded Status	$	(4,542	)	$	(4,090	)
	Unrecognized Actuarial (Gain)/Loss		3,082			3,207
	Unrecognized Transition (Asset)/Obligation		(437	)		(525	)
	Unrecognized Prior Service Cost		1,015			814
Net Amount Recognized as of Fiscal Year End		$	(882	)	$	(594	)
Components of Net Periodic Pension Cost:
	Service Cost	$	422		$	390
	Interest Cost		610			553
	Expected Return on Assets		(444	)		(506	)
	Amortization of Unrecognized Net (Gain)/Loss		226			70
	Amortization of Unrecognized Transition (Asset)/Obligation		(87	)		(87	)
	Amortization of Unrecognized Prior Service Cost		128			121
Net Periodic Pension Cost/(Income)		$	855		$	541

	2003		2002
Weighted-average assumptions used to determine net periodic benefit cost:
Settlement (Discount) Rate	6.5	%	7.0	%
Expected Long-Term Return on Plan Assets	8.5	%	8.5	%
Weighted Average Rate of Increase In Future Compensation Levels	N/A		N/A

F-27

Note 12—Earnings Per Share

        The following table sets forth the computation of basic and diluted earnings per share:

	2003			2002			2001
	(in thousands)
Numerator:
Income (loss) before cumulative effect of change in accounting principle	$	18,269		$	16,919		$	(20,965	)
Cumulative effect of change in accounting principle		—			—			(152	)
Net income (loss)		18,269			16,919			(20,813	)
Liquidation preference for common L & M shares		20,458			18,598			16,862
Net income (loss) available to common shareholders	$	(2,189	)	$	(1,679	)	$	(37,675	)
Denominator:
Denominator for basic earnings per share — weighted average shares		31,142			30,935			31,075
Effect of dilutive securities:
Stock options		—			—			—
Denominator for diluted earnings per share — adjusted weighted-average shares and assumed conversions		31,142			30,935			31,075

        Due to the loss available to common shareholders in all three periods, the potentially dilutive securities would have been antidilutive. Accordingly, they are excluded from the calculation in dilutive earnings per share.

        The Company's capital stock consists of Class A common stock, par value $0.01 per share ("Class A Common"), Class B common stock, par value $0.01 per share ("Class B Common"), Class L common stock, par value $0.01 per share ("Class L Common"), and Class M common stock, par value $0.01 per share ("Class M Common" and collectively with the Class A Common, Class B Common and Class L Common, "Common Stock"). The Class L Common and the Class M Common are senior in right of payment to the Class A Common and Class B Common. Holders of Class B Common and Class M Common have no voting rights except as required by law. The holders of Class A Common and Class L Common are entitled to one vote per share on all matters to be voted upon by the stockholders of the Company, including the election of directors. Class A Common and Class L Common are otherwise identical, except that the shares of Class L Common are entitled to a preference over Class A Common with respect to any distribution by the Company to holders of its capital stock equal to the original cost of such share ($40.50) plus an amount which accrues on a daily basis at a rate of 10% per annum, compounded annually. Class B Common and Class M Common are otherwise identical, except that the shares of Class M Common are entitled to a preference over Class B Common with respect to any distribution by the Company to holders of its capital stock equal to the original cost of such share ($40.50) plus an amount which accrues on a daily basis at a rate of 10% per annum, compounded annually. The Class B Common and the Class M Common are convertible into Class A Common and Class L Common, respectively, automatically upon consummation of an initial public offering by the Company. As of November 30, 2003 and December 1, 2002, the aggregate liquidation preference of Class L and Class M Common, including the preferred yield of 10% compounded annually, amounted to $225.3 million and $204.9 million, respectively. The Board of Directors of the Company is authorized to issue preferred stock, par value $0.01 per share,

F-28

with such designations and other terms as may be stated in the resolutions providing for the issue of any such preferred stock adopted from time to time by the Board of Directors.

Note 13—Summary of Interim Financial Information (Unaudited)

        Quarterly financial data for the years ended November 30, 2003 and December 1, 2002, is presented below:

		First Quarter		Second Quarter			Third Quarter		Fourth Quarter
		(Amounts in thousands, except for share data)
2003:
	Net sales	$	288,311	$	269,776		$	324,941	$	306,832
	Gross profit		122,956		107,826			135,974		127,997
	Net income (loss)		9,093		(1,018	)		8,697		1,497
	Earnings per share — Basic		0.29		(0.03	)		0.28		0.05
	Earnings per share — Diluted		0.29		(0.03	)		0.28		0.05
2002:
	Net sales	$	291,773	$	299,755		$	313,607	$	284,033
	Gross profit		126,763		129,493			131,251		121,998
	Net income (loss)		8,446		(8,392	)		8,354		8,511
	Earnings per share — Basic		0.27		(0.27	)		0.27		0.28
	Earnings per share — Diluted		0.27		(0.27	)		0.27		0.28

Note 14—Business Acquisitions

        On April 6, 2001, the Company acquired the outstanding capital stock of Sapsa Bedding, S.A., of Paris, France for $31.5 million, including costs associated with the acquisition. Sapsa, with primary locations in Paris, France and Milan, Italy, manufactures and sells latex bedding and bedding products to retailers and wholesalers in Europe. Sapsa also sells latex mattress cores and pillows to other manufacturers which sell the finished products under their own trademark. As part of the purchase price, the Company was holding EUR 4.3 million (approximately $4.3 million) as additional escrow funds which was disbursed in November 2002. The Company recorded the acquisition using the purchase method of accounting and, accordingly, the purchase price has been allocated to the assets acquired and liabilities assumed based on the estimated fair market values. As a result of the purchase price allocation, the Company recorded $18.1 million of goodwill and $2.3 million of other amortizable intangibles.

Cash price	$	31.5
Liabilities assumed		44.8
Purchase price		76.3
Fair value of assets acquired		55.9
Goodwill and other intangible assets	$	20.4

        During the first quarter of 2002, the Company took control of a retail mattress company in which it had previously made investments in the form of a supply agreement and additional equity. This

F-29

investment provided the Company an opportunity to determine whether the entity would be a viable distribution source for the Company's products. It is not the Company's strategy to own or control retail operations. Based on management's assessment, evaluation and consideration of alternative business strategies of the Company, it was determined that the acquired entity did not represent a valid business strategy and ceased its operations in May 2002. The Company recorded a non-cash charge of $5.8 million associated with this shut-down of the business representing a write-off of previously recorded goodwill of $5.3 million and a write-down of other assets to their estimated liquidation value. See note 17 regarding other plant/business closure and restructuring charges.

        Due to the immateriality of the acquisitions to the Company's balance sheet and statement of operations, no pro forma disclosures are considered necessary.

Note 15—Contingencies

        The Company is subject to legal proceedings, claims, and litigation arising in the ordinary course of business. While the outcome of these matters is currently not determinable, management does not expect that the ultimate costs to resolve these matters will have a material adverse effect on the Company's consolidated financial position, results of operations or cash flows.

        The Company is currently conducting an environmental cleanup at a formerly owned facility in South Brunswick, New Jersey pursuant to the New Jersey Industrial Site Recovery Act. The Company and one of its subsidiaries are parties to an Administrative Consent Order issued by the New Jersey Department of Environmental Protection. Pursuant to that order, the Company and its subsidiary agreed to conduct soil and groundwater remediation at the property. The Company does not believe that its manufacturing processes were the source of contamination. The Company sold the property in 1997. The Company and its subsidiary retained primary responsibility for the required remediation. The Company has completed essentially all soil remediation with the New Jersey Department of Environmental Protection approval, and has concluded a pilot test of the groundwater remediation system. The Company is working with the New Jersey Department of Environmental Protection to develop and implement a remediation plan for the sediment in Oakeys Brook adjoining the site.

        The Company is also remediating soil and groundwater contamination at an inactive facility located in Oakville, Connecticut. Although the Company is conducting the remediation voluntarily, it obtained Connecticut Department of Environmental Protection approval of the remediation plan. The Company has completed essentially all soil remediation under the remediation plan and is currently monitoring groundwater at the site. The Company believes the contamination is attributable to the manufacturing operations of previous unaffiliated occupants of the facility.

        The Company removed three underground storage tanks previously used for diesel, gasoline, and waste oil from its South Gate, California facility in March 1994 and remediated the soil in the area. Since August 1998, the Company has been working with the California Regional Water Quality Control Board, Los Angeles Region to monitor ground water at the site.

        While the Company cannot predict the ultimate timing or costs of the South Brunswick, Oakville, and South Gate environmental matters, based on facts currently known, the Company believes that the accruals recorded are adequate and does not believe the resolution of these matters will have a material adverse effect on the financial position or future operations of the Company; however, in the event of an adverse decision, these matters could have a material adverse effect.

F-30

        The state of California adopted new flame retardant regulations related to manufactured mattresses and box springs which will be effective January 1, 2005. The Company expects to be in full compliance with those regulations by the effective date. The Company does not expect the impact of those regulations to be significant to the Company's results of operations or financial position.

        In 2000, Montgomery Ward, a customer of Sealy, declared bankruptcy and filed for protection under Chapter 7 of the U.S. Bankruptcy Code. In 2003, the bankruptcy trustee filed a claim of $3.7 million associated with certain alleged preferential payments by Montgomery Ward to Sealy. Currently, the case is in the discovery phase and the Company believes it has significant defenses against such claims. While the Company cannot predict the ultimate outcome, the Company believes it has adequate accruals recorded with respect to this claim and does not believe the resolution of these matters will have a material adverse effect on the financial position or future operations of the Company.

Note 16—Segment Information

        The Company operates predominately in one reportable industry segment, the manufacture and marketing of conventional bedding. During 2003, 2002 and 2001 no one customer represented 10% or more of total net sales. Sales outside the United States were $239.1 million, $216.8 million and $187.7 million for 2003, 2002 and 2001, respectively. Additionally, long-lived assets (principally property, plant and equipment and other investments) outside the United States were $49.7 million and $43.7 million as of November 30, 2003 and December 1, 2002, respectively.

Note 17—Plant/Business Closings and Restructuring Charges

        Due to continued weak performance and the fact that it is not the Company's strategy to own or control retail operations, the Company committed to a plan in the fourth quarter of 2003 to dispose of its wholly-owned retail subsidiary by sale or liquidation in early 2004. Accordingly, the Company recognized an impairment charge of $1.8 million during the fourth quarter, which included the write-off of $1.6 million of goodwill on the books of the subsidiary plus impairment charges for leasehold improvements likely to be abandoned. Following the disposal of this subsidiary, the Company will no longer have a direct interest in any domestic mattress retailer.

        During 2002, the Company shutdown its Lake Wales and Taylor facilities. The Company recorded a $2.5 million charge associated with the Lake Wales shutdown to writedown the land, building and equipment to its estimated fair market value and is actively pursuing the sale of this facility. The Company also recorded a $0.3 million charge primarily for severance associated with the shutdown of the Taylor plant, a leased facility.

        See note 14 regarding a $5.8 million charge in 2002 due to the closure of a retail subsidiary.

        During the first quarter of 2001, the Company commenced a plan to shutdown its Memphis facility and recorded a $0.5 million charge primarily for severance. The Company ceased operations in the second quarter of 2001 and is actively pursuing the sale of the facility. Also during the first quarter of 2001, the Company recorded a $0.7 million charge for severance related to a management reorganization. All payments related to these charges have been made.

        During 2001, Rozen's operations were negatively impacted by deteriorating economic conditions in Argentina resulting in a loss from operations. As a result of these economic conditions, the Argentine

F-31

government allowed the peso, previously pegged 1 to 1 to the U.S. dollar, to freely float at a market exchange rate subsequent to December 2, 2001. In addition, the Argentine government imposed a restriction that severely limited cash withdrawals from the country. As a result of the operating loss incurred by Rozen, the deteriorating economic conditions and the uncertainty surrounding the peso devaluation, the Company reviewed the carrying value of its investment in Rozen S.R.L. As a consequence, the Company recorded a non-cash impairment charge of $4.4 million in 2001 to write off all remaining unamortized goodwill. Management believes the value of the remaining assets are recoverable. On November 30, 2003, the peso was trading at approximately 3.0 pesos to the dollar.

Note 18—Related Party Transactions

        The Company previously contributed cash and other assets to Mattress Holdings International LLC ("MHI"), a company which was controlled by the Company's largest stockholder, Bain Capital LLC, in exchange for a non-voting interest. MHI was formed to invest in domestic and international loans, advances and investments in joint ventures, licensees and retailers. The equity ownership of MHI was transferred from Bain to the Company in November 2002. In 1999, MHI acquired a minority interest in Malachi Mattress America, Inc. ("Malachi"), a domestic mattress retailer, and indirectly through a Bain controlled holding company acquired a minority interest in Mattress Holdings Corporation (MHC). MHC owns an interest in Mattress Discounters Corporation, a domestic mattress retailer. In addition, MHC sold all of its equity interest in an international retailer on April 15, 2003. This international retailer had been an affiliate of the Company since MHC's acquisition in 2000.

        In October 2002, Mattress Discounters Corporation filed a voluntary joint petition with the U.S. Bankruptcy Court for the District of Maryland for reorganization under Chapter 11 of the U.S. Bankruptcy Code and was operating as a debtor in possession under the Bankruptcy Code. Effective March 14, 2003, Mattress Discounters emerged from bankruptcy. At the time Mattress Discounters filed for bankruptcy protection, the Company had recorded in its financial statements a $12.5 million participation in Mattress Discounters' banking facility and $16.0 million in trade receivables. The Company had fully-reserved the trade receivables. As part of the approved bankruptcy settlement, the Company received a non-controlling minority interest in Mattress Discounters and a $12.9 million secured note, guaranteed by MHC. Other entities affiliated with Bain Capital LLC also received a minority interest in Mattress Discounters. During the bankruptcy period, Mattress Discounters exited four markets. The majority of the stores in the exited markets were acquired by other current Sealy customers. The Company and Mattress Discounters also amended the existing long-term supply agreement to remove a requirement for Sealy to be Mattress Discounters' exclusive supplier. The Company does not believe that any sales reductions, as a result of the amended supply agreement or the markets exited, will have a material adverse effect on the Company. Since emerging from bankruptcy, Mattress Discounters has generally been paying within stated terms. Concurrent with the previously mentioned sale of the international bedding retailer by MHC, Sealy consummated the sale to MHC of the $12.9 million note and the equity interest that Sealy received in the Mattress Discounters bankruptcy, as well as MHI's equity interest in MHC for $13.6 million. As a result of these transactions, the Company no longer has any direct interest in Mattress Discounters other than trade receivables in the normal course of business.

        In October 2002, MHI acquired substantially all of the remaining interest in Malachi. Concurrent with the acquisition, MHI sold 100% of its interest in Malachi to an independent third party, canceled $21.7 million in trade receivables, all of which were fully reserved, received a $17.5 million long-term

F-32

note with an estimated current fair value of $10.3 million, due and payable in 2009, and Malachi's name was changed to Mattress Firm, Inc (MFI). MHI also loaned Mattress Firm, Inc. $3.3 million secured by all of its assets. During 2003, MFI made a $0.2 million principal payment on this note reducing the total outstanding amount to $3.1 million. Both the note and the loan are recorded in Long-term notes receivable in the balance sheet. The Company's net trade receivable balance from MFI at November 30, 2003 and December 1, 2002 was $7.3 million and $7.4 million, respectively. The Company believes that the operating performance of Mattress Firm, Inc. has improved in 2003 compared to 2002. In addition, the current owners, at the time of the transaction, made additional cash infusions in the business which improved its overall capital structure. The Company has been receiving timely payments on its outstanding receivables assumed by MFI. Based on this, the Company believes that it has adequate reserves against its current exposure. The Company will, however, continue to monitor this business to determine whether reserve levels are appropriate. Concurrent with the transactions, the Company entered into a new long-term, non-exclusive supply agreement with Mattress Firm, Inc. through November 1, 2008 which replaced an exclusive supply agreement. The Company does not expect that any sales reduction as a result of the amended supply agreement will have a material adverse effect on the Company. As a result of the transactions previously described, MFI is no longer an affiliate of Bain Capital, LLC or Sealy and sales since the date of the transactions are shown in the statement of operations as sales to non-affiliates.

        As previously mentioned, MHC sold its interest in an international bedding retailer on April 15, 2003. Consequently, this retailer is no longer an affiliate of Sealy. Sales to this retailer after April 15, 2003 have been included in sales to non-affiliates in the statement of operations.

        The following table provides affiliate sales for the years ended November 30, 2003, December 1, 2002 and December 2, 2001:

	Year ended November 30, 2003		Year Ended December 1, 2002		Year Ended December 2, 2001
	($'s in million)
Mattress Discounters Corporation	$	28.0	$	71.6	$	82.1
Malachi Mattress America, Inc.*	$	—	$	58.7	$	67.9
International retailer	$	4.0	$	13.2	$	11.0

*

Malachi Mattress America, Inc. was not an affiliate for any part of 2003

        Various operating factors combined with weak economic conditions during 2001, resulted in a review by Company management of the equity values related to its investments in Malachi Mattress America, Inc. and Mattress Discounters Corporation. The Company determined that the decline in the value of such investments was other than temporary and, as a consequence, recognized a non-cash impairment charge of $26.3 million to write-down the investments to their estimated fair values as of the end of the third quarter of 2001. In addition, the Company recorded specific bad debt charges of $22.6 million in 2002 for Malachi and Mattress Discounters.

        The Company believes that the terms on which mattresses were supplied to these affiliates were not materially more or less favorable than those that might reasonably be obtained in a comparable transaction on an arm's length basis from a person that is not an affiliate or related party.

F-33

        Amounts paid to Bain Capital, LLC pursuant to a management services agreement totaled $2.0 million annually in fiscal years 2003, 2002 and 2001.

Note 19—Guarantor/Non-Guarantor Financial Information

        As discussed in Note 4, the Parent and each of the Guarantor Subsidiaries has fully and unconditionally guaranteed, on a joint and several basis, the obligation to pay principal and interest with respect to the Notes. Substantially all of the Issuer's operating income and cashflow is generated by its subsidiaries. As a result, funds necessary to meet the Issuer's debt service obligations are provided in part by distributions or advances from its subsidiaries. Under certain circumstances, contractual and legal restrictions, as well as the financial condition and operating requirements of the Issuer's subsidiaries, could limit the Issuer's ability to obtain cash from its subsidiaries for the purpose of meeting its debt service obligations, including the payment of principal and interest on the Notes. Although holders of the Notes will be direct creditors of the Issuer's principal direct subsidiaries by virtue of the guarantees, the Issuer has subsidiaries ("Non-Guarantor Subsidiaries") that are not included among the Guarantor Subsidiaries, and such subsidiaries will not be obligated with respect to the Notes. As a result, the claims of creditors of the Non-Guarantor Subsidiaries will effectively have priority with respect to the assets and earnings of such companies over the claims of creditors of the Issuer, including the holders of the Notes.

        The following supplemental consolidating condensed financial statements present:

        1.     Consolidating condensed balance sheets as of November 30, 2003 and December 1, 2002, consolidating condensed statements of operations and cash flows for each of the years in the three-year period ended November 30, 2003.

        2.     Sealy Corporation (the "Parent" and a "Guarantor"), Sealy Mattress Company (the "Issuer"), combined Guarantor Subsidiaries and combined Non-Guarantor Subsidiaries with their investments in subsidiaries accounted for using the equity method.

        3.     Elimination entries necessary to consolidate the Parent and all of its subsidiaries.

        Separate financial statements of each of the Guarantor Subsidiaries are not presented because Management believes that these financial statements would not be material to investors.

F-34

Sealy Corporation
Supplemental Consolidating Condensed Balance Sheet
November 30, 2003
(in thousands)

	Sealy Corporation			Sealy Mattress Company			Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	31		$	90,985		$	10,084		$	—		$	101,100
Accounts receivable — Non-affiliates, net		15			(38	)		103,358			57,649			—			160,984
Accounts receivable — Affiliates, net								1,758						—			1,758
Inventories		—			1,774			33,258			14,381			—			49,413
Prepaid expenses, deferred income taxes and other current assets		(63	)		6,548			31,756			5,163			—			43,404
		(48	)		8,315			261,115			87,277			—			356,659
Property, plant and equipment, at cost		—			6,485			231,966			61,267			—			299,718
Less accumulated depreciation		—			3,339			111,777			13,777			—			128,893
		—			3,146			120,189			47,490			—			170,825
Other assets:
Goodwill		—			14,816			314,698			52,377			—			381,891
Other intangibles, net		—			—			4,415			949			—			5,364
Net investment in and advances to (from) subsidiaries		(18,896	)		613,359			(349,653	)		(91,683	)		(153,127	)		—
Long-term notes receivable		—			—			—			13,323			—			13,323
Debt issuance costs, net, and other assets		96			17,946			10,535			2,427			—			31,004
		(18,800	)		646,121			(20,005	)		(22,607	)		(153,127	)		431,582
Total assets	$	(18,848	)	$	657,582		$	361,299		$	112,160		$	(153,127	)	$	959,066
Liabilities And Stockholders' Equity (Deficit)
Current liabilities:
Current portion — long-term obligations	$	—		$	41,918		$	—		$	5,705		$	—		$	47,623
Accounts payable		—			204			51,851			33,423			—			85,478
Accrued customer incentives and advertising		—			1,369			29,045			5,132			—			35,546
Accrued compensation		—			102			21,675			5,806			—			27,583
Accrued interest		847			1,028			21,109			581			—			23,565
Other accrued expenses		10			7,842			31,385			5,602			—			44,839
		857			52,463			155,065			56,249			—			264,634
Long-term obligations		49,989			648,056			44			1,541			—			699,630
Other noncurrent liabilities		6,998			6,202			29,095			6,556			—			48,851
Deferred income taxes		(530	)		(1,202	)		19,590			4,255			—			22,113
Stockholders' equity (deficit)		(76,162	)		(47,937	)		157,505			43,559			(153,127	)		(76,162	)
Total liabilities and stockholders' equity (deficit)	$	(18,848	)	$	657,582		$	361,299		$	112,160		$	(153,127	)	$	959,066

F-35

Sealy Corporation
Supplemental Consolidating Condensed Balance Sheet
December 1, 2002
(in thousands)

	Sealy Corporation			Sealy Mattress Company			Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	28		$	21,881		$	5,534		$	—		$	27,443
Accounts receivable — Non-affiliates, net		11			16			115,141			49,574			—			164,742
Accounts receivable — Affiliates, net								420			3,333			—			3,753
Inventories		—			1,501			36,377			15,509			—			53,387
Prepaid expenses, deferred income taxes and other current assets		(97	)		5,557			29,490			7,748			—			42,698
		(86	)		7,102			203,309			81,698			—			292,023
Property, plant and equipment, at cost		—			5,398			223,526			51,702			—			280,626
Less accumulated depreciation		—			2,517			95,568			8,616			—			106,701
		—			2,881			127,958			43,086			—			173,925
Other assets:
Goodwill		—			14,816			314,698			45,432			—			374,946
Other intangibles, net		—			—			3,689			1,389			—			5,078
Net investment in and advances to (from) subsidiaries		(65,254	)		590,852			(359,727	)		(110,986	)		(54,885	)		—
Long-term notes receivable		—			—			—			12,022			—			12,022
Investment in and advances to affiliate		—			—			—			12,950			—			12,950
Debt issuance costs, net, and other assets		106			22,318			8,954			2,626			—			34,004
		(65,148	)		627,986			(32,386	)		(36,567	)		(54,885	)		439,000
Total assets	$	(65,234	)	$	637,969		$	298,881		$	88,217		$	(54,885	)	$	904,948
Current liabilities:
Current portion — long-term obligations	$	—		$	29,437		$	—		$	3,901		$	—		$	33,338
Accounts payable		—			229			38,481			30,380			—			69,090
Accrued customer incentives and advertising		—			1,059			35,468			5,003			—			41,530
Accrued compensation		—			144			19,589			4,749			—			24,482
Accrued interest		—			1,764			12,246			253			—			14,263
Other accrued expenses		51			10,224			25,238			7,984			—			43,497
		51			42,857			131,022			52,270			—			226,200
Long-term obligations		45,246			672,340			63			2,247			—			719,896
Other noncurrent liabilities		5,687			10,442			25,593			5,083			—			46,805
Deferred income taxes		(478	)		679			19,582			8,004			—			27,787
Stockholders' equity (deficit)		(115,740	)		(88,349	)		122,621			20,613			(54,885	)		(115,740	)
Total liabilities and stockholders' equity (deficit)	$	(65,234	)	$	637,969		$	298,881		$	88,217		$	(54,885	)	$	904,948

F-36

Sealy Corporation
Supplemental Consolidating Condensed Statements of Operations
Year Ended November 30, 2003
(in thousands)

			Sealy Corporation			Sealy Mattress Company			Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net sales — Non-affiliates			$	—		$	51,765		$	893,820		$	228,233		$	(15,931	)	$	1,157,887
Net sales — Affiliates				—			—			27,928			4,045			—			31,973
	Total net sales			—			51,765			921,748			232,278			(15,931	)		1,189,860
Costs and expenses:
	Cost of goods sold — Non- affiliates			—			34,826			513,658			143,861			(15,931	)		676,414
	Cost of goods sold — Affiliates			—			—			16,031			2,662			—			18,693
		Total cost of goods sold		—			34,826			529,689			146,523			(15,931	)		695,107
	Selling, general and administrative			(101	)		15,334			314,469			67,387			—			397,089
	Stock based compensation			1,311			—			—			—			—			1,311
	Plant/Business closing and restructuring charges			—			—			—			1,825			—			1,825
	Amortization of intangibles			—			—			289			814			—			1,103
	Royalty (income) expense, net			—			—			(13,462	)		990			—			(12,472	)
Income (loss) from operations				(1,210	)		1,605			90,763			14,739			—			105,897
	Interest expense			5,800			61,230			462			1,033			—			68,525
	Other (income) expense, net			—			2,550			(936	)		(707	)		—			907
	Loss (income) from equity investees			(19,393	)		(22,801	)		—			—			42,194			—
	Loss (income) from non-guarantor equity investees			—			(95	)		(5,199	)		—			5,294			—
	Capital charge and intercompany interest allocation			(4,766	)		(55,183	)		56,103			3,846			—			—
Income (loss) before income taxes				17,149			15,904			40,333			10,567			(47,488	)		36,465
Income tax expense (benefit)				(1,120	)		(3,489	)		17,532			5,273			—			18,196
Net income (loss)			$	18,269		$	19,393		$	22,801		$	5,294		$	(47,488	)	$	18,269

F-37

Sealy Corporation
Supplemental Consolidating Condensed Statements of Operations
Year Ended December 1, 2002
(in thousands)

			Sealy Corporation			Sealy Mattress Company			Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net sales — Non-affiliates			$	—		$	43,958		$	816,284		$	196,570		$	(11,173	)	$	1,045,639
Net sales — Affiliates				—			—			130,304			13,225			—			143,529
	Total net sales			—			43,958			946,588			209,795			(11,173	)		1,189,168
Costs and expenses:
	Cost of goods sold — Non- affiliates			—			29,787			460,322			122,943			(11,173	)		601,879
	Cost of goods sold—Affiliates			—			—			68,875			8,909			—			77,784
		Total cost of goods sold		—			29,787			529,197			131,852			(11,173	)		679,663
	Selling, general and administrative			180			10,596			334,771			64,918			—			410,465
	Stock based compensation			771			—			—			—			—			771
	Plant/Business closure and restructuring charges			—			—			2,779			5,802			—			8,581
	Amortization of intangibles			—			—			289			774			—			1,063
	Royalty income, net			—			—			(12,008	)		853			—			(11,155	)
Income (loss) from operations				(951	)		3,575			91,560			5,596			—			99,780
	Interest expense			5,455			64,915			695			1,506			—			72,571
	Other (income) expense, net			(5	)		—			(1,480	)		4,543			—			3,058
	Loss (income) from equity investees			(15,659	)		(17,646	)		—			—			33,305			—
	Loss (income) from non-guarantor equity investees			—			256			2,139			—			(2,395	)		—
	Capital charge and intercompany interest allocation			(8,199	)		(58,869	)		64,102			2,966			—			—
Income (loss) before income taxes				17,457			14,919			26,104			(3,419	)		(30,910	)		24,151
Income tax expense (benefit)				538			(740	)		8,458			(1,024	)		—			7,232
Net income (loss)			$	16,919		$	15,659		$	17,646		$	(2,395	)	$	(30,910	)	$	16,919

F-38

Sealy Corporation
Supplemental Consolidating Condensed Statements of Operations
Year Ended December 2, 2001
(in thousands)

			Sealy Corporation			Sealy Mattress Company			Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net sales — Non-affiliates			$	—		$	46,427		$	797,276		$	164,930		$	(15,601	)	$	993,032
Net sales — Affiliates				—			—			149,972			11,049			—			161,021
		Total net sales		—			46,427			947,248			175,979			(15,601	)		1,154,053
Costs and expenses:
	Cost of goods sold — Non-affiliates			—			30,649			460,968			105,725			(15,601	)		581,741
	Cost of goods sold — Affiliates			—			—			79,290			7,555			—			86,845
		Total cost of goods sold		—			30,649			540,258			113,280			(15,601	)		668,586
	Selling, general and administrative			120			13,266			327,742			45,731			—			386,859
	Stock based compensation			(2,733	)		—			—			—			—			(2,733	)
	Plant/Business closing and restructuring charges			—			—			1,183			—			—			1,183
	Amortization of intangibles			—			382			11,012			2,080			—			13,474
	Asset impairment charge			—			—			—			4,422			—			4,422
	Royalty income, net			—			—			(11,667	)		—			—			(11,667	)
Income from operations				2,613			2,130			78,720			10,466			—			93,929
	Interest expense			4,853			70,469			688			2,037			—			78,047
	Other (income) expense, net			(40	)		695			(6,263	)		29,954			—			24,346
	Loss (income) from equity investees			26,503			19,135			—			—			(45,638	)		—
	Loss (income) from non-guarantor equity investees			—			6,326			21,292			—			(27,618	)		—
	Capital charge and intercompany interest allocation			(13,189	)		(66,432	)		78,512			1,109			—			—
Income (loss) before income taxes, cumulative effect of change in accounting principle				(15,514	)		(28,063	)		(15,509	)		(22,634	)		73,256			(8,464	)
Income tax expense (benefit)				5,299			(1,408	)		3,626			4,984			—			12,501
Income (loss) before cumulative effect of change in accounting principle				(20,813	)		(26,655	)		(19,135	)		(27,618	)		73,256			(20,965	)
Cumulative effect of change in accounting principle				—			(152	)		—			—			—			(152	)
Net income (loss)			$	(20,813	)	$	(26,503	)	$	(19,135	)	$	(27,618	)	$	73,256		$	(20,813	)

F-39

Sealy Corporation
Supplemental Consolidating Condensed Statements of Cash Flows
Year Ended November 30, 2003
(in thousands)

		Sealy Corporation			Sealy Mattress Company			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations		Consolidated
Net cash provided by (used in) operating activities		$	—		$	(2,638	)	$	81,950		$	8,601		$	—	$	87,913
Cash flows from investing activities:
	Purchase of property, plant and equipment		—			(416	)		(11,629	)		(1,398	)		—		(13,443	)
	Cash received on affiliate note and investment		—			—			—			13,611			—		13,611
	Net activity in investment in and advances to (from) subsidiaries and affiliates		(103	)		18,919			(1,438	)		(17,378	)		—		—
	Proceeds from the sale of property, plant and equipment		—			—			257			—			—		257
	Net cash provided by (used in) investing activities		(103	)		18,503			(12,810	)		(5,165	)		—		425
Cash flows from financing activities:
	Issuance of public notes		—			51,500			—			—			—		51,500
	(Repayment of) borrowings on long-term obligations		—			(63,315	)		(36	)		1,114			—		(62,237	)
	Equity issuances		103			—			—			—			—		103
	Debt issuance costs		—			(4,047	)		—			—			—		(4,047	)
Net cash (used in) provided by financing activities			103			(15,862	)		(36	)		1,114			—		(14,681	)
Change in cash and cash equivalents			—			3			69,104			4,550			—		73,657
Cash and cash equivalents:
	Beginning of period		—			28			21,881			5,534			—		27,443
	End of period	$	—		$	31		$	90,985		$	10,084		$	—	$	101,100

F-40

Sealy Corporation
Supplemental Consolidating Condensed Statements of Cash Flows
Year Ended December 1, 2002
(in thousands)

		Sealy Corporation			Sealy Mattress Company			Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations		Consolidated
Net cash provided by operating activities		$	—		$	725		$	84,135		$	15,107		$	—	$	99,967
Cash flows from investing activities:
	Purchase of property, plant and equipment		—			(225	)		(14,186	)		(2,437	)		—		(16,848	)
	Purchase of business, net of cash acquired		—			—			—			(6,829	)		—		(6,829	)
	Note receivable from prior affiliate		—			—			—			(3,272	)		—		(3,272	)
	Cash paid on affiliate note		—			—			—			(12,500	)		—		(12,500	)
	Net activity in investment in and advances to (from) subsidiaries and affiliates		369			29,335			(54,429	)		24,725			—		—
	Net cash provided by (used in) investing activities		369			29,110			(68,615	)		(313	)		—		(39,449	)
Cash flows from financing activities:
	Treasury stock repurchase, including direct expenses		(801	)		—			—			—			—		(801	)
	Repayment of long-term obligations		—			(27,637	)		(81	)		(14,773	)		—		(42,491	)
	Equity issuances		432			—			—			—			—		432
	Debt issuance costs		—			(1,600	)		—			—			—		(1,600	)
	Purchase of interest rate cap		—			(625	)		—			—			—		(625	)
Net cash used in financing activities			(369	)		(29,862	)		(81	)		(14,773	)		—		(45,085	)
Change in cash and cash equivalents			—			(27	)		15,439			21			—		15,433
Cash and cash equivalents:
	Beginning of period		—			55			6,442			5,513			—		12,010
	End of period	$	—		$	28		$	21,881		$	5,534		$	—	$	27,443

F-41

Sealy Corporation
Supplemental Consolidating Condensed Statements of Cash Flows
Year Ended December 2, 2001
(in thousands)

		Sealy Corporation			Sealy Mattress Company			Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations		Consolidated
Net cash provided by (used in) operating activities		$	—		$	3,665		$	(13,787	)	$	21,401		$	—	$	11,279
Cash flows from investing activities:
	Purchase of property, plant and equipment		—			(380	)		(17,557	)		(2,186	)		—		(20,123	)
	Proceeds from sale of property, plant and equipment		—			—			65			—			—		65
	Purchase of business, net of cash acquired		—			—			—			(26,643	)		—		(26,643	)
	Investments in and advances to affiliates		—			—			(15,950	)		(201	)		—		(16,151	)
	Net activity in investment in and advances to (from) subsidiaries and affiliates		11,710			(67,401	)		60,934			(5,243	)		—		—
	Net cash provided by (used in) investing activities		11,710			(67,781	)		27,492			(34,273	)		—		(62,852	)
Cash flows from financing activities:
	Treasury stock repurchase, including direct expenses		(12,178	)		—			—			—			—		(12,178	)
	Issuance of public notes		—			127,500			—			—			—		127,500
	Repayment of long-term obligations		—			(57,987	)		(13,935	)		721			—		(71,201	)
	Net borrowings from revolving credit facilities		—			—			—			6,803			—		6,803
	Equity issuances		468			—			—			—			—		468
	Debt issuance costs		—			(5,696	)		—			(227	)		—		(5,923	)
Net cash used in financing activities			(11,710	)		63,817			(13,935	)		7,297			—		45,469
Change in cash and cash equivalents			—			(299	)		(230	)		(5,575	)		—		(6,104	)
Cash and cash equivalents:
	Beginning of period		—			354			6,672			11,088			—		18,114
	End of period	$	—		$	55		$	6,442		$	5,513		$	—	$	12,010

F-42

SEALY CORPORATION

Condensed Consolidated Balance Sheet
(in thousands)

		February 29, 2004
		(Unaudited)
Assets
Current assets:
	Cash and cash equivalents	$	77,841
	Accounts receivable—Non-affiliates, net		181,130
	Accounts receivable—Affiliates, net (Note 11)		1,967
	Inventories		50,117
	Prepaid expenses, deferred taxes and other current assets		41,942
			352,997
Property, plant and equipment—at cost			305,932
Less: accumulated depreciation			(134,318	)
			171,614
Other assets:
	Goodwill		382,885
	Other intangibles, net		5,123
	Long-term notes receivable		13,573
	Debt issuance costs, net, and other assets		30,666
			432,247
		$	956,858
Liabilities and Stockholders' (Deficit)
Current liabilities:
	Current portion of long-term obligations (Note 14)	$	71,129
	Accounts payable		90,647
	Accrued incentives and advertising		33,562
	Accrued compensation		17,479
	Accrued interest		12,234
	Other accrued expenses		44,665
			269,716
Long-term obligations, net (Note 14)			676,805
Other noncurrent liabilities			49,241
Deferred income taxes			22,946
Stockholders' (deficit) equity:
	Common stock		326
	Additional paid-in capital		146,552
	Accumulated deficit		(190,236	)
	Accumulated other comprehensive loss		(4,920	)
	Common stock held in treasury, at cost		(13,572	)
			(61,850	)
		$	956,858

See accompanying notes to condensed consolidated financial statements.

F-43

SEALY CORPORATION

Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)

		Three Months Ended
		February 29, 2004			March 2, 2003
Net sales—Non-affiliates		$	312,609		$	277,403
Net sales—Affiliates (Note 11)			5,589			10,908
	Total net sales		318,198			288,311
Cost of goods sold—Non-affiliates			180,393			159,465
Cost of goods sold—Affiliates (Note 11)			3,208			5,890
	Total cost of goods sold		183,601			165,355
	Gross Profit		134,597			122,956
Selling, general and administrative			101,626			92,657
Stock based compensation			—			540
Amortization of intangibles			294			260
Royalty income, net of royalty expense			(3,384	)		(2,713	)
	Income from operations		36,061			32,212
Interest expense			16,944			17,077
Other income (Note 5)			(434	)		(296	)
Income before income tax expense			19,551			15,431
Income tax expense			8,290			6,338
	Net income		11,261			9,093
Liquidation preference for common L & M shares			5,634			5,114
	Net income available to common shareholders	$	5,627		$	3,979
Earnings per share—Basic:
	Net income—Basic		0.36			0.29
	Liquidation preference for common L & M shares		(0.18	)		(0.16	)
	Net income available to common shareholders	$	0.18		$	0.13
Earnings per share—Diluted:
	Net income—Diluted		0.36			0.29
	Liquidation preference for common L & M shares		(0.18	)		(0.16	)
	Net income available to common shareholders	$	0.18		$	0.13
Weighted average number of common shares outstanding:
	Basic		31,241			31,175
	Diluted		31,262			31,200

See accompanying notes to condensed consolidated financial statements.

F-44

SEALY CORPORATION

Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)

			Three Months Ended
			February 29, 2004			March 2, 2003
Net cash used in operating activities			$	(18,543	)	$	(15,712	)
Cash flows from investing activities:
	Purchase of property, plant and equipment, net			(5,343	)		(2,316	)
		Net cash used in investing activities		(5,343	)		(2,316	)
Cash flows from financing activities:
	Treasury stock repurchase			(508	)		—
	Proceeds from long-term obligations, net			854			6,912
	Equity issuances			314			87
	Debt issuance costs			(33	)		(1,161	)
		Net cash provided by financing activities		627			5,838
Change in cash and cash equivalents				(23,259	)		(12,190	)
Cash and cash equivalents:
	Beginning of period			101,100			27,443
	End of period		$	77,841		$	15,253
Supplemental disclosures:
Selected noncash items:
	Non-cash compensation		$	—		$	540
	Depreciation and amortization			6,123			5,668
Non-cash interest expense associated with:
	Junior Subordinated Notes			—			1,357
	Debt issuance costs			1,422			1,396
	(Premium) discount on Senior Subordinated Notes, net			(173	)		483
	Net interest income associated with interest rate swap and cap agreements			(342	)		(290	)

See accompanying notes to condensed consolidated financial statements.

F-45

SEALY CORPORATION

Notes to Condensed Consolidated Financial Statements

Note 1:    Basis of Presentation

        The condensed consolidated interim financial statements are unaudited, and certain information and footnote disclosures related thereto normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted in accordance with Rule 10-01 of Regulation S-X. In the opinion of management, the accompanying unaudited consolidated financial statements were prepared following the same policies and procedures used in the preparation of the audited financial statements and reflect all adjustments (consisting of normal recurring adjustments) necessary to present fairly the financial position of Sealy Corporation and its subsidiaries (the "Company"). The results of operations for the interim periods are not necessarily indicative of the results for the entire fiscal year. These consolidated financial statements should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended November 30, 2003.

        The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amount of assets and liabilities and disclosures on contingent assets and liabilities at quarter end and the reported amounts of revenue and expenses during the reporting period. Actual results may differ from these estimates.

        On April 6, 2004, the Company completed a merger with affiliates of Kohlberg Kravis Roberts & Co., L.P. ("KKR") whereby KKR acquired 92% of the Company's capital stock. Certain of the Company's current stockholders, including affiliates of Bain Capital, LLC and others, retained an 8% interest in the Company's stock. The merger is expected to be accounted for as a recapitalization. No adjustments have been made to the accompanying condensed consolidated interim financial statements to reflect the anticipated effects of the recapitalization. See also Note 14 for further details of the proposed recapitalization.

        Net sales as presented herein reflect a reduction of $15.3 million and $11.6 million, respectively, for the quarters ended February 29, 2004 and March 2, 2003, for cash consideration paid to the Company's customers for certain promotional programs and volume rebates as required by the Emerging Issues Task Force of the Financial Accounting Standards Board (EITF) Issue 01-09, "Accounting for Consideration Given by a Vendor to a Customer or a Reseller of the Vendor's Product".

        Certain reclassifications of previously reported financial information were made to conform to the 2004 presentation.

Note 2:    Inventories

        The major components of inventories were as follows:

	February 29, 2004
	(in thousands)
Raw materials	$	26,614
Work in process		14,618
Finished goods		8,885
	$	50,117

F-46

Note 3:    Warranty Costs

        The Company's warranty policy provides a 10-year non-prorated warranty service period on all currently manufactured Sealy Posturepedic, Stearns & Foster and Bassett bedding products and some other Sealy-branded products. The Company's policy is to accrue the estimated cost of warranty coverage at the time the sale is recorded. The change in the company's accrued warranty obligations from November 30, 2003 to February 29, 2004 was as follows (in thousands):

Accrued warranty obligations at November 30, 2003	$	9,135
Warranty claims		(3,051	)
2004 warranty provisions		2,977
Accrued warranty obligations at February 29, 2004	$	9,061

Note 4:    Goodwill and Other Intangible Assets

        The Company performs an annual assessment of its goodwill for impairment as of the beginning of the fiscal fourth quarter. The Company also assesses its goodwill and other intangible assets for impairment when events or circumstances indicate that their carrying value may not be recoverable from future cash flows.

        The changes in the carrying amount of goodwill for the three months ended February 29, 2004, are as follows (in thousands):

Balance as of November 30, 2003	$	381,891
Increase due to foreign currency translation		994
Balance as of February 29, 2004	$	382,885

        Total other intangibles of $5.1 million (net of accumulated amortization of $14.5 million) as of February 29, 2004 primarily consist of acquired licenses, which are amortized on the straight-line method over periods ranging from 5 to 15 years.

Note 5:    Other Income

        Other income includes interest income of $0.4 million and $0.3 million for the quarters ended February 29, 2004 and March 2, 2003, respectively.

Note 6:    Recently Issued Accounting Pronouncements

        In January 2003, the Financial Accounting Standards Board issued FASB Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN 46-R", as revised December 2003 with respect to effective dates). The primary objectives of FIN 46-R are to provide guidance on the identification of entities for which control is achieved through means other than through voting rights ("variable interest entities" or "VIEs") and how to determine when and which business enterprise should consolidate the VIE (the "primary beneficiary"). This new model for consolidation applies to an entity which either (1) the equity investors (if any) do not have a controlling financial interest or (2) the equity investment at risk is insufficient to finance that entity's activities without receiving additional subordinated financial support from other parties. In addition, FIN 46-R requires that both the primary beneficiary and all other enterprises with a significant variable interest in a VIE make additional disclosures. FIN 46-R is

F-47

effective for the Company's second quarter of 2004 with transitional disclosure required with these financial statements. The Company will adopt these provisions in its second quarter, however the Company does not believe it is a primary beneficiary of a VIE or holds any significant interests or involvement in a VIE and does not expect there to be an impact on the Company's consolidated financial statements.

        In December 2003, The FASB issued FAS 132 (Revised), "Employers' Disclosure about Pensions and Other Postretirement Benefits." A revision of the pronouncement originally issued in 1998, FAS 132R expands employers' disclosure requirements for pension and postretirement benefits to enhance information about plan assets, obligations, benefit payments, contributions, and net benefit cost. FAS 132R does not change the accounting requirements for pensions and other postretirement benefits. This statement is effective for fiscal years ending after December 15, 2003, with interim-period disclosure requirements effective for interim periods beginning after December 15, 2003. Accordingly, the Company will implement FAS 132R beginning with its second fiscal quarter of 2004. The adoption of this statement will not have an impact on the Company's financial position or results of operations.

Note 7:    Hedging Strategy

        In 2000, the Company entered into an interest rate swap agreement that effectively converted $236 million of its floating-rate debt to a fixed-rate basis through December 2006, thereby hedging against the impact of interest rate changes on future interest expense (forecasted cash flows). Use of hedging contracts allows the Company to reduce its overall exposure to interest rate changes, since gains and losses on these contracts will offset losses and gains on the transactions being hedged. The Company formally documents all hedged transactions and hedging instruments, and assesses, both at inception of the contract and on an ongoing basis, whether the hedging instruments are effective in offsetting changes in cash flows of the hedged transaction. The fair values of the interest rate agreements are estimated by obtaining quotes from brokers and are the estimated amounts that the Company would receive or pay to terminate the agreements at the reporting date, taking into consideration current interest rates and the current creditworthiness of the counterparties. Effective June 3, 2002, the Company dedesignated the interest rate swap agreement for hedge accounting. As a result of the dedesignation, $12.9 million previously recorded in accumulated other comprehensive loss as of the date of dedesignation is being amortized into interest expense over the remaining life of the interest rate swap agreement. For the three months ended February 29, 2004 and March 2, 2003, $0.6 million and $1.0 million was amortized into interest expense, respectively. Prior to June 3, 2002, the changes in the fair market value of the interest rate swap were recorded in accumulated other comprehensive income (loss). Subsequent to June 3, 2002, changes in the fair market value of the interest rate swap are recorded in interest expense. For the three months ended February 29, 2004 and March 2, 2003, $2.1 million and $4.7 million, respectively, was recorded as net interest expense as a result of the cash requirements of the swap net of the non-cash interest associated with the change in

F-48

its fair market value. At February 29, 2004, the fair value carrying amount of this instrument was $(14.4) million, which is recorded as follows:

	February 29, 2004
	(in thousands)
Accrued interest	$	2,115
Other accrued expenses		5,972
Other noncurrent liabilities		6,275
	$	14,362

        During the second quarter of 2002, the Company entered into another interest rate swap agreement that has the effect of reestablishing as floating rate debt the $236 million of debt previously converted to fixed rate debt through December 2006. This interest rate swap agreement has not been designated for hedge accounting and, accordingly, any changes in the fair value are recorded in interest expense. For the three months ended February 29, 2004 and March 2, 2003, $2.1 million and $4.6 million, respectively, was recorded as a reduction of net interest expense as a result of the cash interest received on the swap net of the non-cash interest associated with the change in its fair market value. At February 29, 2004, the fair value carrying amount of this instrument was $7.4 million, with $4.8 million recorded in prepaid expenses and other current assets, and $2.6 million recorded in noncurrent assets.

        The Company also entered into an interest rate cap agreement during the second quarter of 2002 with a notional amount of $175.0 million that caps the LIBOR rate on which the floating rate debt is based at 8% through December 2006. This agreement has not been designated for hedge accounting and, accordingly, any changes in the fair value are recorded in interest expense. The fair value of this instrument is not material.

        At February 29, 2004, accumulated other comprehensive income (loss) associated with the interest rate swaps was $(4.9) million.

        To protect against the reduction in value of forecasted foreign currency cash flows resulting from purchases in a foreign currency, the Company has instituted a forecasted cash flow hedging program. The Company hedges portions of its purchases denominated in foreign currencies with forward and option contracts. At February 29, 2004, the Company had a forward contract to sell a total of 1.0 million Mexican pesos expiring on May 28, 2004, and forward contracts to sell a total of 23.0 million Canadian dollars with expiration dates ranging from March 2, 2004 through November 12, 2004. At February 29, 2004, the fair value of the Company's net obligation under the forward contracts was $0.1 million.

        In the accompanying statements of cash flows, the cash flows from hedging activities are included in the same categories as the hedged items. Cash flows from operating activities include increases in cash balances due to foreign exchange rate fluctuations. The effect of such foreign exchange rate fluctuations for the three months ended February 29, 2004 and March 2, 2003 was not material.

F-49

Note 8:    Earnings Per Share

        The following table sets forth the computation of basic and diluted earnings per share (in thousands) for the quarter ended:

	February 29, 2004		March 2, 2003
Numerator:
Net income	$	11,261	$	9,093
Liquidation preference for L & M shares		5,634		5,114
Net income available to common shareholders	$	5,627	$	3,979
Denominator:
Denominator for basic earnings per share—weighted average shares		31,241		31,175
Effect of dilutive securities:
Stock options		21		25
Denominator for diluted earnings per share—adjusted weighted- average shares and assumed conversions		31,262		31,200

Note 9:    Comprehensive Income

        Total comprehensive income for the quarters ended February 29, 2004 and March 2, 2003 was $14.5 million and $14.2 million, respectively.

        Activity in Stockholders' equity (deficit) is as follows (dollar amounts in thousands):

	Comprehensive Income		Common Stock		Additional Paid-in Capital		Accumulated Deficit			Treasury Stock			Accumulated Other Comprehensive Loss			Total
Balance at November 30, 2003			$	324	$	146,240	$	(201,497	)	$	(13,064	)	$	(8,165	)	$	(76,162	)
Comprehensive Income:
Net income for the three months ended February 29, 2004	$	11,261		—		—		11,261			—			—			11,261
Exercise of stock options		—		2		312		—			—			—			314
Purchase of Treasury Stock		—		—		—		—			(508	)		—			(508	)
Amortization of dedesignated cash flow hedge		381		—		—		—			—			381			381
Foreign currency translation adjustment		2,864		—		—		—			—			2,864			2,864
Balance at February 29, 2004	$	14,506	$	326	$	146,552	$	(190,236	)	$	(13,572	)	$	(4,920	)	$	(61,850	)

Note 10:    Contingencies

       The Company is subject to legal proceedings, claims, and litigation arising in the ordinary course of business. While the outcome of these matters is currently not determinable, management does not expect that the ultimate costs to resolve these matters will have a material adverse effect on the Company's consolidated financial position, results of operations or cash flows.

        The Company is currently conducting an environmental cleanup at a formerly owned facility in South Brunswick, New Jersey pursuant to the New Jersey Industrial Site Recovery Act. The Company

F-50

and one of its subsidiaries are parties to an Administrative Consent Order issued by the New Jersey Department of Environmental Protection. Pursuant to that order, the Company and its subsidiary agreed to conduct soil and groundwater remediation at the property. The Company does not believe that its manufacturing processes were the source of contamination. The Company sold the property in 1997. The Company and its subsidiary retained primary responsibility for the required remediation. The Company has completed essentially all soil remediation with the New Jersey Department of Environmental Protection approval, and has concluded a pilot test of the groundwater remediation system. The Company is working with the New Jersey Department of Environmental Protection to develop and implement a remediation plan for the sediment in Oakeys Brook adjoining the site.

        The Company is also remediating soil and groundwater contamination at an inactive facility located in Oakville, Connecticut. Although the Company is conducting the remediation voluntarily, it obtained Connecticut Department of Environmental Protection approval of the remediation plan. The Company has completed essentially all soil remediation under the remediation plan and is currently monitoring groundwater at the site. The Company believes the contamination is attributable to the manufacturing operations of previous unaffiliated occupants of the facility.

        The Company removed three underground storage tanks previously used for diesel, gasoline, and waste oil from its South Gate, California facility in March 1994 and remediated the soil in the area. Since August 1998, the Company has been working with the California Regional Water Quality Control Board, Los Angeles Region to monitor ground water at the site.

        While the Company cannot predict the ultimate timing or costs of the South Brunswick, Oakville, and South Gate environmental matters, based on facts currently known, the Company believes that the accruals recorded are adequate and does not believe the resolution of these matters will have a material adverse effect on the financial position or future operations of the Company; however, in the event of an adverse decision, these matters could have a material adverse effect. The state of California adopted new flame retardant regulations related to manufactured mattresses and box springs which will be effective January 1, 2005. The Company expects to be in full compliance with those regulations by the effective date. The Company does not expect the impact of those regulations to be significant to the Company's results of operations or financial position.

        In 2000, Montgomery Ward, a customer of Sealy, declared bankruptcy and filed for protection under Chapter 7 of the U.S. Bankruptcy Code. In 2003, the bankruptcy trustee filed a claim of $3.7 million associated with certain alleged preferential payments by Montgomery Ward to Sealy. Currently, the case is in the discovery phase and the Company believes it has significant defenses against such claims. While the Company cannot predict the ultimate outcome, the Company believes it has adequate accruals recorded with respect to this claim and does not believe the resolution of these matters will have a material adverse effect on the financial position or future operations of the Company.

Note 11:    Related Party Transactions

        The Company previously contributed cash and other assets to Mattress Holdings International LLC ("MHI"), a company which was controlled by the Company's largest stockholder, Bain Capital LLC ("Bain"), in exchange for a non-voting interest. MHI was formed to invest in domestic and international loans, advances and investments in joint ventures, licensees and retailers. The equity ownership of MHI was transferred from Bain to the Company in November 2002. In 1999, MHI indirectly through a Bain controlled holding company acquired a minority interest in Mattress Holdings

F-51

Corporation ("MHC"). MHC owns an interest in Mattress Discounters Corporation, a domestic mattress retailer. In addition, MHC sold all of its equity interest in an international retailer on April 15, 2003. This international retailer had been an affiliate of the Company since MHC's acquisition in 2000.

        In October 2002, Mattress Discounters Corporation filed a voluntary joint petition with the U.S. Bankruptcy Court for the District of Maryland for reorganization under Chapter 11 of the U.S. Bankruptcy Code and was operating as a debtor in possession under the Bankruptcy Code. Effective March 14, 2003, Mattress Discounters emerged from bankruptcy. At the time Mattress Discounters filed for bankruptcy protection, the Company had recorded in its financial statements a $12.5 million participation in Mattress Discounters' banking facility and $16.0 million in trade receivables. The Company had fully-reserved the trade receivables. As part of the approved bankruptcy settlement, the Company received a non-controlling minority interest in Mattress Discounters and a $12.9 million secured note, guaranteed by MHC. Other entities affiliated with Bain Capital LLC also received a minority interest in Mattress Discounters. During the bankruptcy period, Mattress Discounters exited four markets. The majority of the stores in the exited markets were acquired by other current Sealy customers. The Company and Mattress Discounters also amended the existing long-term supply agreement to remove a requirement for Sealy to be Mattress Discounters' exclusive supplier. The Company does not believe that any sales reductions, as a result of the amended supply agreement or the markets exited, will have a material adverse effect on the Company. Since emerging from bankruptcy, Mattress Discounters has generally been paying within stated terms. Concurrent with the previously mentioned sale of the international bedding retailer by MHC, Sealy consummated the sale to MHC of the $12.9 million note and the equity interest that Sealy received in the Mattress Discounters bankruptcy, as well as MHI's equity interest in MHC for $13.6 million. As a result of these transactions, the Company no longer has any direct interest in Mattress Discounters other than trade receivables in the normal course of business. In addition, as a result of the recapitalization discussed in Note 14, Mattress Discounters will no longer be considered an affiliate of the Company after April 6, 2004.

        As previously mentioned, MHC sold its interest in an international bedding retailer on April 15, 2003. Consequently, this retailer is no longer an affiliate of Sealy and sales to this retailer after this date have been included in sales to non-affiliates in the statement of operations.

        The following table provides affiliate sales for the three months ended February 29, 2003 and March 2, 2003:

	Three months ended February 29, 2004		Three months ended March 2, 2003
	(dollars in thousands)
Mattress Discounters Corporation	$	5,589	$	8,148
International retailer	$	—	$	2,760

        The Company believes that the terms on which mattresses were supplied to these affiliates were not materially more or less favorable than those that might reasonably be obtained in a comparable transaction on an arm's length basis from a person that is not an affiliate or related party.

Note 12:    Segment Information

        The Company operates predominately in one industry segment, that being the manufacture and marketing of conventional bedding. During the first quarter of 2004 and 2003 no one customer

F-52

represented 10% or more of total net sales. Sales outside the United States were $63.7 million and $54.5 million for the first quarter of 2004 and 2003, respectively. Additionally long-lived assets (principally property, plant and equipment and other investments) outside the United States were $50.7 million as of February 29, 2004.

Note 13:    Stock Option and Restricted Stock Plans

        As permitted by FAS 123, "Accounting for Stock-Based Compensation", the Company continues to account for its stock option and stock incentive plans in accordance with Accounting Principles Board ("APB") Opinion No. 25, "Accounting for Stock Issued to Employees", and makes no charges (except to the extent required by APB Opinion No. 25) against earnings with respect to options granted. FAS No. 148, "Accounting for Stock-Based Compensation—Transition and Disclosure—an Amendment of FASB Statement No. 123" does however require interim disclosure of pro forma information regarding net income and earnings per share determined as if the Company had accounted for its stock options under the fair value method. For purposes of this pro forma disclosure, the estimated fair value of the options is amortized as an expense over the options' vesting period. See also Note 14 with respect to acceleration of vesting and extension of exercise periods associated with subsequent recapitalization.

        The Company recognized no compensation expense in the financial statements for the three months ended February 29, 2004 and March 2, 2003 as all options were granted at or above the fair market value of the stock at the date of grant.

		Three months ended
		February 29, 2004		March 2, 2003
		(In thousands, except per share data)
Net income, as reported		$	11,261	$	9,093
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of tax			40		145
Pro forma net income		$	11,221	$	8,948
Earnings per share:
	Basic—as reported	$	0.36	$	0.29
	Basic—pro forma		0.36		0.29
	Diluted—as reported		0.36		0.29
	Diluted—pro forma		0.36		0.29

Note 14:    Subsequent Events

Merger and Recapitalization

        On April 6, 2004 the Company completed a merger with affiliates of Kohlberg Kravis Roberts & Co., L.P. ("KKR") whereby KKR acquired approximately 92% of the Company's capital stock. Certain of the Company's current stockholders, including affiliates of Bain Capital, LLC and others (the "Rollover Stockholders"), retained approximately an 8% interest in the Company's stock. In connection with the merger, the Company recapitalized substantially all of its outstanding debt. The following table summarizes the estimated sources and uses of cash in connection with the recapitalization as if all

F-53

amounts were funded as of the date of the recapitalization, although certain amounts presented there in have yet to be funded or disbursed:

Sources:					Uses:
(in millions)
Existing cash			$	113.5	Purchase outstanding equity	$	740.5
Settlement of MFI Note				13.6	Repayment of existing debt and accrued interest		751.1
New senior credit facilities:
	Revolving credit facility			15.0	Redemption of existing stock options		20.8
	Term loan facility			560.0	Estimated fees, expenses and other transaction costs		115.8
Senior unsecured term loan				100.0
Senior subordinated notes				390.0
Equity contribution				436.1
		Total sources	$	1,628.2	Total uses	$	1,628.2

        The Company's capital stock outstanding immediately prior to the merger, except with respect to those shares to be retained by the Rollover Stockholders, was cancelled and exchanged for aggregate cash consideration of approximately $740.5 million. The Company issued new Class A common stock to KKR and the Rollover Stockholders retained their Class A Common Stock in proportion to their respective ownership interests. All outstanding amounts under the existing Senior Credit Agreement have been repaid. On April 6, 2004, the Company closed tender offers with respect to the outstanding $300 million aggregate principal amount of the Senior Subordinated Notes and the outstanding $128 million aggregate principal amount of Senior Subordinated Discount Notes for cash in amounts equal to 103.542% and 103.875% of the principal amounts, respectively. Approximately 91% and 99% of the Senior Subordinated Notes and Senior Subordinated Discount Notes were tendered, respectively, with the remaining amount expected to be called and paid by the Company by May 6, 2004 for approximately $31.2 million including approximately $1.1 million of accrued interest and prepayment premiums of approximately $1.0 million. The Company also repaid the $50 million outstanding balance of its existing Junior Subordinated Notes.

        The Company entered into new senior credit facilities consisting of a $125 million senior secured revolving credit facility with a six-year maturity and a $560 million senior secured term loan facility with an eight-year maturity. Annual maturities will be 1% of the original principal amount for the first seven years, with the balance of the facility to be repaid at final maturity. The Company will also be required to prepay the term loans to the extent of 50% of excess cash flow (as defined in the credit agreement). The senior credit facilities bear interest at a floating rate. While no funds were drawn on the revolving credit facitlity as of the merger date, the Company anticipates that up to $15.0 million may be drawn as remaining unpaid costs of the transaction are funded. The Company also borrowed $100 million under a senior unsecured term loan. This loan will be due in nine years and bears interest at a floating rate. There are required prepayment provisions in the event of a change in control or to the extent of certain excess proceeds from any asset sales. The Company also issued $390 million aggregate principal amount of new senior subordinated notes due June 15, 2014. The notes bear interest at 8.25% payable semi-annually on June 15 and December 15. While debt issuance costs have not been finalized, the Company expects to incur approximately $53.9 million of costs associated with establishing the new senior credit facilities and the senior unsecured term loan and the issuance of the new senior

F-54

subordinated notes. Such costs are included in the above total amount for estimated fees, expenses and other costs and will be amortized as interest expense over the term of the respective debt. As a result of the new capital structure, the Company's pro forma estimated annual interest cost is $70.6 million (including $5.4 million of amortization of deferred debt costs) as compared with historical interest cost of $68.5 million for the most recent fiscal year ended November 30, 2003, and pro forma quarterly interest cost is estimated to be $17.4 million as compared with historical interest expense of $16.9 million for the three months ended February 29, 2004.

        All stock options outstanding immediately prior to the merger, whether or not vested, to purchase the Company's common stock, other than certain options held by members of management that those members elect to rollover (the "Rollover Options") have been cancelled and converted into a right to receive cash consideration upon the completion of the merger. Accordingly, the Company will pay approximately $20.8 million to settle the options which were not rolled over and will result in a charge to compensation expense in the statement of operations for the second quarter of 2004. The Rollover Options, which had intrinsic value of approximately $24.6 million upon the completion of the merger, will have an expiration date which is extended beyond that of the previously existing options, resulting in a new measurement date and also requiring a non-cash charge to compensation expense in the statement of operations for the second quarter of 2004.

        The Company incurred approximately $61.9 million of other cash costs primarily associated with debt breakage costs, merger advisory fees, management retention bonuses and other costs which are included in the above amount for estimated fees, expenses and other costs. The Company also incurred other non-cash charges of approximately $11.8 million primarily related to the write-off of previous debt issuance costs.

Plant Closing

        On March 10, 2004 the Company announced its decision to close its manufacturing facility at Randolph, Massachusetts by May 1, 2004. Accordingly, the Company expects to incur restructuring charges of approximately $0.6 million during the second fiscal quarter of 2004, primarily associated with severance and retention costs. The Company will also incur additional period costs in the second quarter as the business is shifted to the new Albany facility.

Note 15:    Guarantor/Non-Guarantor Financial Information

        With respect to the Senior Subordinated and Senior Subordinated Discount Notes (the "Notes") of Sealy Mattress Company (the "Issuer") existing at February 29, 2004, the Parent and each of the Guarantor Subsidiaries has fully and unconditionally guaranteed, on a joint and several basis, the obligation to pay principal and interest. Substantially all of the Issuer's operating income and cash flow is generated by its subsidiaries. As a result, funds necessary to meet the Issuer's debt service obligations are provided in part by distributions or advances from its subsidiaries. Under certain circumstances, contractual and legal restrictions, as well as the financial condition and operating requirements of the Issuer's subsidiaries, could limit the Issuer's ability to obtain cash from its subsidiaries for the purpose of meeting its debt service obligations, including the payment of principal and interest on the Notes. Although holders of the Notes will be direct creditors of the Issuer's principal direct subsidiaries by virtue of the guarantees, the Issuer has subsidiaries ("Non-Guarantor Subsidiaries") that are not included among the Guarantor Subsidiaries, and such subsidiaries will not be obligated with respect to the Notes. As a result, the claims of creditors of the Non-Guarantor Subsidiaries will effectively have

F-55

priority with respect to the assets and earnings of such companies over the claims of creditors of the Issuer, including the holders of the Notes.

        The following supplemental consolidating condensed financial statements present:

1.

Consolidating condensed balance sheet as of February 29, 2004, consolidating condensed statement of operations and cash flows for the three-month periods ended February 29, 2004 and March 2, 2003.

2.

Sealy Corporation (the "Parent" and a "guarantor"), Sealy Mattress Company (the "Issuer"), combined Guarantor Subsidiaries and combined Non-Guarantor Subsidiaries with their investments in subsidiaries accounted for using the equity method, presented in accordance with guarantees in effect at February 29, 2004. While similar guarantees will exist with respect to new senior credit facilities, senior unsecured term loan and senior subordinated notes (see Note 14—Subsequent Events—Merger and Recapitalization), the accompanying guarantor/non-guarantor presentation does not reflect any changes which will result from the new guarantee structure.

3.

Elimination entries necessary to consolidate the Parent and all of its subsidiaries.

        Separate financial statements of each of the Guarantor Subsidiaries are not presented because management believes that these financial statements would not be material to investors.

F-56

SEALY CORPORATION
Supplemental Consolidating Condensed Balance Sheet
February 29, 2004
(in thousands)

	Sealy Corporation			Sealy Mattress Company			Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current assets:
Cash and cash equivalents	$	—		$	31		$	65,819		$	11,991		$	—		$	77,841
Accounts receivable—Non-Affiliates, net		16			62			123,818			57,234			—			181,130
Accounts receivable—Affiliates, net		—			—			1,967			—			—			1,967
Inventories		—			1,314			32,774			16,029			—			50,117
Prepaids and deferred taxes		(63	)		6,183			30,479			5,343			—			41,942
		(47	)		7,590			254,857			90,597			—			352,997
Property, plant and equipment, at cost		—			6,342			236,439			63,151			—			305,932
Less: accumulated depreciation		—			3,278			116,519			14,521			—			134,318
		—			3,064			119,920			48,630			—			171,614
Other assets:
Goodwill, net		—			14,816			314,698			53,371			—			382,885
Other intangibles, net		—			—			4,343			780			—			5,123
Net investment in and advances to (from) subsidiaries and affiliates		(4,686	)		628,280			(345,020	)		(91,874	)		(186,700	)		—
Long-term notes receivable		—			—			—			13,573			—			13,573
Debt issuance costs, net and other assets		96			17,402			10,850			2,318			—			30,666
		(4,590	)		660,498			(15,129	)		(21,832	)		(186,700	)		432,247
Total assets	$	(4,637	)	$	671,152		$	359,648		$	117,395		$	(186,700	)	$	956,858
Liabilities and Stockholders' (Deficit) Equity
Current liabilities:
Current portion of long-term obligations	$	—		$	64,553		$	—		$	6,576		$	—		$	71,129
Accounts payable		—			204			54,499			35,944			—			90,647
Accrued incentives and advertising		—			1,379			28,529			3,654			—			33,562
Accrued compensation		—			—			12,871			4,608			—			17,479
Accrued interest		819			521			10,853			41			—			12,234
Other accrued expenses		31			7,351			31,880			5,403			—			44,665
		850			74,008			138,632			56,226			—			269,716
Long-term obligations, net		49,989			625,244			44			1,528			—			676,805
Other noncurrent liabilities		6,904			6,278			29,395			6,664			—			49,241
Deferred income taxes		(530	)		(947	)		19,968			4,455			—			22,946
Stockholders' (deficit) equity		(61,850	)		(33,431	)		171,609			48,522			(186,700	)		(61,850	)
Total liabilities and stockholders' (deficit) equity	$	(4,637	)	$	671,152		$	359,648		$	117,395		$	(186,700	)	$	956,858

F-57

SEALY CORPORATION

Supplemental Consolidating Condensed Statements of Operations
Three Months Ended February 29, 2004
(in thousands)

		Sealy Corporation			Sealy Mattress Company			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations			Consolidated
Net sales—Non-Affiliates		$	—		$	10,699		$	244,348		$	61,480		$	(3,918	)	$	312,609
Net sales—Affiliates			—			—			5,589			—			—			5,589
	Total net sales		—			10,699			249,937			61,480			(3,918	)		318,198
Costs and expenses:
	Cost of goods sold— Non-Affiliates		—			6,997			138,776			38,538			(3,918	)		180,393
Cost of goods sold—Affiliates			—			—			3,208			—			—			3,208
	Total cost of goods sold		—			6,997			141,984			38,538			(3,918	)		183,601
Gross Profit			—			3,702			107,953			22,942			—			134,597
	Selling, general and administrative		21			3,233			80,833			17,539			—			101,626
	Amortization of intangibles		—			—			72			222			—			294
	Royalty income, net of royalty expense		—			—			(3,651	)		267			—			(3,384	)
Income from operations			(21	)		469			30,699			4,914			—			36,061
	Interest expense		1,309			15,340			2			293			—			16,944
	Other (income) expense		—			—			(187	)		(247	)		—			(434	)
	Loss (income) from equity investees		(11,261	)		(11,241	)		—			—			22,502			—
	Loss (income) from nonguarantor equity investees		—			(216	)		(2,206	)		—			2,422			—
	Capital charge and intercompany interest allocation		(1,330	)		(14,530	)		15,198			662			—			—
Income (loss) before income taxes			11,261			11,116			17,892			4,206			(24,924	)		19,551
Income tax expense (benefit)			—			(145	)		6,651			1,784			—			8,290
Net income (loss)		$	11,261		$	11,261		$	11,241		$	2,422		$	(24,924	)	$	11,261

F-58

SEALY CORPORATION
Supplemental Consolidating Condensed Statements of Operations
Three Months Ended March 2, 2003
(in thousands)

			Sealy Corporation			Sealy Mattress Company			Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations			Consolidated
Net sales—Non-Affiliates			$	—		$	14,049		$	217,003		$	50,339		$	(3,988	)	$	277,403
Net sales—Affiliates				—			—			8,148			2,760			—			10,908
	Total net sales			—			14,049			225,151			53,099			(3,988	)		288,311
Costs and expenses:
	Cost of goods sold—Non-Affiliates			—			9,752			122,367			31,334			(3,988	)		159,465
	Cost of goods sold—Affiliates			—			—			4,082			1,808			—			5,890
		Total cost of goods sold		—			9,752			126,449			33,142			(3,988	)		165,355
Gross Profit				—			4,297			98,702			19,957			—			122,956
	Selling, general and administrative			38			4,229			71,607			16,783			—			92,657
	Stock based compensation			540			—			—			—			—			540
	Amortization of intangibles			—			—			72			188			—			260
	Royalty income, net of royalty expense			—			—			(2,934	)		221			—			(2,713	)
Income from operations				(578	)		68			29,957			2,765			—			32,212
	Interest expense			1,411			15,336			20			310			—			17,077
	Other (income) expense			(1	)		—			(111	)		(184	)		—			(296	)
	Loss (income) from equity investees			(9,411	)		(12,536	)		—			—			21,947			—
	Loss (income) from nonguarantor equity investees			—			2,683			(3,675	)		—			992			—
	Capital charge and intercompany interest allocation			(1,449	)		(14,519	)		15,012			956			—			—
Income (loss) before income taxes				8,872			9,104			18,711			1,683			(22,939	)		15,431
Income tax expense (benefit)				(221	)		(307	)		6,175			691			—			6,338
Net income (loss).			$	9,093		$	9,411		$	12,536		$	992		$	(22,939	)	$	9,093

F-59

SEALY CORPORATION
Supplemental Consolidating Condensed Statements of Cash Flows
Three Months Ended February 29, 2004
(in thousands)

		Sealy Corporation			Sealy Mattress Company			Combined Guarantor Subsidiaries			Combined Non-Guarantor Subsidiaries			Eliminations		Consolidated
Net cash provided by (used in) operating activities		$	—		$	452		$	(19,834	)	$	839		$	—	$	(18,543	)
Cash flows from investing activities:
	Purchase of property, plant and equipment, net		—			(76	)		(5,097	)		(170	)		—		(5,343	)
	Net activity in investment in and advances to (from) subsidiaries and affiliates		194			(343	)		(235	)		384			—		—
	Net cash provided by (used in) investing activities		194			(419	)		(5,332	)		214			—		(5,343	)
Cash flows from financing activities:
Treasury stock repurchase			(508	)		—			—			—			—		(508	)
Proceeds from long-term obligations, net			—			—			—			854			—		854
Equity issuances			314			—			—			—			—		314
Debt issuance costs			—			(33	)		—			—			—		(33	)
Net cash provided by (used in) financing activities			(194	)		(33	)		—			854			—		627
Change in cash and cash equivalents			—			—			(25,166	)		1,907			—		(23,259	)
Cash and cash equivalents:
	Beginning of period		—			31			90,985			10,084			—		101,100
	End of period	$	—		$	31		$	65,819		$	11,991		$	—	$	77,841

F-60

SEALY CORPORATION
Supplemental Consolidating Condensed Statements of Cash Flows
Three Months Ended March 2, 2003
(in thousands)

		Sealy Corporation			Sealy Mattress Company			Combined Guarantor Subsidiaries			Combined Non- Guarantor Subsidiaries			Eliminations		Consolidated
Net cash provided by (used in) operating activities		$	—		$	(1,986	)	$	(12,163	)	$	(1,563	)	$	—	$	(15,712	)
Cash flows from investing activities:
	Purchase of property, plant and equipment, net		—			(45	)		(2,132	)		(139	)		—		(2,316	)
	Net activity in investment in and advances to (from) subsidiaries and affiliates		(87	)		3,195			3,567			(6,675	)		—		—
	Net cash provided by (used in) investing activities		(87	)		3,150			1,435			(6,814	)		—		(2,316	)
Cash flows from financing activities:
Proceeds from (payments on) long-term obligations, net			—			—			13			6,899			—		6,912
Equity issuances			87			—			—			—			—		87
Debt issuance costs			—			(1,161	)		—			—			—		(1,161	)
Net cash provided by (used in) financing activities			87			(1,161	)		13			6,899			—		5,838
Change in cash and cash equivalents			—			3			(10,715	)		(1,478	)		—		(12,190	)
Cash and cash equivalents:
	Beginning of period		—			28			21,881			5,534			—		27,443
	End of period	$	—		$	31		$	11,166		$	4,056		$	—	$	15,253

F-61

Schedule 12-09—Consolidated Valuation and Qualifying Accounts

											Three Months Ended
		Fiscal Year
Description											March 2, 2003			February 29, 2004
		2001			2002			2003
Allowance for doubtful accounts
	Balance Beginning of Period	$	11,765		$	20,481		$	24,777		$	24,777		$	17,596
	Charged to Costs and Expenses		18,578			31,252			5,047			285			988
	Charged to Other Accounts—Describe		—			—			—			—			—
	Deductions—Describe		9,862	(1)		26,956	(1)		12,228	(1)		—			2,526	(1)
	Balance at End of Period	$	20,481		$	24,777		$	17,596		$	25,062		$	16,058
Reserve for discounts and returns
	Balance Beginning of Period	$	1,695		$	1,612		$	1,566		$	1,566		$	5,433
	Charged to Costs and Expenses		22,720			21,963			29,465			5,180			6,647
	Charged to Other Accounts—Describe		—			—			—						—
	Deductions—Describe		22,803	(2)		22,009	(2)		25,598	(2)		5,176	(2)		6,169	(2)
	Balance at End of Period	$	1,612		$	1,566		$	5,433		$	1,570		$	5,911
Reserve for inventory obsolescence
	Balance Beginning of Period	$	2,313		$	1,983		$	1,594		$	1,594		$	2,163
	Charged to Costs and Expenses		(330	)		(389	)		569			—			22
	Charged to Other Accounts—Describe		—			—			—			—			—
	Deductions—Describe		—			—			—			—			—
	Balance at End of Period	$	1,983		$	1,594		$	2,163		$	1,594		$	2,185
Deferred tax asset valuation
	Balance Beginning of Period	$	—		$	12,002		$	6,744		$	6,744		$	10,566
	Charged to Costs and Expenses		12,002			—			3,822			—			—
	Charged to Other Accounts—Describe		—			—			—			—			—
	Deduction—Describe		—			5,258	(3)		—			—			—
	Balance at End of Period	$	12,002		$	6,744		$	10,566		$	6,744		$	10,566

(1)

Uncollectible accounts written off, net of recoveries

(2)

Cash discounts taken and accommodation returns

(3)

Sale of Malachi Mattress America, adjustment of NOL carryforwards

F-62

        OFFER TO EXCHANGE ALL OUTSTANDING 8.25% SENIOR SUBORDINATED NOTES DUE 2014 FOR 8.25% SENIOR SUBORDINATED EXCHANGE NOTES DUE 2014, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933

PROSPECTUS

        UNTIL                         , 2005 ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.

            , 2004

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.    Indemnification of Directors and Officers.

        Sealy Mattress Company is a corporation organized under the laws of the State of Ohio.

        The Company's Bylaws provides for the indemnification of directors and officers of the Company to the fullest extent permitted by the General Corporation Law of the State of Ohio, as it currently exists or may hereafter be amended.

        The Company is incorporated under the laws of the State of Ohio. Section 1701.13 of the General Corporation Law of the State of Ohio, inter alia, ("Section 1701.13") provides that an Ohio corporation may indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of the fact he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise. The indemnity may include expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if he had no reasonable cause to believe that his conduct was unlawful. An Ohio corporation may indemnify or agree to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee, member, manager, or agent of another corporation, domestic or foreign, nonprofit or for profit, a limited liability company, or a partnership, joint venture, trust, or other enterprise. The indemnity may include expenses, including attorneys' fees, actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification is permitted (i) without judicial approval if the person is adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation or (ii) with respect to any action or suit in which the only liability asserted against a director is pursuant to unlawful loans, dividends, or distribution of assets (Section 1701.95). Where an officer, director, employee or agent is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses, including attorney's fees, which such officer or director has actually and reasonably incurred.

        Section 1701.13 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, trustee, officer, employee or agent of another corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, arising out of his status as such, whether or not the corporation would have the power to indemnify him under Section 1701.13.

        The Company maintains and has in effect insurance policies covering all of the Company's directors and officers against some liabilities for actions taken in such capacities, including liabilities under the Securities Act of 1933.

II-1

Item 21.    Exhibits and Financial Statements Schedules.

        (a)    Exhibits.

See Exhibit Index.

        (b)    Financial Statement Schedules.

        Schedule 12-09—Consolidated Valuation and Qualifying Accounts. Included on page F-62 of the prospectus which forms a part of this registration statement.

Item 22.    Undertakings.

        The undersigned registrant hereby undertakes:

        (a)    To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement; (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

        (b)    That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed to be the initial bona fide offering thereof; and

        (c)    To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

        Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Securities Act") may be permitted to directors, officers and controlling persons of the registrant pursuant to the foreign provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

        The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

        The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-2

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Sealy Mattress Company has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Trinity, North Carolina on July 1, 2004.

SEALY MATTRESS COMPANY
By:	/s/  DAVID J. MCILQUHAM David J. McIlquham Chief Executive Officer

POWER OF ATTORNEY

        We, the undersigned directors and officers of Sealy Mattress Company, do hereby constitute and appoint Kenneth L. Walker our true and lawful attorney and agent, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney and agent may deem necessary or advisable to enable said registrant to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto and we do hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on July 1, 2004.

Signatures	Capacity
/s/  DAVID J. MCILQUHAM David J. McIlquham	Chief Executive Officer and Director
/s/  JAMES B. HIRSHORN James B. Hirshorn	Chief Financial Officer and Director
/s/  STEVEN BARNES Steven Barnes	Director
/s/  SIMON E. BROWN Simon E. Brown	Director
/s/  BRIAN F. CARROLL Brian F. Carroll	Director

II-3

/s/  JAMES W. JOHNSTON James W. Johnston	Director
/s/  DEAN B. NELSON Dean B. Nelson	Director
/s/  SCOTT M. STUART Scott M. Stuart	Director

II-4

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Sealy Mattress Corporation has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Trinity, North Carolina on July 1, 2004.

SEALY MATTRESS CORPORATION
By:	/s/  DAVID J. MCILQUHAM David J. McIlquham President and Chief Executive Officer

POWER OF ATTORNEY

        We, the undersigned directors and officers of Sealy Mattress Corporation, do hereby constitute and appoint Kenneth L. Walker our true and lawful attorney and agent, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney and agent may deem necessary or advisable to enable said registrant to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto and we do hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on July 1, 2004.

Signatures	Capacity
/s/  DAVID J. MCILQUHAM David J. McIlquham	President and Chief Executive Officer, Director
/s/  JAMES B. HIRSHORN James B. Hirshorn	Vice President, Finance and Director
/s/  KENNETH L. WALKER Kenneth L. Walker	Vice President, General Counsel, Secretary and Director

II-5

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Ohio-Sealy Mattress Manufacturing Company, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Trinity, North Carolina on July 1, 2004.

OHIO-SEALY MATTRESS MANUFACTURING CO., INC.
By:	/s/  KENNETH L. WALKER Kenneth L. Walker Vice President, General Counsel, Secretary and Director

POWER OF ATTORNEY

        We, the undersigned directors and officers of Ohio-Sealy Mattress Manufacturing Co., Inc., do hereby constitute and appoint Kenneth L. Walker our true and lawful attorney and agent, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney and agent may deem necessary or advisable to enable said registrant to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto and we do hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on July 1, 2004.

Signatures	Capacity
/s/  DAVID J. MCILQUHAM David J. McIlquham	President and Chief Executive Officer, Director
/s/  JAMES B. HIRSHORN James B. Hirshorn	Vice President, Finance and Director
/s/  KENNETH L. WALKER Kenneth L. Walker	Vice President, General Counsel, Secretary and Director

II-6

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Ohio-Sealy Mattress Manufacturing Co. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Trinity, North Carolina on July 1, 2004.

OHIO-SEALY MATTRESS MANUFACTURING CO.
By:	/s/  KENNETH L. WALKER Kenneth L. Walker Vice President, General Counsel, Secretary and Director

POWER OF ATTORNEY

        We, the undersigned directors and officers of Ohio-Sealy Mattress Manufacturing Co., do hereby constitute and appoint Kenneth L. Walker our true and lawful attorney and agent, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney and agent may deem necessary or advisable to enable said registrant to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto and we do hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on July 1, 2004.

Signatures	Capacity
/s/  DAVID J. MCILQUHAM David J. McIlquham	President and Chief Executive Officer, Director
/s/  JAMES B. HIRSHORN James B. Hirshorn	Vice President, Finance and Director
/s/  KENNETH L. WALKER Kenneth L. Walker	Vice President, General Counsel, Secretary and Director

II-7

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Sealy Mattress Company of Puerto Rico has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Trinity, North Carolina on July 1, 2004.

SEALY MATTRESS COMPANY OF PUERTO RICO
By:	/s/  KENNETH L. WALKER Kenneth L. Walker Vice President, General Counsel, Secretary and Director

POWER OF ATTORNEY

        We, the undersigned directors and officers of Sealy Mattress Company of Puerto Rico, do hereby constitute and appoint Kenneth L. Walker our true and lawful attorney and agent, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney and agent may deem necessary or advisable to enable said registrant to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto and we do hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on July 1, 2004.

Signatures	Capacity
/s/  DAVID J. MCILQUHAM David J. McIlquham	President and Chief Executive Officer, Director
/s/  JAMES B. HIRSHORN James B. Hirshorn	Vice President, Finance and Director
/s/  KENNETH L. WALKER Kenneth L. Walker	Vice President, General Counsel, Secretary and Director

II-8

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Sealy Mattress Company of Michigan, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Trinity, North Carolina on July 1, 2004.

SEALY MATTRESS COMPANY OF MICHIGAN, INC.
By:	/s/  KENNETH L. WALKER Kenneth L. Walker Vice President, General Counsel, Secretary and Director

POWER OF ATTORNEY

        We, the undersigned directors and officers of Sealy Mattress Company of Michigan, Inc., do hereby constitute and appoint Kenneth L. Walker our true and lawful attorney and agent, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney and agent may deem necessary or advisable to enable said registrant to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto and we do hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on July 1, 2004.

Signatures	Capacity
/s/  DAVID J. MCILQUHAM David J. McIlquham	President and Chief Executive Officer, Director
/s/  JAMES B. HIRSHORN James B. Hirshorn	Vice President, Finance and Director
/s/  KENNETH L. WALKER Kenneth L. Walker	Vice President, General Counsel, Secretary and Director

II-9

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Sealy Mattress Company of Kansas City, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Trinity, North Carolina on July 1, 2004.

SEALY MATTRESS COMPANY OF KANSAS CITY, INC.
By:	/s/  KENNETH L. WALKER Kenneth L. Walker Vice President, General Counsel, Secretary and Director

POWER OF ATTORNEY

        We, the undersigned directors and officers of Sealy Mattress Company of Kansas City, Inc., do hereby constitute and appoint Kenneth L. Walker our true and lawful attorney and agent, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney and agent may deem necessary or advisable to enable said registrant to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto and we do hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on July 1, 2004.

Signatures	Capacity
/s/  DAVID J. MCILQUHAM David J. McIlquham	President and Chief Executive Officer, Director
/s/  JAMES B. HIRSHORN James B. Hirshorn	Vice President, Finance and Director
/s/  KENNETH L. WALKER Kenneth L. Walker	Vice President, General Counsel, Secretary and Director

II-10

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Sealy of Maryland and Virginia, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Trinity, North Carolina on July 1, 2004.

SEALY OF MARYLAND AND VIRGINIA, INC.
By:	/s/  DAVID J. MCILQUHAM David J. McIlquham Vice President, General Counsel, Secretary and Director

POWER OF ATTORNEY

        We, the undersigned directors and officers of Sealy of Maryland and Virginia, Inc., do hereby constitute and appoint Kenneth L. Walker our true and lawful attorney and agent, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney and agent may deem necessary or advisable to enable said registrant to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto and we do hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on July 1, 2004.

Signatures	Capacity
/s/  DAVID J. MCILQUHAM David J. McIlquham	President and Chief Executive Officer, Director
/s/  JAMES B. HIRSHORN James B. Hirshorn	Vice President, Finance and Director
/s/  KENNETH L. WALKER Kenneth L. Walker	Vice President, General Counsel, Secretary and Director

II-11

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Sealy Mattress Company of Illinois has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Trinity, North Carolina on July 1, 2004.

SEALY MATTRESS COMPANY OF ILLINOIS
By:	/s/  KENNETH L. WALKER Kenneth L. Walker Vice President, General Counsel, Secretary and Director

POWER OF ATTORNEY

        We, the undersigned directors and officers of Sealy Mattress Company of Illinois, do hereby constitute and appoint Kenneth L. Walker our true and lawful attorney and agent, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney and agent may deem necessary or advisable to enable said registrant to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto and we do hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on July 1, 2004.

Signatures	Capacity
/s/  DAVID J. MCILQUHAM David J. McIlquham	President and Chief Executive Officer, Director
/s/  JAMES B. HIRSHORN James B. Hirshorn	Vice President, Finance and Director
/s/  KENNETH L. WALKER Kenneth L. Walker	Vice President, General Counsel, Secretary and Director

II-12

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, A. Brandwein & Co. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Trinity, North Carolina on July 1, 2004.

A. BRANDWEIN & CO.
By:	/s/  KENNETH L. WALKER Kenneth L. Walker Vice President, General Counsel, Secretary and Director

POWER OF ATTORNEY

        We, the undersigned directors and officers of A. Brandwein & Co., do hereby constitute and appoint Kenneth L. Walker our true and lawful attorney and agent, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney and agent may deem necessary or advisable to enable said registrant to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto and we do hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on July 1, 2004.

Signatures	Capacity
/s/  DAVID J. MCILQUHAM David J. McIlquham	President and Chief Executive Officer, Director
/s/  JAMES B. HIRSHORN James B. Hirshorn	Vice President, Finance and Director
/s/  KENNETH L. WALKER Kenneth L. Walker	Vice President, General Counsel, Secretary and Director

II-13

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Sealy Mattress Company of Albany, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Trinity, North Carolina on July 1, 2004.

SEALY MATTRESS COMPANY OF ALBANY, INC.
By:	/s/  DAVID J. MCILQUHAM David J. McIlquham Vice President, General Counsel, Secretary and Director

POWER OF ATTORNEY

        We, the undersigned directors and officers of Sealy Mattress Company of Albany, Inc., do hereby constitute and appoint Kenneth L. Walker our true and lawful attorney and agent, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney and agent may deem necessary or advisable to enable said registrant to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto and we do hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on July 1, 2004.

Signatures	Capacity
/s/  DAVID J. MCILQUHAM David J. McIlquham	President and Chief Executive Officer, Director
/s/  JAMES B. HIRSHORN James B. Hirshorn	Vice President, Finance and Director
/s/  KENNETH L. WALKER Kenneth L. Walker	Vice President, General Counsel, Secretary and Director

II-14

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Sealy of Minnesota, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Trinity, North Carolina on July 1, 2004.

SEALY OF MINNESOTA, INC.
By:	/s/  KENNETH L. WALKER Kenneth L. Walker Vice President, General Counsel, Secretary and Director

POWER OF ATTORNEY

        We, the undersigned directors and officers of Sealy of Minnesota, Inc., do hereby constitute and appoint Kenneth L. Walker our true and lawful attorney and agent, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney and agent may deem necessary or advisable to enable said registrant to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto and we do hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on July 1, 2004.

Signatures	Capacity
/s/  DAVID J. MCILQUHAM David J. McIlquham	President and Chief Executive Officer, Director
/s/  JAMES B. HIRSHORN James B. Hirshorn	Vice President, Finance and Director
/s/  KENNETH L. WALKER Kenneth L. Walker	Vice President, General Counsel, Secretary and Director

II-15

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Sealy Mattress Company of Memphis has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Trinity, North Carolina on July 1, 2004.

SEALY MATTRESS COMPANY OF MEMPHIS
By:	/s/  KENNETH L. WALKER Kenneth L. Walker Vice President, General Counsel, Secretary and Director

POWER OF ATTORNEY

        We, the undersigned directors and officers of Sealy Mattress Company of Memphis, do hereby constitute and appoint Kenneth L. Walker our true and lawful attorney and agent, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney and agent may deem necessary or advisable to enable said registrant to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto and we do hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on July 1, 2004.

Signatures	Capacity
/s/  DAVID J. MCILQUHAM David J. McIlquham	President and Chief Executive Officer, Director
/s/  JAMES B. HIRSHORN James B. Hirshorn	Vice President, Finance and Director
/s/  KENNETH L. WALKER Kenneth L. Walker	Vice President, General Counsel, Secretary and Director

II-16

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, North American Bedding Company has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Trinity, North Carolina on July 1, 2004.

NORTH AMERICAN BEDDING COMPANY
By:	/s/  DAVID J. MCILQUHAM David J. McIlquham Vice President, General Counsel, Secretary and Director

POWER OF ATTORNEY

        We, the undersigned directors and officers of North American Bedding Company, do hereby constitute and appoint Kenneth L. Walker our true and lawful attorney and agent, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney and agent may deem necessary or advisable to enable said registrant to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto and we do hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on July 1, 2004.

Signatures	Capacity
/s/  DAVID J. MCILQUHAM David J. McIlquham	President and Chief Executive Officer, Director
/s/  JAMES B. HIRSHORN James B. Hirshorn	Vice President, Finance and Director
/s/  KENNETH L. WALKER Kenneth L. Walker	Vice President, General Counsel, Secretary and Director

II-17

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Sealy, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Trinity, North Carolina on July 1, 2004.

SEALY, INC.
By:	/s/  KENNETH L. WALKER Kenneth L. Walker Vice President, General Counsel, Secretary and Director

POWER OF ATTORNEY

        We, the undersigned directors and officers of Sealy, Inc., do hereby constitute and appoint Kenneth L. Walker our true and lawful attorney and agent, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney and agent may deem necessary or advisable to enable said registrant to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto and we do hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on July 1, 2004.

Signatures	Capacity
/s/  DAVID J. MCILQUHAM David J. McIlquham	President and Chief Executive Officer, Director
/s/  JAMES B. HIRSHORN James B. Hirshorn	Vice President, Finance and Director
/s/  KENNETH L. WALKER Kenneth L. Walker	Vice President, General Counsel, Secretary and Director

II-18

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, The Ohio Mattress Company Licensing and Components Group has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Trinity, North Carolina on July 1, 2004.

THE OHIO MATTRESS COMPANY LICENSING AND COMPONENTS GROUP
By:	/s/  KENNETH L. WALKER Kenneth L. Walker Vice President, General Counsel, Secretary and Director

POWER OF ATTORNEY

        We, the undersigned directors and officers of The Ohio Mattress Company Licensing and Components Group, do hereby constitute and appoint Kenneth L. Walker our true and lawful attorney and agent, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney and agent may deem necessary or advisable to enable said registrant to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto and we do hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on July 1, 2004.

Signatures	Capacity
/s/  DAVID J. MCILQUHAM David J. McIlquham	President and Chief Executive Officer, Director
/s/  JAMES B. HIRSHORN James B. Hirshorn	Vice President, Finance and Director
/s/  KENNETH L. WALKER Kenneth L. Walker	Vice President, General Counsel, Secretary and Director

II-19

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Sealy Mattress Manufacturing Company, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Trinity, North Carolina on July 1, 2004.

SEALY MATTRESS MANUFACTURING COMPANY, INC.
By:	/s/  KENNETH L. WALKER Kenneth L. Walker Vice President, General Counsel, Secretary and Director

POWER OF ATTORNEY

        We, the undersigned directors and officers of Sealy Mattress Manufacturing Company, Inc., do hereby constitute and appoint Kenneth L. Walker our true and lawful attorney and agent, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney and agent may deem necessary or advisable to enable said registrant to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto and we do hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on July 1, 2004.

Signatures	Capacity
/s/  DAVID J. MCILQUHAM David J. McIlquham	President and Chief Executive Officer, Director
/s/  JAMES B. HIRSHORN James B. Hirshorn	Vice President, Finance and Director
/s/  KENNETH L. WALKER Kenneth L. Walker	Vice President, General Counsel, Secretary and Director

II-20

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Sealy-Korea, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Trinity, North Carolina on July 1, 2004.

SEALY-KOREA, INC.
By:	/s/  KENNETH L. WALKER Kenneth L. Walker Vice President, General Counsel, Secretary and Director

POWER OF ATTORNEY

        We, the undersigned directors and officers of Sealy-Korea, Inc., do hereby constitute and appoint Kenneth L. Walker our true and lawful attorney and agent, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney and agent may deem necessary or advisable to enable said registrant to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto and we do hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on July 1, 2004.

Signatures	Capacity
/s/  DAVID J. MCILQUHAM David J. McIlquham	President and Chief Executive Officer, Director
/s/  JAMES B. HIRSHORN James B. Hirshorn	Vice President, Finance and Director
/s/  KENNETH L. WALKER Kenneth L. Walker	Vice President, General Counsel, Secretary and Director

II-21

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Sealy Technology LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Trinity, North Carolina on July 1, 2004.

SEALY TECHNOLOGY LLC
By:	The Ohio Mattress Company Licensing and Components Group
Its:	Sole Member
By:	/s/  KENNETH L. WALKER Kenneth L. Walker Vice President, General Counsel, Secretary and Director

POWER OF ATTORNEY

        We, the undersigned directors and officers of Sealy Technology LLC, do hereby constitute and appoint Kenneth L. Walker our true and lawful attorney and agent, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney and agent may deem necessary or advisable to enable said registrant to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto and we do hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on July 1, 2004.

Signatures	Capacity
/s/  KENNETH L. WALKER Kenneth L. Walker	Vice President, General Counsel and Secretary

II-22

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Sealy Real Estate, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Trinity, North Carolina on July 1, 2004.

SEALY REAL ESTATE, INC.
By:	/s/  KENNETH L. WALKER Kenneth L. Walker Vice President, General Counsel, Secretary and Director

POWER OF ATTORNEY

        We, the undersigned directors and officers of Sealy Real Estate, Inc., do hereby constitute and appoint Kenneth L. Walker our true and lawful attorney and agent, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney and agent may deem necessary or advisable to enable said registrant to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto and we do hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on July 1, 2004.

Signatures	Capacity
/s/  DAVID J. MCILQUHAM David J. McIlquham	President and Chief Executive Officer, Director
/s/  JAMES B. HIRSHORN James B. Hirshorn	Vice President, Finance and Director
/s/  KENNETH L. WALKER Kenneth L. Walker	Vice President, General Counsel, Secretary and Director

II-23

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Sealy Texas Management, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Trinity, North Carolina on July 1, 2004.

SEALY TEXAS MANAGEMENT, INC.
By:	/s/  KENNETH L. WALKER Kenneth L. Walker Vice President, General Counsel, Secretary and Director

POWER OF ATTORNEY

        We, the undersigned directors and officers of Sealy Texas Management, Inc., do hereby constitute and appoint Kenneth L. Walker our true and lawful attorney and agent, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney and agent may deem necessary or advisable to enable said registrant to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto and we do hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on July 1, 2004.

Signatures	Capacity
/s/  DAVID J. MCILQUHAM David J. McIlquham	President and Chief Executive Officer, Director
/s/  JAMES B. HIRSHORN James B. Hirshorn	Vice President, Finance and Director
/s/  KENNETH L. WALKER Kenneth L. Walker	Vice President, General Counsel, Secretary and Director

II-24

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Sealy Texas Holdings LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Trinity, North Carolina on July 1, 2004.

SEALY TEXAS HOLDINGS LLC
By:	Sealy Texas Management, Inc.
Its:	Sole Member
By:	/s/  KENNETH L. WALKER Kenneth L. Walker Vice President, General Counsel, Secretary

POWER OF ATTORNEY

        We, the undersigned directors and officers of Sealy Texas Holdings LLC, do hereby constitute and appoint Kenneth L. Walker our true and lawful attorney and agent, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney and agent may deem necessary or advisable to enable said registrant to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto and we do hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on July 1, 2004.

Signatures	Capacity
/s/  KENNETH L. WALKER Kenneth L. Walker	Vice President, General Counsel, Secretary and Director

II-25

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Sealy Texas L.P. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Trinity, North Carolina on July 1, 2004.

SEALY TEXAS L.P.
By:	Sealy Texas Management, Inc.
Its:	General Partner
By:	/s/  KENNETH L. WALKER Kenneth L. Walker Vice President, General Counsel, Secretary and Director

POWER OF ATTORNEY

        We, the undersigned directors and officers of Sealy Texas L.P., do hereby constitute and appoint Kenneth L. Walker our true and lawful attorney and agent, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney and agent may deem necessary or advisable to enable said registrant to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto and we do hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on July 1, 2004.

Signatures	Capacity
/s/  KENNETH L. WALKER Kenneth L. Walker	Vice President, General Counsel and Secretary

II-26

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Western Mattress Company has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Trinity, North Carolina on July 1, 2004.

WESTERN MATTRESS COMPANY
By:	/s/  KENNETH L. WALKER Kenneth L. Walker Vice President, General Counsel, Secretary and Director

POWER OF ATTORNEY

        We, the undersigned directors and officers of Western Mattress Company, do hereby constitute and appoint Kenneth L. Walker our true and lawful attorney and agent, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney and agent may deem necessary or advisable to enable said registrant to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto and we do hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on July 1, 2004.

Signatures	Capacity
/s/  DAVID J. MCILQUHAM David J. McIlquham	President and Chief Executive Officer, Director
/s/  JAMES B. HIRSHORN James B. Hirshorn	Vice President, Finance and Director
/s/  KENNETH L. WALKER Kenneth L. Walker	Vice President, General Counsel, Secretary and Director

II-27

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Mattress Holdings International LLC has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Trinity, North Carolina on July 1, 2004.

MATTRESS HOLDINGS INTERNATIONAL LLC
By:	Sealy, Inc.
Its:	Sole Member
By:	/s/  KENNETH L. WALKER Kenneth L. Walker Vice President, General Counsel, Secretary and Director

POWER OF ATTORNEY

        We, the undersigned directors and officers of Mattress Holdings International LLC, do hereby constitute and appoint Kenneth L. Walker our true and lawful attorney and agent, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney and agent may deem necessary or advisable to enable said registrant to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto and we do hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement and power of attorney have been signed by the following persons in the capacities indicated on July 1, 2004.

Signatures	Capacity
/s/  KENNETH L. WALKER Kenneth L. Walker	Vice President, General Counsel and Secretary

II-28

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Advanced Sleep Products has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Trinity, North Carolina on July 1, 2004.

ADVANCED SLEEP PRODUCTS
By:	/s/  KENNETH L. WALKER Vice President, General Counsel, Secretary and Director

POWER OF ATTORNEY

        We, the undersigned directors and officers of Advanced Sleep Products, do hereby constitute and appoint Kenneth L. Walker our true and lawful attorney and agent, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney and agent may deem necessary or advisable to enable said registrant to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto and we do hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on July 1, 2004.

Signatures	Capacity
/s/  DAVID J. MCILQUHAM David J. McIlquham	President and Chief Executive Officer, Director
/s/  JAMES B. HIRSHORN James B. Hirshorn	Vice President, Finance and Director
/s/  KENNETH L. WALKER Kenneth L. Walker	Vice President, General Counsel, Secretary and Director

II-29

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Sealy Components-Pads, Inc. has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Trinity, North Carolina on July 1, 2004.

SEALY COMPONENTS-PADS, INC.
By:	/s/  KENNETH L. WALKER Kenneth L. Walker Vice President, General Counsel, Secretary and Director

POWER OF ATTORNEY

        We, the undersigned directors and officers of Sealy Components-Pads, Inc., do hereby constitute and appoint Kenneth L. Walker our true and lawful attorney and agent, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney and agent may deem necessary or advisable to enable said registrant to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto and we do hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on July 1, 2004.

Signatures	Capacity
/s/  DAVID J. MCILQUHAM David J. McIlquham	President and Chief Executive Officer, Director
/s/  JAMES B. HIRSHORN James B. Hirshorn	Vice President, Finance and Director
/s/  KENNETH L. WALKER Kenneth L. Walker	Vice President, General Counsel, Secretary and Director

II-30

SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, Sealy Mattress Company of S.W. Virginia has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Trinity, North Carolina on July 1, 2004.

SEALY MATTRESS COMPANY OF S.W. VIRGINIA
By:	/s/  KENNETH L. WALKER Kenneth L. Walker Vice President, General Counsel, Secretary and Director

POWER OF ATTORNEY

        We, the undersigned directors and officers of Sealy Mattress Company of S.W. Virginia, do hereby constitute and appoint Kenneth L. Walker our true and lawful attorney and agent, to do any and all acts and things in our name and on our behalf in our capacities as directors and officers and to execute any and all instruments for us and in our names in the capacities indicated below, which said attorney and agent may deem necessary or advisable to enable said registrant to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with this Registration Statement, including specifically, but without limitation, power and authority to sign for us or any of us in our names in the capacities indicated below, any and all amendments (including post-effective amendments) hereto and we do hereby ratify and confirm all that said attorney and agent shall do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on July 1, 2004.

Signatures	Capacity
/s/  DAVID J. MCILQUHAM David J. McIlquham	President and Chief Executive Officer, Director
/s/  JAMES B. HIRSHORN James B. Hirshorn	Vice President, Finance and Director
/s/  KENNETH L. WALKER Kenneth L. Walker	Vice President, General Counsel, Secretary and Director

II-31

EXHIBIT INDEX

Exhibit Number	Exhibit Description
2.1	Agreement and Plan of Merger, dated as of March 3, 2004, by and between Sealy Corporation and Posturepedic Acquisition Corp. (incorporated herein by reference to Exhibit 2.1 to Sealy Corporation's Current Report on Form 8-K (File No. 1-8738) filed April 15, 2004)
2.2	First Amendment to Agreement and Plan of Merger, dated April 5, 2004 by and between Sealy Corporation and Sealy Acquisition Corp. (incorporated herein by reference to Exhibit 2.2 to Sealy Corporation's Current Report on Form 8-K (File No. 1-8738) filed April 15, 2004)
3.1	Amended and Restated Certificate of Incorporation of Sealy Mattress Company dated as of June 3, 1998 (incorporated herein by reference to Exhibit 3.1 to Sealy Mattress Company's Registration Statement on Form S-4 (File No. 333-48187) filed June 3, 1998)
3.2	By-Laws of Sealy Mattress Company (incorporated herein by reference to Exhibit 3.2 to Sealy Mattress Company's Registration Statement on Form S-4 (File No. 333-48187) filed June 3, 1998)
3.3	Certificate of Incorporation of Sealy Mattress Corporation, dated March 31, 2004
3.4	By-Laws of Sealy Mattress Corporation
3.5	Articles of Incorporation of Sealy Mattress Company of Puerto Rico
3.6	By-Laws of Sealy Mattress Company of Puerto Rico
3.7	Amended Articles of Organization of Ohio-Sealy Mattress Manufacturing Co., Inc.
3.8	By-Laws of Ohio-Sealy Mattress Manufacturing Co., Inc.
3.9	Amended Articles of Incorporation of Ohio-Sealy Mattress Manufacturing Co.
3.10	By-Laws of Ohio-Sealy Mattress Manufacturing Co.
3.11	Articles of Incorporation of Sealy Mattress Company of Michigan, Inc.
3.12	By-Laws of Sealy Mattress Company of Michigan, Inc.
3.13	Amended Articles of Association of Sealy Mattress Company of Kansas City, Inc.
3.14	By-Laws of Sealy Mattress Company of Kansas City, Inc.
3.15	Articles of Incorporation of Sealy of Maryland and Virginia, Inc.
3.16	By-Laws of Sealy of Maryland and Virginia, Inc.
3.17	Amended Articles of Incorporation of Sealy Mattress Company of Illinois
3.18	By-Laws of Sealy Mattress Company of Illinois
3.19	Articles of Incorporation of A. Brandwein & Co.
3.20	By-laws of A. Brandwein & Co.
3.21	Amended Certificate of Incorporation of Sealy Mattress Company of Albany, Inc.
3.22	By-Laws of Sealy Mattress Company of Albany, Inc.
3.23	Amended Articles of Incorporation of Sealy of Minnesota, Inc.
3.24	By-Laws of Sealy of Minnesota, Inc.

II-32

3.25	Amended Articles of Incorporation of Sealy Mattress Company of Memphis
3.26	By-Laws of Sealy Mattress Company of Memphis
3.27	Amended Articles of Incorporation of North American Bedding Company
3.28	By-Laws of North American Bedding Company
3.29	Amended Articles of Incorporation of Sealy, Inc.
3.30	Code of Regulations of Sealy, Inc.
3.31	Amended and Restated Certificate of Incorporation of The Ohio Mattress Company Licensing and Components Group
3.32	By-Laws of The Ohio Mattress Company Licensing and Components Group
3.33	Certificate of Incorporation of Sealy Mattress Manufacturing Company, Inc.
3.34	By-Laws of Sealy Mattress Manufacturing Company, Inc.
3.35	Certificate of Incorporation of Sealy-Korea, Inc.
3.36	By-Laws of Sealy-Korea, Inc.
3.37	Articles of Organization of Sealy Technology LLC
3.38	Operating Agreement of Sealy Technology LLC, dated April 1, 2003
3.39	Articles of Incorporation of Sealy Real Estate, Inc.
3.40	By-Laws of Sealy Real Estate, Inc.
3.41	Amended Articles of Incorporation of Sealy Texas Management, Inc.
3.42	By-Laws of Sealy Texas Management, Inc.
3.43	Articles of Organization of Sealy Texas Holdings LLC
3.44	Operating Agreement of Sealy Texas Holdings LLC, dated April 1, 2003
3.45	Certificate of Limited Partnership of Sealy Texas L.P.
3.46	Partnership Agreement of Sealy Texas L.P.
3.47	Amended Articles of Incorporation of Western Mattress Company
3.48	By-Laws of Western Mattress Company
3.49	Certificate of Formation of Mattress Holdings International, LLC
3.50	Amended and Restated Limited Liability Company Agreement of Mattress Holdings International, LLC, dated December 29, 1999
3.51	Amended Articles of Incorporation of Advanced Sleep Products
3.52	By-Laws of Advanced Sleep Products
3.53	Certificate of Incorporation of Sealy Components-Pads, Inc.
3.54	By-Laws of Sealy Components-Pads, Inc.
3.55	Amended Articles of Incorporation of Sealy Mattress Co. of S.W. Virginia
3.56	By-Laws of Sealy Mattress Co. of S.W. Virginia

II-33

4.1	Indenture, dated as of April 6, 2004, by and among Sealy Mattress Company, the Guarantors named therein and The Bank of New York Trust Company, N.A., as trustee, with respect to the 8.25% Senior Subordinated Notes due 2014 and the 8.25% Senior Subordinated Exchange Notes due 2014
4.2	Exchange and Registration Rights Agreement, dated as of April 6, 2004, among Sealy Mattress Company, the Guarantors named therein and Goldman Sachs & Co. and J.P. Morgan Securities Inc., as representatives of the initial purchasers
4.3	First Supplemental Indenture, dated as of June 28, 2004, among Sealy Mattress Company, Sealy Corporation, Sealy Mattress Corporation and the subsidiary guarantors named therein and The Bank of New York Trust Company, N.A., as trustee, with respect to the 8.25% Senior Subordinated Notes due 2014 and the 8.25% Senior Subordinated Exchange Notes due 2014
5.1	Opinion of Simpson Thacher & Bartlett LLP
10.1	Sealy Profit Sharing Plan, Amended and Restated, dated December 1, 1989 (incorporated herein by reference to Exhibit 10.1 to Sealy Corporation's Annual Report on Form 10-K for the fiscal year ended November 30, 1995 (File No. 1-8738) filed February 27, 1996)
10.2	Sealy Corporation Bonus Program (incorporated herein by reference to Exhibit 10.5 to Sealy Corporation's Annual Report on Form 10-K for the fiscal year ended November 30, 1995 (File No. 1-8738) filed February 27, 1996)
10.3	Amendment No. 1 to Sealy Bonus Plan (incorporated herein by reference to Exhibit 10.17 to Sealy Corporation's Annual Report on Form 10-K for the fiscal year ended December 1, 1996 (File No. 1-8738) filed March 3, 1997)
10.4	Amendment No. 1 to Sealy Profit Sharing Plan (incorporated herein by reference to Exhibit 10.21 to Sealy Corporation's Annual Report on Form 10-K for the fiscal year ended December 1, 1996 (File No. 1-8738) filed March 3, 1997)
10.5	Amendment No. 2 to Sealy Profit Sharing Plan (incorporated herein by reference to Exhibit 10.22 to Sealy Corporation's Annual Report on Form 10-K for the fiscal year ended December 1, 1996 (File No. 1-8738) filed March 3, 1997)
10.6	Sealy Corporation 1998 Stock Option Plan (incorporated herein by reference to Exhibit 10.48 to Sealy Corporation's Quarterly Report on Form 10-Q for the quarterly period ended March 1, 1998 (File No. 1-8738) filed April 15, 1998)
10.7	2004 Stock Option Plan for Key Employees of Sealy Corporation and its Subsidiaries (incorporated herein by reference to Exhibit 4.4 to Sealy Corporation's Registration Statement on Form S-8 (File No. 333-113987) filed March 26, 2004)
10.8	Form of Management Stockholder's Agreement (incorporated herein by reference to Exhibit 4.5 to Sealy Corporation's Registration Statement on Form S-8 (File No. 333-113987) filed March 26, 2004)
10.9	Form of Sale Participation Agreement (incorporated herein by reference to Exhibit 4.6 to Sealy Corporation's Registration Statement on Form S-8 (File No. 333-113987) filed March 26, 2004)
10.10	Form of Stock Option Agreement (incorporated herein by reference to Exhibit 4.6 to Sealy Corporation's Registration Statement on Form S-8 (File No. 333-113987) filed March 26, 2004)

II-34

10.11	Form of Rollover Agreement (incorporated herein by reference to Exhibit 4.9 to Sealy Corporation's Registration Statement on Form S-8 (File No. 333-113987) filed March 26, 2004)
10.12	Stockholder Agreement dated March 4, 1996 by and among Sealy Corporation and Ronald L. Jones (incorporated herein by reference to Exhibit 10.26 to Sealy Corporation's Annual Report on Form 10-K for the fiscal year ended December 1, 1996 (File No. 1-8738) filed March 3, 1997)
10.13	Stockholders' Agreement, dated as of April 6, 2004, among Sealy Corporation, Bain Capital Fund V, L.P., BCIP Associates, BCIP Trust Associates, L.P., Harvard Private Capital Holdings, Inc., Sealy Investors 1, LLC, Sealy Investors 2, LLC, Sealy Investors 3, LLC and Sealy Holding LLC
10.14	Registration Rights Agreement, dated as of April 6, 2004, among Sealy Corporation and Sealy Holding LLC
10.15	Credit Agreement, dated April 6, 2004 among Sealy Mattress Company, Sealy Canada, LTD./LTEE, the Guarantors named therein, Sealy Mattress Corporation, Sealy Corporation, JPMorgan Chase Bank, as administrative agent, J.P. Morgan Securities Inc., as joint lead arranger, Goldman Sachs Credit Partners, L.P., as joint lead arranger, General Electric Capital Corporation, as co-documentation agent, and Royal Bank of Canada, as co-documentation agent, and other lenders from time to time parties thereto (incorporated herein by reference to Exhibit 10.1 to Sealy Corporation's Quarterly Report on Form 10-Q for the period ended February 29, 2004 (File No. 1-8738) filed April 14, 2004)
10.16	Senior Unsecured Credit Agreement, dated April 6, 2004 among Sealy Mattress Company, the Guarantors named therein, Sealy Mattress Corporation, Sealy Corporation, JPMorgan Chase Bank, as administrative agent, J.P. Morgan Securities Inc., as joint lead arranger, Goldman Sachs Credit Partners, L.P., as joint lead arranger, and other lenders from time to time parties thereto (incorporated herein by reference to Exhibit 10.1 to Sealy Corporation's Quarterly Report on Form 10-Q for the period ended February 29, 2004 (File No. 1-8738) filed April 14, 2004)
10.17	Amended and Restated Employment Agreement, dated as of August 1, 1997, by and between Sealy Corporation and Ronald L. Jones (incorporated herein by reference to Exhibit 10.6 to Sealy Corporation's Current Report on Form 8-K (File No. 1-8738) filed December 30, 1997)
10.18	Employment Agreement, dated as of August 25, 1997, by and between Sealy Corporation and Jeffrey C. Claypool (incorporated herein by reference to Exhibit 10.8 to Sealy Corporation's Current Report on Form 8-K (File No. 1-8738) filed December 30, 1997)
10.19	Employment Agreement, dated as of August 25, 1997, by and between Sealy Corporation and Lawrence J. Rogers (incorporated herein by reference to Exhibit 10.12 to Sealy Corporation's Current Report on Form 8-K (File No. 1-8738) filed December 30, 1997)
10.20	Amendment to Amended and Restated Employment Agreement and Termination of Stockholders Agreement dated as of December 17, 1997, between Ronald L. Jones and the Registrant (incorporated herein by reference to Exhibit 10.18 to Sealy Corporation's Current Report on Form 8-K (File No. 1-8738) filed December 30, 1997)

II-35

10.21	Amendment to Employment Agreement, dated as of December 17, 1997, between the employees named therein and Sealy Corporation (incorporated herein by reference to Exhibit 10.19 to Sealy Corporation's Current Report on Form 8-K (File No. 1-8738) filed December 30, 1997)
10.22	Fee and Monitoring Agreement, dated April 6, 2004, between Kohlberg Kravis Roberts & Co. and Sealy Mattress Company
10.23	Amendment to Employment Agreement dated January 20, 2000 by and between Sealy Corporation and Lawrence J. Rogers (incorporated herein by reference to Exhibit 10.33 to Sealy Mattress Company's Registration Statement on Form S-4 (File No. 333-67478) filed December 21, 2001)
10.24	Amendment No. 2 to Amended and Restated Employment Agreement, dated as of January 30, 2001 by and between Sealy Corporation and Ronald L. Jones (incorporated herein by reference to Exhibit 10.35 to Sealy Mattress Company's Registration Statement on Form S-4 (File No. 333-67478) filed December 21, 2001)
10.25	Executive Agreement, dated as of April 10, 2002 by and between Sealy Corporation and Ronald L. Jones (incorporated herein by reference to Exhibit 10.31 to Sealy Corporation's Annual Report on Form 10-K for the fiscal year ended November 30, 2003 (File No. 1-8738) filed March 1, 2004)
10.26	Employment Agreement, dated as of May 1, 2002 by and between Sealy Corporation and David J. McIlquham (incorporated herein by reference to Exhibit 10.32 to Sealy Corporation's Annual Report on Form 10-K for the fiscal year ended November 30, 2002 (File No. 1-8738) filed March 3, 2003)
10.27	Employment Agreement, dated as of August 25, 1997, by and between Sealy Corporation and Bruce Barman (incorporated herein by reference to Exhibit 10.7 to Sealy Corporation's Current Report on Form 8-K (File No. 1-8738) filed December 30, 1997)
10.28	Employment Agreement, dated as of September 17, 2002 by and between Sealy Corporation and Mark Hobson (incorporated herein by reference to Exhibit 10.34 to Sealy Corporation's Annual Report on Form 10-K for the fiscal year ended November 30, 2002 (File No. 1-8738) filed March 3, 2003)
10.29	Employment Agreement, dated as of September 17, 2002 by and between Sealy Corporation and Al Boulden (incorporated herein by reference to Exhibit 10.35 to Sealy Corporation's Annual Report on Form 10-K for the fiscal year ended November 30, 2003 (File No. 1-8738) filed March 1, 2004)
10.30	Employment Agreement, dated as of September 17, 2002 by and between Sealy Corporation and Kenneth L. Walker (incorporated herein by reference to Exhibit 10.36 to Sealy Corporation's Annual Report on Form 10-K for the fiscal year ended November 30, 2002 (File No. 1-8738) filed March 3, 2003)
10.31	Employment Agreement, dated as of May 25, 2001 by and between Sealy Corporation and Charles Dawson (incorporated herein by reference to Exhibit 10.37 to Sealy Corporation's Annual Report on Form 10-K for the fiscal year ended November 30, 2002 (File No. 1-8738) filed March 3, 2003)

II-36

10.32	Employment Agreement, dated as of October 1, 2002 by and between Sealy Corporation and G. Michael Hofmann (incorporated herein by reference to Exhibit 10.38 to Sealy Corporation's Annual Report on Form 10-K for the fiscal year ended November 30, 2002 (File No. 1-8738) filed March 3, 2003)
10.33	Employment Agreement, dated as of November 12, 2002 by and between Sealy Corporation and James B. Hirshorn (incorporated herein by reference to Exhibit 10.39 to Sealy Corporation's Annual Report on Form 10-K for the fiscal year ended November 30, 2002 (File No. 1-8738) filed March 3, 2003)
10.34	Sealy Corporation Executive Severance Benefit Plan dated January 25, 1993 (incorporated herein by reference to the appropriate exhibit to Sealy Corporation's Annual Report on Form 10-K for the fiscal year ended November 30, 1992 (File No. 1-8738))
12.1	Computation of Ratio of Earnings to Fixed Charges
21.1	List of Subsidiaries of Sealy Mattress Corporation
23.1	Consent of PricewaterhouseCoopers LLP
23.2	Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.1)
24.1	Powers of Attorney (included on signature pages hereto)
25.1	Statement of Eligibility of Trustee on Form T-1
99.1	Form of Letter of Transmittal
99.2	Form of Notice of Guaranteed Delivery
99.3	Form of Letter to Broker-Dealers
99.4	Form of Letter to Clients

II-37

QuickLinks

TABLE OF ADDITIONAL REGISTRANT GUARANTORS
$390,000,000
SEALY MATTRESS COMPANY
TABLE OF CONTENTS
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
AVAILABLE INFORMATION
SUMMARY
OUR COMPANY
NEW PRODUCT REDESIGN
MARKET OVERVIEW
OUR COMPETITIVE STRENGTHS
OUR STRATEGY
THE RECAPITALIZATION
CORPORATE STRUCTURE
SUMMARY OF TERMS OF THE EXCHANGE OFFER
SUMMARY OF TERMS OF THE EXCHANGE NOTES
RISK FACTORS
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA
RATIO OF EARNINGS TO FIXED CHARGES
RISK FACTORS
RISKS RELATED TO THE EXCHANGE OFFER
RISKS RELATED TO THE EXCHANGE NOTES
RISKS RELATED TO THE BUSINESS
USE OF PROCEEDS
CAPITALIZATION
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
SEALY CORPORATION UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (IN MILLIONS)
SEALY CORPORATION NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (IN MILLIONS)
SEALY CORPORATION UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (IN MILLIONS)
SEALY CORPORATION NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (IN MILLIONS)
SELECTED HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING DATA
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
BUSINESS
MANAGEMENT
SUMMARY COMPENSATION TABLE
OPTION/SAR GRANTS IN LAST FISCAL YEAR
AGGREGATED OPTION/SAR EXERCISED IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
PRINCIPAL STOCKHOLDERS
CERTAIN TRANSACTIONS
DESCRIPTION OF CERTAIN INDEBTEDNESS
THE EXCHANGE OFFER
DESCRIPTION OF NOTES
BOOK ENTRY; DELIVERY AND FORM
REGISTRATION RIGHTS
UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE EXCHANGE OFFER
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF SEALY CORPORATION, AS PREDECESSOR TO SEALY MATTRESS CORPORATION
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
SEALY CORPORATION CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT PAR VALUE AMOUNTS)
SEALY CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
SEALY CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS)
SEALY CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEALY CORPORATION SUPPLEMENTAL CONSOLIDATING CONDENSED BALANCE SHEET NOVEMBER 30, 2003 (IN THOUSANDS)
SEALY CORPORATION SUPPLEMENTAL CONSOLIDATING CONDENSED BALANCE SHEET DECEMBER 1, 2002 (IN THOUSANDS)
SEALY CORPORATION SUPPLEMENTAL CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS YEAR ENDED NOVEMBER 30, 2003 (IN THOUSANDS)
SEALY CORPORATION SUPPLEMENTAL CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS YEAR ENDED DECEMBER 1, 2002 (IN THOUSANDS)
SEALY CORPORATION SUPPLEMENTAL CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS YEAR ENDED DECEMBER 2, 2001 (IN THOUSANDS)
SEALY CORPORATION SUPPLEMENTAL CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS YEAR ENDED NOVEMBER 30, 2003 (IN THOUSANDS)
SEALEY CORPORATION SUPPLEMENTAL CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS YEAR ENDED DECEMBER 1, 2002 (IN THOUSANDS)
SEALY CORPORATION SUPPLEMENTAL CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS YEAR ENDED DECEMBER 2, 2001 (IN THOUSANDS)
SEALY CORPORATION CONDENSED CONSOLIDATED BALANCE SHEET (IN THOUSANDS)
SEALY CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE DATE) (UNAUDITED)
SEALY CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS) (UNAUDITED)
SEALY CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEALY CORPORATION SUPPLEMENTAL CONSOLIDATING CONDENSED BALANCE SHEET FEBRUARY 29, 2004 (IN THOUSANDS)
SEALY CORPORATION SUPPLEMENTAL CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS THREE MONTHS ENDED FEBRUARY 29, 2004 (IN THOUSANDS)
SEALY CORPORATION SUPPLEMENTAL CONSOLIDATING CONDENSED STATEMENTS OF OPERATIONS THREE MONTHS ENDED MARCH 2, 2003 (IN THOUSANDS)
SEALY CORPORATION SUPPLEMENTAL CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS THREE MONTHS ENDED FEBRUARY 29, 2004 (IN THOUSANDS)
SEALY CORPORATION SUPPLEMENTAL CONSOLIDATING CONDENSED STATEMENTS OF CASH FLOWS THREE MONTHS ENDED MARCH 2, 2003 (IN THOUSANDS)
SCHEDULE 12–09—CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
SIGNATURES
POWER OF ATTORNEY
EXHIBIT INDEX

EX-3.3

EXHIBIT 3.3

CERTIFICATE OF INCORPORATION

OF

SEALY MATTRESS CORPORATION

The undersigned, in order to form a corporation for the purpose hereinafter stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware, hereby certifies that:

1.  The name of the Corporation is Sealy Mattress Corporation.

2.  The registered office and registered agent of the Corporation is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801.

3.  The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

4.  The total number of shares of stock which the Corporation is authorized to issue is one thousand (1000) shares of common stock, par value $.01 each (“Common Stock”).

5.  The name and address of the incorporator is Christopher May, 425 Lexington Avenue, New York City, New York 10017.

6.  The Corporation is to have perpetual existence.

7.  The board of directors of the Corporation, acting by majority vote, may alter, amend or repeal the By-laws of the Corporation.

8.  Except as otherwise provided by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended, no director of the Corporation shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.  Any repeal or modification of this Article Eighth by the stockholders of the Corporation shall not adversely affect any right of protection of a director of the Corporation existing at the time of such repeal or modification.

IN WITNESS WHEREOF, the undersigned has signed this Certificate of Incorporation on March 31, 2004.

/s/ Christopher May

Christopher May

Sole Incorporator

EX-3.4

EXHIBIT 3.4

SEALY MATTRESS CORPORATION

BY-LAWS

ARTICLE I

MEETING OF STOCKHOLDERS

Section 1.  Place of Meeting and Notice.  Meetings of the stockholders of the Corporation shall be held at such place either within or without the State of Delaware as the Board of Directors may determine.

Section 2.  Annual and Special Meetings.  Annual meetings of stockholders shall be held, at a date, time and place fixed by the Board of Directors and stated in the notice of meeting, to elect a Board of Directors and to transact such other business as may properly come before the meeting.  Special meetings of the stockholders may be called by the President for any purpose and shall be called by the President or Secretary if directed by the Board of Directors or requested in writing by the holders of not less than 25% of the capital stock of the Corporation.  Each such stockholder request shall state the purpose of the proposed meeting.

Section 3.  Notice.  Except as otherwise provided by law, at least 10 and not more than 60 days before each meeting of stockholders, written notice of the time, date and place of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given to each stockholder.

Section 4.  Quorum.  At any meeting of stockholders, the holders of record, present in person or by proxy, of a majority of the Corporation’s issued and outstanding capital stock shall constitute a quorum for the transaction of business, except as otherwise provided by law.  In the absence of a quorum, any officer entitled to preside at or to act as secretary of the meeting shall have power to adjourn the meeting from time to time until a quorum is present.

Section 5.  Voting.  Except as otherwise provided by law, all matters submitted to a meeting of stockholders shall be decided by vote of the holders of record, present in person or by proxy, of a majority of the Corporation’s issued and outstanding capital stock.

ARTICLE II

DIRECTORS

Section 1.  Number, Election and Removal of Directors.  The number of Directors that shall constitute the Board of Directors shall be not less than one nor more than fifteen.  The first Board of Directors shall consist of two Directors.  Thereafter, within the limits specified above, the number of Directors shall be determined by the Board of Directors or by the stockholders.  The Directors shall be elected by the stockholders at their annual meeting.  Vacancies and newly created directorships resulting from any increase in the number of Directors may be filled by a majority of the Directors then in office, although less than a quorum, or by the sole remaining Director or by the stockholders.  A Director may be removed with or without cause by the stockholders.

Section 2.  Meetings.  Regular meetings of the Board of Directors shall be held at such times and places as may from time to time be fixed by the Board of Directors or as may be specified in a notice of meeting.  Special meetings of the Board of Directors may be held at any time upon the call of the President and shall be called by the President or Secretary if directed by the Board of Directors.  Telegraphic, facsimile or written notice of each special meeting of the Board of Directors shall be sent to each Director not less than two hours before such meeting.  A meeting of the Board of Directors may be held without notice immediately after the annual meeting of the stockholders.  Notice need not be given of regular meetings of the Board of Directors.

Section 3.  Quorum.  One-third of the total number of Directors shall constitute a quorum for the transaction of business.  If a quorum is not present at any meeting of the Board of Directors, the Directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until such a quorum is present.  Except as otherwise provided by law, the Certificate of Incorporation of the Corporation, these By-Laws or any contract or agreement to which the Corporation is a party, the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors.

Section 4.  Committees of Directors.  The Board of Directors may, by resolution adopted by a majority of the whole Board, designate one or more committees, including without limitation an Executive Committee, to have and exercise such power and authority as the Board of Directors shall specify.  In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he/she or they constitute a quorum, may unanimously appoint another Director to act at the meeting in place of any such absent or disqualified member.

ARTICLE III

OFFICERS

The officers of the Corporation shall consist of a President, one or more Vice Presidents, a Secretary, a Treasurer, and such other additional officers with such titles as the Board of Directors shall determine, all of whom shall be chosen by and shall serve at the pleasure of the Board of Directors.  Such officers shall have the usual powers and shall perform all the usual duties incident to their respective offices.  All officers shall be subject to the supervision and direction of the Board of Directors.  The authority, duties or responsibilities of any officer of the Corporation may be suspended by the President with or without cause.  Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors with or without cause.

ARTICLE IV

INDEMNIFICATION

To the fullest extent permitted by the General Corporation Law of the State of Delaware, the Corporation shall indemnify any current or former Director or officer of the Corporation and may, at the discretion of the Board of Directors, indemnify any current or former employee or agent of the Corporation against all expenses, judgments, fines and amounts

2

paid in settlement actually and reasonably incurred by him or her in connection with any threatened, pending or completed action, suit or proceeding brought by or in the right of the Corporation or otherwise, to which he or she was or is a party or is threatened to be made a party by reason of his or her current or former position with the Corporation or by reason of the fact that he or she is or was serving, at the request of the Corporation, as a director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

ARTICLE V

GENERAL PROVISIONS

Section 1.  Notices.  Whenever any statute, the Certificate of Incorporation or these By-Laws require notice to be given to any Director or stockholder, such notice may be given in writing by mail, addressed to such Director or stockholder at his address as it appears on the records of the Corporation, with postage thereon prepaid.  Such notice shall be deemed to have been given when it is deposited in the United States mail.  Notice to Directors may also be given by facsimile or telegram.

Section 2.  Fiscal Year.  The fiscal year of the Corporation shall be January 1 through December 31.

3

EX-3.5

EXHIBIT 3.5

AMENDED ARTICLES OF INCORPORATION OF

SEALY MATTRESS COMPANY OF PUERTO RICO, INC.

FIRST.  The name of said corporation shall be SEALY MATTRESS COMPANY OF PUERTO RICO, INC.

SECOND.  The principal office of said corporation is to be located in the City of Medina, Medina County, Ohio.

THIRD:  The said corporation is formed for the purpose of engaging in the business of manufacturing, buying, selling, and generally dealing in mattresses, springs, bedding, and other related articles.

In furtherance and not in limitation of the general powers conferred by the laws of the State of Ohio, and the objectives and purposes herein set forth, it is expressly provided that this corporation shall also have the following powers, to wit:

To purchase, acquire, hold, convey, lease, mortgage, or dispose of property, real or personal, tangible or intangible.

To have one or more offices to carry on any or all of its operations and business, and, without restrictions or limitation as to amount to purchase, lease, or otherwise acquire, hold and own, and to mortgage, sell, convey, lease, or otherwise dispose of real and personal property of every class and description in any of the states, territories or possessions of the United States and in the District of Columbia, and in any and all foreign countries, including the Commonwealth of Puerto Rico, subject to the laws of such state, district, territory, possession or country.

To do any or all of the things herein set forth to the same extent as natural persons might or could do and in any part of the world, as principals, agents, contractors, trustees or otherwise, alone or in company with others.

It is the intention that the purposes, objects, and powers specified in this Article Third and all subdivisions whereof shall, except as otherwise expressly provided, in no wise be limited or restricted by reference to or inference from the terms of any other clause or paragraph

of this Article, and that each of the purposes, objects, and powers specified in this Article Third shall be regarded as independent purposes, objects, and powers.

FOURTH:  The maximum number of shares which the corporation is authorized to have outstanding is five thousand six hundred (5,600) shares, all of which shall be common without par value.

FIFTH:  No shareholder in this corporation shall be entitled as of right to purchase or subscribe for any part of the unissued shares in the corporation or any shares in the corporation to be issued by reason of any increase of shares in the corporation, bonds, certificates of indebtedness, debentures, or other securities convertible into shares in the corporation, or any shares of the corporation purchased by the corporation.

SIXTH:  The corporation shall have the right to repurchase shares of the capital stock issued by it at such times and at such prices and upon such terms as its Board of Directors shall determine.  This power shall include, but not by way of limitation, the right to repurchase its shares upon the termination of employment or the death of a shareholder.  No purchase shall be made if, after such purchase the assets would be less than the liabilities plus stated capital.

SEVENTH:  The shareholders and directors shall have the power to hold their meetings, to have an office or offices, and to keep the books of this corporation, subject however to the laws of the State of Ohio, outside of the State of Ohio, at such places as may from time to time be designated by the directors.

EIGHTH:  These amended articles of incorporation take the place of and supersede the existing articles of incorporation as heretofore amended.

IN WITNESS WHEREOF, said ERNEST M. WULIGER, President and ALLAN M. UNGER, Secretary of SEALY MATTRESS COMPANY OF PUERTO RICO, INC., acting

2

for and on behalf of said corporation, having hereunto subscribed their names and caused the seal of said corporation to be hereunto affixed this eleventh day of January, 1963.

By	/s/	Ernest M. Wuliger
		President
By	/s/	Allan M. Unger
		Secretary

3

CHANGE OF ADDRESS OF STATUTORY AGENT

OF DOMESTIC CORPORATION

KNOW ALL MEN BY THESE PRESENTS, That the address of ERNEST M. WULIGER, heretofore appointed as statutory agent to accept service of process, tax notices and demands against SEALY MATTRESS COMPANY OF PUERTO RICO, INC., has been changed from 2841 E. 37^th St., Cleveland, Cuyahoga County to 1070 Lake Road, City of Medina, Medina County, which new address is in the county in which the principal office of SEALY MATTRESS COMPANY OF PUERTO RICO, INC. is located.

SEALY MATTRESS COMPANY OF PUERTO RICO, INC.
By		/s/	Allan M. Unger
	Allan M. Unger, Secretary

CERTIFICATE OF ADOPTION OF AMENDMENT
TO AMENDED ARTICLES OF INCORPORATION
OF SEALY MATTRESS COMPANY OF PUERTO RICO, INC.

Ernest M. Wuliger, President, and Forrest B. Weinberg, Secretary, of Sealy Mattress Company of Puerto Rico, Inc., an Ohio corporation, with its principal office located at Cleveland, Ohio, do hereby certify that by written consent to action without meeting, pursuant to Section 1701.54 of the Ohio Revised Code, the sole shareholder of the Corporation adopted and consented to the adoption of the following resolution:

RESOLVED, that the Amended Articles of Incorporation of this Corporation be, and they hereby are, amended by deleting Article Second in its entirety and inserting, in lieu thereof, new Article Second as follows:

SECOND:  The principal office of said Corporation is to be located in the City of Cleveland, Cuyahoga County, Ohio.

IN WITNESS WHEREOF, Ernest M. Wuliger, President, and Forrest B. Weinberg, Secretary, of Sealy Mattress Company of Puerto Rico, Inc., acting for and on behalf of said Corporation, have hereunto subscribed their names this 30th day of September, 1971.

/s/	Ernest M. Wuliger
Ernest M. Wuliger, President
/s/	Forrest B. Weinberg
Forrest B. Weinberg, Secretary

Subsequent Appointment of Agent

Section 1701.07 (D), 1702.06 (D), Revised Code

KNOW ALL MEN BY THESE PRESENTS, That	Forrest B. Weinberg
	(Name of Agent)

of	800 National City  -  E. 6th Building
(Street or Avenue)

in	Cleveland  44114, Cuyahoga	County, Ohio, a natural person
	(City or Village)

residing in said county, being the county in which the principal office of

SEALY MATTRESS COMPANY OF PUERTO RICO, INC.

(Name of Corporation)

is located, is hereby appointed as the agent on whom process, tax notices and demands against

said	SEALY MATTRESS COMPANY OF PUERTO RICO, INC.
(Name of Corporation)

may be served to succeed	Ernest M. Wuliger
	(Name of Former Agent)

heretofore appointed as agent, which appointment is hereby made pursuant to a resolution of the board of directors passed on 30^th day of September, 1971 All previous appointments are hereby revoked.

SEALY MATTRESS COMPANY OF PUERTO RICO, INC.
		(Name of Corporation)
By			/s/	Ernest M. Wuliger
	President Ernest M. Wuliger
					Cleveland, Ohio
					September 30, 1971

SEALY MATTRESS COMPANY OF PUERTO RICO, INC.
	(Name of Corporation)

Gentlemen:  I Forrest B. Weinberg
hereby accept appointment as the agent of your corporation upon whom process, tax notices or demands may be served.

/s/	Forrest B. Weinberg
	(Signature of Agent)
	Forrest B. Weinberg

CERTIFICATE OF AMENDMENT
(BY SHAREHOLDERS)
TO THE ARTICLES OF INCORPORATION OF

Sealy Mattress Company of Puerto Rico, Inc.
	(Name of Corporation)

			o	Chairman of the Board
	Ronald E. Trzcinski	, who is	o	President	(check one),
			ý	Vice President
And	Frank J. Cerralvo	, who is	ý	Secretary	(check one),
			o	Assistant Secretary

of the above named Ohio corporation for profit with its principal location at (no Ohio location) , Ohio do hereby certify that:  (check the appropriate box and complete the appropriate statements)

o	a meeting of the shareholders was duly called and held on                         , 19    , at which meeting a quorum of the shareholders was present in person or by proxy, and by the affirmative vote of the holders of shares entitling them to exercise                    % of the voting power of the corporation.
ý	in a writing signed by all of the shareholders who would be entitled to a notice of a meeting held for that purpose,

the following resolution was adopted to amend the articles:

RESOLVED, that the Corporation’s Articles of Incorporation be amended to change the Corporation’s name to Ohio-Sealy Mattress Manufacturing Co.

IN WITNESS WHEREOF, the above named officers, acting for and on behalf of the corporation, have subscribed their names this 12th day of February, 1979.

x	/s/	Ronald E. Trzcinski
		(Vice President)
x	/s/	Frank J. Cerralvo
		(Secretary)

NOTE: Ohio law does not permit one officer to sign in two capacities.  Two separate signatures are required, even if this necessitates the election of a second officer before the filing can be made.

CERTIFICATE
OF
AMENDED ARTICLES OF INCORPORATION
OF

Sealy Mattress Company of Puerto Rico (formerly Ohio-Sealy Mattress Manufacturing Co.)

(Name of Corporation)

	o Chairman of the Board
Thomas L. Smudz, who is	o President	(check one),
	ý Vice President
and John D. Moran, who is	o Secretary	(check one)
	ý Assistant Secretary

of the above named Ohio corporation for profit with its principal location at Cleveland, Ohio do hereby certify that:  (check the appropriate box and complete the appropriate statements)

oa meeting of the shareholders was duly called and held on                        , 19     , at which meeting a quorum of the shareholders was present in person or by proxy, and by the affirmative vote of the holders of shares entitling them to exercise                    % of the voting power of the corporation,

ýin a writing signed by all of the shareholders who would be entitled to a notice of a meeting held for that purpose,

the following Amended Articles of Incorporation were adopted to supersede and take the place of the existing Articles and all amendments thereto:

AMENDED ARTICLES OF INCORPORATION

FIRST:  The name of the corporation is Sealy Mattress Company of Puerto Rico

SECOND:  The place in the State of Ohio where its principal office is located is the City of Cleveland, Cuyahoga County.

THIRD:  The purposes of the corporation are as follows:

To engage in any lawful act or activity for which a corporation may be formed in Ohio.

FOURTH:  The number of shares which the corporation is authorized to have outstanding is 1,000 shares of common stock with a par value of $1.00 per share.

FIFTH:  These amended articles of incorporation take the place of and supersede the existing articles of incorporation as heretofore amended.

IN WITNESS WHEREOF, the above named officers, acting for and on behalf of the corporation, have subscribed their names this 28^th day of January, 1988.

/s/   Thomas L. Smudz

(Chairman, President or Vice President)

/s/   John D. Moran

(Secretary or Assistant Secretary)

NOTE: Ohio law does not permit one officer to sign in two capacities.  Two separate signatures are required, even if this ecessitates the election of a second officer before the filing can be made.

EX-3.6

EXHIBIT 3.6

4/1/88

BY-LAWS
OF
SEALY MATTRESS COMPANY OF PUERTO RICO

ARTICLE I

OFFICES

SECTION 1.1.   Registered Office.  The registered office of the corporation in the State of Ohio shall be located at 815 Superior Avenue, N.E., in the City of Cleveland, and the name of the corporation’s registered agent is C T Corporation System.

SECTION 1.2.   Other Offices.  The corporation may have offices at such other places both within or without the State of Ohio as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

SECTION 2.1.   Annual Meeting.  The annual meeting of the shareholders of the corporation shall be held at such place and time as the Board of Directors shall fix, on the first Wednesday in April of each year commencing in 1989 or on such other date as the Board shall fix, for the purpose of electing directors and transacting of such other business as may come before the meeting.

SECTION 2.2.   Special Meetings.  Special meetings of the shareholders for any purpose or purposes may be called and the time, date and location thereof designated by the Board of Directors or the Chairman of the Board of Directors (if a Chairman of the Board of Directors shall have been elected).

SECTION 2.3.   Notice of Meetings.  Written notice stating the time, date and place of each annual or special meeting of shareholders and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting.

SECTION 2.4.   Quorum.  The holders of at least a majority of the shares entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business at any meeting of shareholders.  If a quorum shall not be present at any meeting, the persons holding or entitled to vote by proxy a majority of the shares entitled to vote at the meeting present or represented at the meeting may adjourn the meeting without notice other than announcement at the meeting (unless other notice is required by law) to any other time, date and place.  At any such adjourned meeting at which a quorum is present or represented, any business may be transacted that could have been transacted at the original meeting had a quorum been present or represented.

SECTION 2.5.   Action by Consent.  Any action required or permitted to be taken by the shareholders of the corporation may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the share-holders entitled to vote with respect to the subject matter thereof.

ARTICLE III

DIRECTORS

SECTION 3.1.   Number and Election.  The number of directors shall be fixed at three (3), but may be increased or, subject to the provisions of Ohio law, decreased from time to time by resolution of the Board of Directors, provided, that at no time shall the number of directors be less than one (1), and no decrease shall have the effect of shortening the term of any incumbent director. Directors shall be elected annually by the shareholders, and the persons receiving the greatest number of votes shall be the directors.  Each director elected shall hold office until the successor of such director is elected and qualified or until the death or resignation of such director or the removal of such director.  Directors need not be residents of the State of Ohio or shareholders of this corporation.

SECTION 3.2.   Resignation.  Any director may resign by giving written notice to the corporation.  Any such resignation shall take effect at the time of receipt of notice thereof or at any later time specified therein, and, unless expressly required, acceptance of such resignation shall not be necessary to make it effective.

SECTION 3.3.   Vacancies and Newly Created Directorships.  Any vacancy in the Board of Directors (whether resulting from death, resignation, removal or otherwise) and any newly created directorship may be filled by the affirmative vote of a majority of the directors then in office, though less than a quorum.

SECTION 3.4.   Regular Meetings.  An annual meeting of the Board of Directors shall be held, without notice other than this by-law, immediately after, and at the same place as, the annual meeting of shareholders of the corporation.  Additional regular meetings of the Board of Directors may be held without notice at such times, dates and places as may be fixed by the Board of Directors.

SECTION 3.5.   Special Meetings.  Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors (if a Chairman shall have been elected), or any two directors, and such meetings shall be held at such time, date and place as shall be designated in the call.  Except as otherwise prescribed by the Ohio General Corporation Law as amended from time to time (the “Ohio Statute”) written or actual oral notice of the time, date and place of each special meeting, addressed to each director at such director’s business address, shall be given at least 48 hours prior to such meeting.  Such written notice may be delivered in person, mailed or transmitted by telegram, or, if the addressee has such equipment, by telex or teletype, and shall be deemed to have been given when delivered in person or to the telegraph company, when transmitted on telex or teletype equipment, or 48 hours after deposit in the United States mail postage prepaid. Any director may waive notice of any meeting.

2

SECTION 3.6.   Quorum.  A majority of the whole Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors unless a greater number is required by law or the articles of incorporation. If a quorum shall not be present at any meeting, a majority of the directors present may adjourn the meeting without notice other than announcement at the meeting to any other time, date and place.

Any member of the Board of Directors or of any committee designated by the Board may participate in a meeting of the directors or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by means of such equipment shall constitute presence in person at such meeting.

SECTION 3.7.   Presumption of Assent.  Unless otherwise provided by the Ohio Statute, a director of the corporation who is present at a meeting of the Board of Directors at which action is taken on any corporate matter shall be presumed to have assented to the action taken unless the dissent of such director shall be entered in the minutes of the meeting or unless such director shall file a written dissent to such action with the person acting as Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

SECTION 3.8.   Action without Meeting.  Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if a written consent thereto is signed by all members of the board or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.

SECTION 3.9.   Executive Committee.  The Board of Directors may, by resolution passed by a majority of the number of directors fixed by these by-laws, designate three or more directors of the corporation to constitute an executive committee, which, to the extent provided in such resolution and by Ohio law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers that may require it.

SECTION 3.10.   Other Committees.  The Board of Directors may, by resolution passed by a majority of the number of directors fixed by these by-laws, designate such other committees as it may from time to time determine.  Each such committee shall consist of three or more directors, shall serve for such term and shall have and may exercise, during intervals between meetings of the Board of Directors, such lawfully delegable duties, functions and powers as the Board of Directors may from time to time prescribe.

SECTION 3.11.   Quorum and Manner of Acting – Committees.  The presence of a majority of members of any committee shall constitute a quorum for the transaction of business at any meeting of such committee, and the act of a majority of those present shall be necessary for the taking of any action at such meeting.

3

SECTION 3.12.   Committee Chairman, Books and Records, Etc.  The chairman of each committee shall be selected from among the members of the committee by the Board of Directors.  Each committee shall keep a record of its acts and proceedings, and all actions of each committee shall be reported to the Board of Directors at its next meeting.  Each committee shall fix its own rules of procedure not inconsistent with these by-laws or the resolution of the Board of Directors designating such committee and shall meet at such times and places and upon such call or notice as shall be provided by such rules.

ARTICLE IV

OFFICERS

SECTION 4.1.   Designation of Officers.  The officers of the corporation shall be a President, one or more Vice Presidents (who may be designated by class or function), a Treasurer, a Secretary and such other officers (including Assistant Treasurers and Assistant Secretaries) as the Board of Directors may elect.  The Board of Directors may at any time, in its discretion, elect a Chairman of the Board of Directors (the “Chairman”) to be the chief executive officer of the corporation and to have the other powers and duties set forth herein.

SECTION 4.2.   Election and Term.  Each officer shall be elected by the Board of Directors to serve until the successor thereof is elected or until the earlier resignation or removal of such officer.

SECTION 4.3.   Resignation, Removal and Vacancies.  Any officer may resign by giving written notice to the Chairman or the Secretary.  Any such resignation shall take effect at the time of receipt of notice thereof or at any later time specified therein, and, unless expressly required, acceptance of such resignation shall not be necessary to make it effective.  Any officer may be removed, with or without cause, by a majority of the directors then in office, and a vacancy in any office (whether resulting from death, resignation, removal or otherwise) may be filled by the Board of Directors.  The removal of any officer shall be without prejudice to any rights such officer may have under any agreement.

SECTION 4.4.   Chairman.  In the event that the Board of Directors determines to elect a Chairman pursuant to Section 4.1 hereof, the Chairman shall be the chief executive officer of the corporation and shall have authority and responsibility for the general management, direction and overall supervision, subject to the authority of the Board of Directors, of the corporation’s business and affairs and its officers and employees, and shall have the power to appoint, remove and discharge any and all employees of the corporation not elected or appointed directly by the Board of Directors.  The Chairman shall preside at all meetings of the Board of Directors and shareholders and shall have authority to designate the duties and powers of other officers and delegate special powers and duties to specified officers, so long as such designation shall not be inconsistent with any statute, these by-laws or any action of the Board of Directors.  The Chairman shall also have power to execute, and shall execute deeds, mortgages, bonds, contracts or other instruments of the corporation except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated. by the Board of Directors or by the Chairman to some other officer or agent of the corporation.  The Chairman may sign, pursuant to Section 6.1 hereof, certificates for

4

shares of stock of the corporation, the issuance of which shall have been duly authorized by the Board of Directors.  The stock in general shall have all other powers and shall perform all other duties that are normally incident to the chief executive officer of a corporation or as may be prescribed by the Board of Directors from time to time.

SECTION 4.5.   President.  Prior to the time, if any, at which the Board of Directors shall elect a Chairman pursuant to Section 4.1 hereof., the President shall have the duties, responsibilities and powers set forth in Section 4.4 hereof.  In the event that the Board of Directors elects a Chairman, the President, under the Chairman, and subject to the authority of the Board of Directors and the Chairman, shall be the chief operating officer of the corporation and shall be charged with implementing the policies of the corporation as determined by the Chairman and the Board of Directors.  In the event that the Chairman, due to absence or any other cause, shall refuse or be unable at any time to attend to or to perform the duties of Chairman as above prescribed, the President shall perform the duties of the Chairman.  The President may sign, pursuant to Section 6.1 hereof, certificates for shares of stock in the corporation, the issuance of which shall have been duly authorized by the Board of Directors.  The president shall have such other powers and duties as the Board of Directors or the Chairman (if a Chairman shall have been elected) may from time to time determine.

SECTION 4.6.   Vice Presidents.  In the absence of the President, or in the event of the President’s inability or refusal to act, the Vice Presidents, in order of their rank as fixed by the Board of Directors or, if not ranked, the Vice President designated by the Board of Directors or the Chairman (if a Chairman shall have been elected), shall perform all duties of the President and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President.  The Vice Presidents shall have such other powers and perform such other duties, not inconsistent with statute, these by-laws, or any action of the Board of Directors, as from time to time may be prescribed for them, respectively, by the Board of Directors or the Chairman (if a Chairman shall have been elected), which may include the execution of deeds, mortgages, bonds, contracts or other instruments of the corporation.  Any Vice President may sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by the Board of Directors.

SECTION 4.7.   Treasurer.  The Treasurer shall: (a) be responsible to the Board of Directors for the receipt, custody and disbursement of all funds and securities of the corporation; (b) receive and give receipts for funds due and payable to the corporation from any source whatsoever and deposit all such funds in the name of the corporation in such banks, trust companies or other depositories as shall from time to time be selected in accordance with the provisions of Section 5.2 of these by-laws; (c) disburse the funds of the corporation as ordered by the Board of Directors or the Chairman or as otherwise required in the conduct of the business of the corporation; (d) render to the Chairman or the Board of Directors, upon request, an account of all transactions of such officer as Treasurer and of the financial condition of the corporation; and (e) in general, perform all the duties normally incident to the office of Treasurer and such other duties as may from time to time be assigned by the Chairman (if a Chairman shall have been elected), the President, the Board of Directors or these by-laws.  The Treasurer may sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation; the issuance of which shall have been duly authorized by resolution of the Board of Directors.  The Treasurer may delegate such details of the performance of duties of the office of Treasurer as

5

may be appropriate in the exercise of reasonable care to one or more persons in the place of such officer, but shall not thereby be relieved of responsibility for the performance of such duties.

SECTION 4.8.   Secretary.  The Secretary shall: (a) keep the minutes of the meetings of the shareholders, the Board of Directors and committees of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) have charge of the corporate records and of the seal of the corporation; (d) affix the seal of the corporation or a facsimile thereof, or cause the same to be affixed, to all certificates for shares prior to the issue thereof and to all documents the execution of which on behalf of the corporation under its seal is duly authorized by the Board of Directors or otherwise in accordance with the provisions of these by-laws; (e) keep a register of the post office addresses of each shareholder, director and committee member that shall from time to time be furnished to the Secretary by such shareholder, director or member; (f) sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by resolution of the Board of Directors; (g) have general charge of the stock transfer books of the corporation; and (h) in general, perform all duties normally incident to the office of Secretary and such other duties as may from time to time be assigned by the Chairman (if a Chairman shall have been elected), the President or the Board of Directors.  The Secretary may delegate such details of the performance of the duties of the office of Secretary as may be appropriate in the exercise of reasonable care to one or more persons in the place of such officer, but shall not thereby be relieved of responsibility for the performance of such duties.

SECTION 4.9.   Assistant Treasurers and Assistant Secretaries.  The Assistant Treasurers and Assistant Secretaries, if any, shall perform all functions and duties that may be assigned to them by the Treasurer or Secretary, respectively, or by the Chairman (if a Chairman shall have been elected), the President or the Board of Directors. If authorized by the Treasurer or the Secretary, as the case may be, any Assistant Treasurer or Assistant Secretary may sign, pursuant to Section 6.1 hereof, certificates for shares of the corporation in place of the Treasurer or Secretary, respectively.

SECTION 4.10.   Other Officers.  The Board of Directors may from time to time elect such other officers to perform such duties and responsibilities as it shall prescribe.

SECTION 4.11.   Salaries.  The compensation of the officers of the corporation shall be fixed from time to time by the Board of Directors or by such officer as it shall designate for such purpose or as it shall otherwise direct.  No officer shall be prevented from receiving a salary or other compensation by reason of the fact that such officer is also a director of the corporation.

ARTICLE V

CHECKS AND DEPOSITS

SECTION 5.1.   Checks, Drafts, Etc.  All checks, demands, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the

6

corporation shall be signed by such officer or officers or agent or agents of the corporation, and in such manner, as shall from time to time be authorized by the Board of Directors.

SECTION 5.2.   Deposits.  All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE VI

SHARE RECORDS AND TRANSFERS

SECTION 6.1.   Share Certificates.  Every shareholder shall be entitled to have a certificate in such form as the Board of Directors shall from time to time approve, signed on behalf of the corporation by the President or any elected Vice President, and by the Treasurer or the Secretary (or, if so authorized, any Assistant Treasurer or Assistant Secretary) certifying the number of shares held of record by such shareholder.

SECTION 6.2.   Record Ownership.  A record of the name and address of the holder of each certificate, the number of shares represented thereby, and the date of issue thereof shall be made on the corporation’s books.  The corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof, and shall not be bound to recognize any equitable or other claim to or interest in any share on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by the laws of Ohio.

SECTION 6.3.   Lost Certificates.  Any person claiming a share certificate in lieu of one lost, stolen, mutilated or destroyed shall give the corporation an affidavit as to its loss. theft, mutilation or destruction. Such holder shall also, if required by the Board of Directors, give the corporation a bond, in such form and amount as may be approved by the Board of Directors (or any agent of the corporation to which authority for such approval shall have been delegated by the Board) sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft, mutilation or destruction of the certificate or the issuance of a new certificate.

SECTION 6.4.   Transfer of Shares.  Transfer of shares of stock shall be made on the books of the corporation only by direction of the person named in the certificate or such person’s attorney, lawfully constituted in writing, and only upon the surrender for cancellation of the certificate therefor, duly endorsed or accompanied by a written assignment of the shares evidenced thereby.

SECTION 6.5.   Transfer Agent and Registrar.  The corporation may appoint one or more transfer offices or agencies, each in charge of a transfer agent designated by the Board of Directors (who shall have custody, subject to the direction of the Secretary, of the original stock ledger and stock records of the corporation) where the shares of the capital stock of the corporation of any class or series specified in such appointment shall be registered.  The corporation may also appoint one or more registry offices, each in charge of a registrar designated by the Board of Directors, where its stock of any class or series specified in such

7

appointment shall be registered. Except as otherwise provided by resolution of the Board of Directors with respect to temporary certificates, no certificate for shares of capital stock of the corporation for which a transfer agent or registrar has been appointed shall be valid unless countersigned by such transfer agent and registered by such registrar authorized as aforesaid.

SECTION 6.6.   Restrictions on Transfer.  Any shareholder may enter into an agreement with other shareholders or with the corporation providing for reasonable limitation or restriction on the right of such shareholder to transfer shares of capital stock of the corporation held by such shareholder, including, without limiting the generality of the foregoing, agreements granting to such other shareholders or to the corporation the right to purchase for a given period of time any of such shares.  Any such limitation or restriction on the transfer of shares of this corporation may be set forth on certificates representing shares of capital stock, in which case the corporation or the transfer agent shall not be required to transfer such shares upon the books of the corporation without receipt of satisfactory evidence of compliance with the terms of such limitation or restriction.

ARTICLE VII

GENERAL PROVISIONS

SECTION 7.1.   Fiscal Year.  The fiscal year of the corporation shall end on November 30 of each year.

SECTION 7.2.   Voting of Securities.  Subject to control and direction of the Board of Directors, the Chairman of the Board (if a Chairman shall have been elected) or such other person as the Board of Directors may designate for such purpose either generally or in any particular instance shall have full power and authority, in the name and on behalf of the corporation, to attend, act and vote at any meeting of security holders of any company in which the corporation may hold any securities, or to consent as a security holder to any action proposed to be taken by such company.  At any such meeting, or in connection with any such action, the Chairman of the Board (if a Chairman shall have been elected) or such other person shall possess and may exercise any and all rights and powers incident to the ownership of such securities which, as the holder thereof, the corporation might possess and exercise, and such person may exercise such power and authority through the execution of proxies or written consents or may delegate such power and authority to any other officer, agent or employee of the corporation.

SECTION 7.3.   Amendments to By-Laws.  Unless otherwise provided in the Ohio Statute or the articles of incorporation, these by-laws may be altered or repealed by majority vote of the shareholders.

ARTICLE VIII

INDEMNIFICATION AND INSURANCE

SECTION 8.1.   Right to Indemnification.  In addition to any indemnification provision in the articles of incorporation, each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal,

8

administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the corporation to the fullest extent authorized by the Ohio Statute, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 8.2, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the corporation.  The right to indemnification conferred in this Section 8.1 shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Ohio Statute requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under Section 8.2 or otherwise.  The corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

SECTION 8.2.   Right of Claimant to Bring Suit.  If a claim under Section 8.1 is not paid in full by the corporation within thirty days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim.  It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the Ohio Statute for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation.  Neither the failure of the corporation (including its Board of Directors, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Ohio Statute, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel, or

9

its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

SECTION 8.3.   Non-Exclusivity of Rights.  The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article VIII shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, by-law, agreement, vote of shareholders or disinterested directors or otherwise.

SECTION 8.4.   Insurance.  The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Ohio Statute.

10

EX-3.7

Exhibit 3.7

The Commonwealth of Massachusetts

JOHN F. X. DAVOREN

Secretary of the Commonwealth

STATE HOUSE

BOSTON, MASS.

ARTICLES OF ORGANIZATION

(Under G.L. Ch. 158B)

Incorporators

NAME	POST OFFICE ADDRESS
Include given name in full in case of natural persons; in case of a corporation, give state of incorporation.
Sandra S. McQuay	c/o Herrick, Smith, Donald Farley & Ketchum
	100 Federal Street Boston, Massachusetts

The above-named incorporator does hereby associate (with the intention of forming a corporation under the provisions of General Laws, Chapter 156B) and hereby states:

1.The name by which the corporation shall be known is:

Sealy of the Northeast, Inc.

2.The purposes for which the corporation is formed are as follows:

To manufacture, assemble, prepare and construct mattresses, furniture, and home furnishings, with every name, nature and description, and any and all items of goods and merchandise incidental or collateral thereto, and to sell, whether at wholesale or retail, and distribute the same, whether for its own account or for that of others.

To acquire, hold, manage, improve, lease, buy and sell real estate, wherever situated, or any right or interest therein, and to acquire, hold, use, dispose or avail of, or invest in all kinds of personal property, whether tangible or intangible, of whatever kind and wheresoever situated, or any right or interest therein, including the stock of other corporations, and including as a going business or otherwise all or any part of the assets of any corporation, joint-stock company, trust, association, firm or individual, and in such cases to assume all or any part of its, their or his liabilities.

NOTE:  If provisions for which the space provided under Articles 2, 4, 5 and 6 is not sufficient additions should be set out on continuation sheets to be numbered 2A, 2B, etc. Indicate under each Article where the provision is set out.  Continuation sheets shall be on 8½” x 11”  paper and must have a left-hand margin 1 inch wide for binding. Only one side should be used.

To act for others as agent, broker, factor, manager or in any other lawful manner; and to join with others in any enterprise conducive to the success of the corporation on such terms and conditions as may be agreed upon.

To borrow money and otherwise contract indebtedness, to issue bonds, notes and other evidences of indebtedness therefor, to assume or guarantee the payment of any dividends upon any stock, shares or other interests, whether to facilitate the disposal thereof or because of an interest in the proceeds thereof, or for any other lawful reason or consideration whatsoever, and to secure the same by mortgage or through lien upon all or any part of its assets.

To conduct its business, and keep one or more officers and to acquire, or mortgage, lease and convey real and personal property unlimitedly and without restriction in any of the states or territories of the United States, or in any foreign place or country so far as is permitted by the laws thereof.

To do any or all of the things in this certificate set forth as objects, purposes, powers or otherwise to the same extent and as fully as natural persons might or could do and in any part of the world as principal agent or otherwise.

To carry on in connection with the purposes any other business advantageous to the business of the corporation, and in general to do every act and thing, and carry on every other business whatsoever, convenient or proper for the accomplishment of the purposes or for the carrying on of the business of the corporation, and to exercise all the powers now conferred, and in the future to be conferred, by the laws of the Commonwealth of Massachusetts upon business corporations.

3.The total number of shares and the                     , if any, of each class of stock which the corporation is authorized is as follows:

		WITH PAR VALUE
CLASS OF	WITHOUT PAR VALUE		PAR
STOCK	NUMBER OF SHARES	NUMBER OF SHARES	VALUE		AMOUNT
Preferred	None	None			$	None
Common	None	250,000	$	1.00	$	250,000

*4.If more than one class is authorized, a description of each of the different classes of stock with, if any, the preferences, voting powers, qualifications, special or relative rights or privileges as to each class thereof and any series now established:

Not applicable

*5.The restrictions, if any, imposed by the Articles of Organization upon the transfer of shares of stock of any class are as follows:

Not applicable

*6.Other lawful provisions, if any, for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or of its directors or stockholders, or of any class of stockholders:

Meetings of stockholders may be held anywhere within the United States as fixed in or determined in the manner provided in the By-Laws.

7.By-laws of the corporation have been duly adopted and the initial directors, president, treasurer and clerk, whose names are set out below, have been duly elected.

8.The effective date of organization of the corporation shall be the date of filing with the Secretary of the Commonwealth or if later date is desired, specify date (not more than 30 days after date of filing).

9.The following information shall not for any purpose be treated as a permanent part of the Articles of Organization of the corporation.

a.The post office address of the initial principal office of the corporation in Massachusetts is:

One Posturepedic Drive, Randolph, Massachusetts

b.The name, residence, and post office address of each of the initial directors and following officers of the corporation are as follows:

	NAME	RESIDENCE	POST OFFICE ADDRESS
President:	Ernest M. Wuliger	2949 N. Park Blvd.	Ohio-Sealy Mattress Mf’g Co.
		Cleveland, Ohio 44118	Central Nat’l Bank Bldg.
			Cleveland, Ohio 44114
Treasurer:	Frank J. Cerralvo, Jr.	28562 Lynhaven Dr.	Ohio-Sealy Mattress Mf’g Co.
		N. Olmsted, Ohio 44070	Central Nat’l Bank Bldg.
			Cleveland, Ohio 44114
Clerk:	Forrest B. Weinberg	19020 Shaker Blvd.	Hahn, Loeser, Freedheim, Dean
		Shaker Heights, Ohio 44122	& Wellman
			800 Nat’l City E. 6th Building
			Cleveland, Ohio 44114
Directors:	Ernest M. Wuliger	2949 N. Park Blvd.	Ohio-Sealy Mattress Mf’g Co.
		Cleveland, Ohio 44118	Central Nat’l Bank Bldg.
			Cleveland, Ohio 44114
	Alfred W. Harmon	2688 Brentwood Rd.	The Sealy Space
		Columbus, Ohio 43209	Southern Hotel
			Columbus, Ohio 43215
	N. Herschel Koblenz	3175 Falmouth Rd.	Hahn, Loeser, Freedheim, Dean
		Shaker Heights, Ohio 44122	& Wellman
			800 Nat’l City E. 6th Building
			Cleveland, Ohio 44114

c.The date initially adopted on which the corporation’s fiscal year ends is:

November 30

d.The date initially fixed in the by-laws for the annual meeting of stockholders of the corporation is:

Third Wednesday in March

e.The name and business address of the resident agent, if any, of the corporation is:

CT Corporation System, 10 Post Office Square, Boston, Mass. 02109

IN WITNESS WHEREOF and under the penalties of perjury the above-named INCORPORATOR signs these Articles of Organization this              day of                               , 19    .

/s/ Sandra S. McQuay

The signature of each incorporator which is not a natural person must be by an individual who shall show the capacity in which he acts and by signing shall represent under the penalties of perjury that he is duly authorized on its behalf to sign these Articles of Organization.

The Commonwealth of Massachusetts

Secretary of the Commonwealth

One Ashburton Place

Boston, Mass. 02108

FEDERAL IDENTIFICATION
No. 04-2511765

ARTICLES OF AMENDMENT

General Laws, Chapter 158B, Section 72

This certificate must be submitted to the Secretary of the Commonwealth within sixty days after the date of the vote of stockholders adopting the amendment. The fee for filing this certificate is prescribed by General Laws, Chapter 156B, Section 114. Make check payable to the Commonwealth of Massachusetts.

We, Ronald E. Trzcinski, Vice President, and

            Frank J. Cerralvo, Clerk of

SEALY OF THE NORTHEAST, INC.

located at OnePosturepedic Drive, Randolph, Massachusetts 02368 do hereby certify that the following amendment to the articles of organization of the corporation was duly adopted at a meeting held on February 12, 1979 , by vote of 100 shares of common stock out of 100 shares outstanding,

(Class of Stock)

(Class of Stock)

CROSS OUT INAPPLICABLE CLAUSE being at least a majority of each class outstanding and entitled to vote thereon: (1) two thirds of each class outstanding and entitled to vote thereon and of each class or series of stock whose rights are adversely affected thereof.(2)

(1) For amendments adopted pursuant to Chapter 156B, Section 70.

(2) For amendments adopted pursuant to Chapter 158B, Section 71.

NOTE: Amendments for which the space provided above is not sufficient should be set out on continuation sheets to be numbered 2A, 2B, etc. Continuation sheets shall be on 8½” wide x 11” high paper and must have a left-hand margin 1 inch wide for binding. Only one side should be used.

(MASS. 163 8/16/76)

RESOLVED, that the Corporation’s Articles of Organization be amended to change the Corporation’s name to Ohio-Sealy Mattress Manufacturing Co. Inc.

The foregoing amendment will become effective when these articles of amendment are filed in accordance with Chapter 156B, Section 6 of the General Laws unless these articles specify, in accordance with the vote adopting the amendment, a later effective date not more than thirty days after such filing, in which event the amendment will become effective on such later date.

IN WITNESS WHEREOF AND UNDER THE PENALTIES OF PERJURY, we have hereto signed our names this 12^th day of February, 1979.

/s/ Ronald E. Trzcinski	Ronald E. Trzcinski, Vice President
/s/ Frank J. Cerralvo	Frank J. Cerralvo, Clerk

EX-3.8

EXHIBIT 3.8

Randolph, MA
April 1, 1988

BY-LAWS
OF
OHIO-SEALY MATTRESS MANUFACTURING CO., INC.

ARTICLE I

OFFICES

SECTION 1.1.   Registered Office.  The registered office of the corporation in the Commonwealth of Massachusetts shall be located at 10 Post Office Square, in the City of Boston, and the name of the corporation’s registered agent is C T Corporation System.

SECTION 1.2.   Other Offices.  The corporation may have offices at such other places both within or without the State of Massachusetts as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF STOCKHOLDERS

SECTION 2.1.   Annual Meeting.  The annual meeting of the stockholders of the corporation shall be held at such place and time as the Board of Directors shall fix, on the first Wednesday in April of each year commencing in 1989 or on such other date as the Board shall fix, for the purpose of electing directors and transacting of such other business as may come before the meeting.

SECTION 2.2.   Special Meetings.  Special meetings of the stockholders for any purpose or purposes may be called and the time, date and location thereof designated by the President or the Board of Directors and shall be called by the Clerk.

SECTION 2.3.   Notice of Meetings.  Written notice by the Clerk or an Assistant Clerk stating the time, date and place of each annual or special meeting of stockholders and, the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting.

SECTION 2.4.   Quorum.  The holders of at least a majority of the stock entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business at any meeting of stockholders.  If a quorum shall not be present at any meeting, the persons holding or entitled to vote by proxy a majority of the stock entitled to vote at the meeting present or represented at the meeting may adjourn the meeting without notice other than announcement at the meeting (unless other notice is required by law) to any other time, date and place.  At any such adjourned meeting at which a quorum is present or represented, any business may be transacted that could have been transacted at the original meeting had a quorum been present or represented.

SECTION 2.5.   Action by Consent.  Any action required or permitted to be taken by the stockholders of the corporation may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the stockholders entitled to vote with respect to the subject matter thereof.

ARTICLE III

DIRECTORS

SECTION 3.1.   Number and Election. The number of directors shall be fixed at three (3), and may be increased from time to time by resolution of the Board of Directors, except that whenever there shall be only two stockholders the number of directors shall be not less than two and whenever there shall be only one stockholder there shall be at least one director. Directors shall be elected annually by the stockholders, and the persons receiving the greatest number of votes shall be the directors.  Each director elected shall hold office until the successor of such director is elected and qualified or until the death or resignation of such director or the removal of such director.  Directors need not be residents of the Commonwealth of Massachusetts or stockholders of this corporation.

SECTION 3.2.   Resignation.  Any director may resign by giving written notice to the corporation.  Any such resignation shall take effect at the time of receipt of notice thereof or at any later time specified therein, and, unless expressly required, acceptance of such resignation shall not be necessary to make it effective.

SECTION 3.3.   Vacancies and Newly Created Directorships.  Any vacancy in the Board of Directors (whether resulting from death, resignation, removal or otherwise) and any newly created directorship may be filled by the affirmative vote of a majority of the directors then in office, though less than a quorum.

SECTION 3.4.   Regular Meetings.  An annual meeting of the Board of Directors shall be held, without notice other than this by-law, immediately after, and at the same place as, the annual meeting of stockholders of the corporation.  Additional regular meetings of the Board of Directors may be held without notice at such times, dates and places as may be fixed by the Board of Directors.

SECTION 3.5.   Special Meetings.  Special meetings of the Board of Directors may be called by Chairman of the Board of Directors (if a Chairman shall have been elected), or any two directors, and such meetings shall be held at such time, date and place as shall be designated in the call.  Except as otherwise prescribed by the Business Corporation Law of the Commonwealth of Massachusetts as amended from time to time (the “Massachusetts Statute”) written or actual oral notice of the time, date and place of each special meeting, addressed to each director at such director’s business address, shall be given at least 48 hours prior to such meeting.  Such written notice may be delivered in person, mailed or transmitted by telegram, or, if the addressee has such equipment, by telex or teletype, and shall be deemed to have been given when delivered in person or to the telegraph company, when transmitted on telex or teletype equipment, or 48 hours after deposit in the United States mail postage prepaid.  Any director may waive notice of any meeting.

2

SECTION 3.6.   Quorum.  A majority of the whole Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.  If a quorum shall not be present at any meeting, a majority of the directors present may adjourn the meeting without notice other than announcement at the meeting to any other time, date and place.

Any member of the Board of Directors or of any committee designated by the Board may participate in a meeting of the directors or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and participation in a meeting by means of such equipment shall constitute presence in person at such meeting.

SECTION 3.7.   Presumption of Assent.  Unless otherwise provided by the Massachusetts Statute, a director of the corporation who is present at a meeting of the Board of Directors at which action is taken on any corporate matter shall be presumed to have assented to the action taken unless the dissent of such director shall be entered in the minutes of the meeting or unless such director shall file a written dissent to such action with the person acting as Clerk of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Clerk of the corporation immediately after the adjournment of the meeting.  Such right to dissent shall not apply to a director who voted in favor of such action.

SECTION 3.8.   Action without Meeting.  Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if a written consent thereto is signed by all members of the board or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.

SECTION 3.9.   Executive Committee.  The Board of Directors may, by resolution passed by a majority of the number of directors fixed by these by-laws, designate one or more directors of the corporation to constitute an executive committee, which, to the extent provided in such resolution and by Massachusetts law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers that may require it.

SECTION 3.10.   Other Committees.  The Board of Directors may, by resolution passed by a majority of the number of directors fixed by these by-laws, designate such other committees as it may from time to time determine.  Each such committee shall consist of such number of directors, shall serve for such term and shall have and may exercise, during intervals between meetings of the Board of Directors, such lawfully delegable duties, functions and powers as the Board of Directors may from time to time prescribe.

SECTION 3.11.   Quorum and Manner of Acting—Committees.  The presence of a majority of members of any committee shall constitute a quorum for the transaction of business at any meeting of such committee, and the act of a majority of those present shall be necessary for the taking of any action at such meeting.

3

SECTION 3.12.   Committee Chairman, Books and Records, Etc.  The chairman of each committee shall be selected from among the members of the committee by the Board of Directors.  Each committee shall keep a record of its acts and proceedings, and all actions of each committee shall be reported to the Board of Directors at its next meeting.  Each committee shall fix its own rules of procedure not inconsistent with these by-laws or the resolution of the Board of Directors designating such committee and shall meet at such times and places and upon such call or notice as shall be provided by such rules.

ARTICLE IV

OFFICERS

SECTION 4.1.   Designation of Officers.  The officers of the corporation shall be a President, one or more Vice Presidents (who may be designated by class or function), a Treasurer, a Clerk and such other officers (including Assistant Treasurers and Assistant Clerks) as the Board of Directors may elect.  The Board of Directors may at any time, in its discretion, elect a Chairman of the Board of Directors (the “Chairman”) to be the chief executive officer of the corporation and to have the other powers and duties set forth herein.

SECTION 4.2.   Election and Term.  Each officer shall be elected by the Board of Directors to serve until the successor thereof is elected or until the earlier resignation or removal of such officer.

SECTION 4.3.   Resignation, Removal and Vacancies.  Any officer may resign by giving written notice to the Chairman or the Clerk.  Any such resignation shall take effect at the time of receipt of notice thereof or at any later time specified therein, and, unless expressly required, acceptance of such resignation shall not be necessary to make it effective.  Any officer may be removed, with or without cause, by a majority of the directors then in office, and a vacancy in any office (whether resulting from death, resignation, removal or otherwise) may be filled by the Board of Directors.  The removal of any officer shall be without prejudice to any rights such officer may have under any agreement.

SECTION 4.4.   Chairman.  In the event that the Board of Directors determines to elect a Chairman pursuant to Section 4.1 hereof, the Chairman shall be the chief executive officer of the corporation and shall have authority and responsibility for the general management, direction and overall supervision, subject to the authority of the Board of Directors, of the corporation’s business and affairs and its officers and employees, and shall have the power to appoint, remove and discharge any and all employees of the corporation not elected or appointed directly by the Board of Directors.  The Chairman shall preside at all meetings of the Board of Directors and stockholders and shall have authority to designate the duties and powers of other officers and delegate special powers and duties to specified officers, so long as such designation shall not be inconsistent with any statute, these by-laws or any action of the Board of Directors.  The Chairman shall also have power to execute, and shall execute deeds, mortgages, bonds, contracts or other instruments of the corporation except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors or by the Chairman to some other officer or agent of the corporation.  The Chairman may sign, pursuant to Section 6.1 hereof, certificates for stock

4

of stock of the corporation, the issuance of which shall have been duly authorized by the Board of Directors.  The stock in general shall have all other powers and shall perform all other duties that are normally incident to the chief executive officer of a corporation or as may be prescribed by the Board of Directors from time to time.

SECTION 4.5.   President.  Prior to the time, if any, at which the Board of Directors shall elect a Chairman pursuant to Section 4.1 hereof, the President shall have the duties, responsibilities and powers set forth in Section 4.4 hereof.  In the event that the Board of Directors elects a Chairman, the President, under the Chairman, and subject to the authority of the Board of Directors and the Chairman, shall be the chief operating officer of the corporation and shall be charged with implementing the policies of the corporation as determined by the Chairman and the Board of Directors.  In the event that the Chairman, due to absence or any other cause, shall refuse or be unable at any time to attend to or to perform the duties of Chairman as above prescribed, the President shall perform the duties of the Chairman.  The President may sign, pursuant to Section 6.1 hereof, certificates for stock of stock in the corporation, the issuance of which shall have been duly authorized by the Board of Directors.  The President shall have such other powers and duties as the Board of Directors or the Chairman (if a Chairman shall have been elected) may from time to time determine.

SECTION 4.6.   Vice Presidents.  In the absence of the President, or in the event of the President’s inability or refusal to act, the Vice Presidents, in order of their rank as fixed by the Board of Directors or, if not ranked, the Vice President designated by the Board of Directors or the Chairman (if a Chairman shall have been elected), shall perform all duties of the President and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President.  The Vice Presidents shall have such other powers and perform such other duties, not inconsistent with statute, these by-laws, or any action of the Board of Directors, as from time to time may be prescribed for them, respectively, by the Board of Directors or the Chairman (if a Chairman shall have been elected), which may include the execution of deeds, mortgages, bonds, contracts or other instruments of the corporation.  Any Vice President may sign, pursuant to Section 6.1 hereof, certificates for stock of stock of the corporation, the issuance of which shall have been duly authorized by the Board of Directors.

SECTION 4.7.   Treasurer.  The Treasurer shall: (a) be responsible to the Board of Directors for the receipt, custody and disbursement of all funds and securities of the corporation; (b) receive and give receipts for funds due and payable to the corporation from any source whatsoever and deposit all such funds in the name of the corporation in such banks, trust companies or other depositories as shall from time to time be selected in accordance with the provisions of Section 5.2 of these by-laws; (c) disburse the funds of the corporation as ordered by the Board of Directors or the Chairman or as otherwise required in the conduct of the business of the corporation; (d) render to the Chairman or the Board of Directors, upon request, an account of all transactions of such officer as Treasurer and of the financial condition of the corporation; and (e) in general, perform all the duties normally incident to the office of Treasurer and such other duties as may from time to time be assigned by the Chairman (if a Chairman shall have been elected), the President, the Board of Directors or these by-laws.  The Treasurer may sign, pursuant to Section 6.1 hereof, certificates for stock of stock of the corporation, the issuance of which shall have been duly authorized by resolution of the Board of Directors.  The Treasurer may delegate such details of the performance of duties of the office of Treasurer as

5

may be appropriate in the exercise of reasonable care to one or more persons in the place of such officer, but shall not thereby be relieved of responsibility for the performance of such duties.

SECTION 4.8.   Clerk.  The Clerk shall:  (a) keep the minutes of the meetings of the stockholders, the Board of Directors and committees of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) have charge of the corporate records and of the seal of the corporation; (d) affix the seal of the corporation or a facsimile thereof, or cause the same to be affixed, to all certificates for stock prior to the issue thereof and to all documents the execution of which on behalf of the corporation under its seal is duly authorized by the Board of Directors or otherwise in accordance with the provisions of these by-laws; (e) keep a register of the post office addresses of each stockholder, director and committee member that shall from time to time be furnished to the Clerk by such stockholder, director or member; (f) sign, pursuant to Section 6.1 hereof, certificates for stock of stock of the corporation, the issuance of which shall have been duly authorized by resolution of the Board of Directors; (g) have general charge of the stock transfer books of the corporation; and (h) in general, perform all duties normally incident to the office of Clerk and such other duties as may from time to time be assigned by the Chairman (if a Chairman shall have been elected), the President or the Board of Directors.  The Clerk may delegate such details of the performance of the duties of the office of Clerk as may be appropriate in the exercise of reasonable care to one or more persons in the place of such officer, but shall not thereby be relieved of responsibility for the performance of such duties.

SECTION 4.9.   Assistant Treasurers and Assistant Clerks.  The Assistant Treasurers and Assistant Clerks, if any, shall perform all functions and duties that may be assigned to them by the Treasurer or Clerk, respectively, or by the Chairman (if a Chairman shall have been elected), the President or the Board of Directors.  If authorized by the Treasurer or the Clerk, as the case may be, any Assistant Treasurer or Assistant Clerk may sign, pursuant to Section 6.1 hereof certificates for stock of the corporation in place of the Treasurer or Clerk, respectively.

SECTION 4.10.   Other Officers.  The Board of Directors may from time to time elect such other officers to perform such duties and responsibilities as it shall prescribe.

SECTION 4.11.   Salaries.  The compensation of the officers of the corporation shall be fixed from time to time by the Board of Directors or by such officer as it shall designate for such purpose or as it shall otherwise direct.  No officer shall be prevented from receiving a salary or other compensation by reason of the fact that such officer is also a director of the corporation.

ARTICLE V

CHECKS AND DEPOSITS

SECTION 5.1.   Checks, Drafts, etc.  All checks, demands, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers or agent or agents of the corporation, and in such manner, as shall from time to time be authorized by the Board of Directors.

6

SECTION 5.2.   Deposits.  All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE VI

SHARE RECORDS AND TRANSFERS

SECTION 6.1.   Share Certificates.  Every stockholder shall be entitled to have a certificate in such form as the Board of Directors shall from time to time approve, signed on behalf of the corporation by the President or any elected Vice President, and by the Treasurer or the Clerk (or, if so authorized, any Assistant Treasurer or Assistant Clerk) certifying the number of stock held of record by such stockholder.

SECTION 6.2.   Record Ownership.  A record of the name and address of the holder of each certificate, the number of stock represented thereby, and the date of issue thereof shall be made on the corporation’s books.  The corporation shall be entitled to treat the holder of record of any share or stock of stock as the holder in fact thereof, and shall not be bound to recognize any equitable or other claim to or interest in any share on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by the laws of Massachusetts.

SECTION 6.3.   Lost Certificates.  Any person claiming a share certificate in lieu of one lost, stolen, mutilated or destroyed shall give the corporation an affidavit as to its loss, theft, mutilation or destruction.  Such holder shall also, if required by the Board of Directors, give the corporation a bond, in such form and amount as may be approved by the Board of Directors (or any agent of the corporation to which authority for such approval shall have been delegated by the Board) sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft, mutilation or destruction of the certificate or the issuance of a new certificate.

SECTION 6.4.   Transfer of Stock.  Transfer of stock of stock shall be made on the books of the corporation only by direction of the person named in the certificate or such person’s attorney, lawfully constituted in writing, and only upon the surrender for cancellation of the certificate therefor, duly endorsed or accompanied by a written assignment of the stock evidenced thereby.

SECTION 6.5.   Transfer Agent and Registrar.  The corporation may appoint one or more transfer offices or agencies, each in charge of a transfer agent designated by the Board of Directors (who shall have custody, subject to the direction of the Clerk, of the original stock ledger and stock records of the corporation) where the stock of the capital stock of the corporation of any class or series specified in such appointment shall be registered.  The corporation may also appoint one or more registry offices, each in charge of a registrar designated by the Board of Directors, where its stock of any class or series specified in such appointment shall be registered.  Except as otherwise provided by resolution of the Board of Directors with respect to temporary certificates, no certificate for stock of capital stock of the

7

corporation for which a transfer agent or registrar has been appointed shall be valid unless countersigned by such transfer agent and registered by such registrar authorized as aforesaid.

SECTION 6.6.   Restrictions on Transfer.  Any stockholder may enter into an agreement with other stockholders or with the corporation providing for reasonable limitation or restriction on the right of such stockholder to transfer stock of capital stock of the corporation held by such stockholder, including, without limiting the generality of the foregoing, agreements granting to such other stockholders or to the corporation the right to purchase for a given period of time any of such stock.  Any such limitation or restriction on the transfer of stock of this corporation may be set forth on certificates representing stock of capital stock, in which case the corporation or the transfer agent shall not be required to transfer such stock upon the books of the corporation without receipt of satisfactory evidence of compliance with the terms of such limitation or restriction.

ARTICLE VII

GENERAL PROVISIONS

SECTION 7.1.   Fiscal Year.  The fiscal year of the corporation shall end on November 30 of each year.

SECTION 7.2.   Voting of Securities.  Subject to control and direction of the Board of Directors, the Chairman of the Board (if a Chairman shall have been elected) or such other person as the Board of Directors may designate for such purpose either generally or in any particular instance, shall have full power and authority, in the name and on behalf of the corporation, to attend, act and vote at any meeting of security holders of any company in which the corporation may hold any securities, or to consent as a security holder to any action proposed to be taken by such company.  At any such meeting, or in connection with any such action, the Chairman of the Board (if a Chairman shall have been elected) or such other person shall possess and may exercise any and all rights and powers incident to the ownership of such securities which, as the holder thereof, the corporation might possess and exercise, and such person may exercise such power and authority through the execution of proxies or written consents or may delegate such power and authority to any other officer, agent or employee of the corporation.

SECTION 7.3.   Amendments to By-Laws.  These by-laws may be altered or repealed by the stockholders of the corporation.

ARTICLE VIII

INDEMNIFICATION AND INSURANCE

SECTION 8.1.   Right to Indemnification.  Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust

8

or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the corporation to the fullest extent authorized by the Massachusetts Statute, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 8.2, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the corporation.  The right to indemnification conferred in this Section 8.1 shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Massachusetts Statute requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under Section 8.2 or otherwise.  The corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

SECTION 8.2.   Right of Claimant to Bring Suit.  If a claim under Section 8.1 is not paid in full by the corporation within thirty days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim.  It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the Massachusetts Statute for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation.  Neither the failure of the corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Massachusetts Statute, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

9

SECTION 8.3.   Non-Exclusivity of Rights.  The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article VIII shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

SECTION 8.4.   Insurance.  The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Massachusetts Statute.

10

EX-3.9

Exhibit 3.9

ARTICLES OF INCORPORATION

OF

SEALY MATTRESS CO., OF GEORGIA, INC.

I.

The name of the corporation is Sealy Mattress Co., of Georgia, Inc.

II.

The general nature of the business or businesses to be transacted by the corporation are as follows:

To buy, sell, own, lease, rent, repair, store, design, manufacture, construct and otherwise deal in personal and real property of every nature and sort at wholesale and retail including primarily, but not limited to mattresses, springs, bedding, fabrics, cloth, materials, articles and commodities.

To own real estate, borrow money, lend money, buy, sell and guarantee the obligation of others and conduct a financing, brokerage, discount and factoring business in connection with the foregoing or otherwise.

In general, to carry on any other business in connection with the foregoing, and to have and exercise all the powers conferred by the laws of the State of Georgia upon corporations formed pursuant thereto.

III.

The authorized capital stock of the corporation shall be $2,500,000.00 which shall consist of 25,000 shares of One Hundred Dollars ($100.00) par value common stock.

IV.

The amount of capital with which the corporation will begin business is not less than Five Hundred Dollars ($500.00).

V.

The corporation is to have perpetual existence.

VI.

The address of the initial registered office of the corporation shall be 2400 First National Bank Tower, Atlanta, Georgia 30303, located in Fulton County, and the initial registered agent of the corporation shall be Robert I. Paller.

VII.

The number of directors constituting the first Board of Directors shall be three (3) and the name and street address of each member of the first Board of Directors is:

DIRECTORS	STREET ADDRESSES
Ernest M. Wuliger	800 National City E. 6th Bldg. Euclid & E. 6th Streets Cleveland, Ohio 44114
Stephen P. Owendorff	800 National City E. 6th Bldg. Euclid & E. 6th Streets Cleveland, Ohio 44114
N. Herschel Koblenz	800 National City E. 6th Bldg. Euclid & E. 6th Streets Cleveland, Ohio 44114

2

VIII.

The name and street address of each incorporator of the corporation is as follows:

NAMES	STREET ADDRESSES
Theodore H. Milby	2400 First National Bank Tower 2 Peachtree Street, N.W. Atlanta, Georgia 30303

IX.

The Board of Directors of the corporation may, from time to time and at its discretion, distribute a portion of the assets of the corporation to its shareholders out of the surplus of the corporation.

X.

The Board of Directors of the corporation may, from time to time and at its discretion, cause the corporation to purchase its own shares to the extent of unreserved and unrestricted capital surplus available for said purchase.  Provided that no shares so repurchased and held by the corporation shall be voted.

IN WITNESS WHEREOF, the undersigned has executed these Articles of Incorporation on January 18, 1974.

/s/ Theodore H. Milby

Theodore H. Milby, Incorporator

3

EX-3.10

EXHIBIT 3.10

April 1, 1988

BY-LAWS
OF
OHIO-SEALY MATTRESS MANUFACTURING CO.

ARTICLE I

OFFICES

SECTION 1.1.   Registered Office.  The registered office of the corporation in the State of Georgia shall be located at 2 Peachtree Street, N.W., in the City of Atlanta, and the name of the corporation’s registered agent is C T Corporation System.

SECTION 1.2.   Other Offices.  The corporation may have offices at such other places both within or without the State of Georgia as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II
MEETINGS OF SHAREHOLDERS

SECTION 2.1.   Annual Meeting.  The annual meeting of the shareholders of the corporation shall be held at such place and time as the Board of Directors shall fix, on the first Wednesday in April of each year commencing in 1989 or on such other date as the Board shall fix, for the purpose of electing directors and transacting of such other business as may come before the meeting.

SECTION 2.2.   Special Meetings.  Special meetings of the shareholders for any purpose or purposes may be called and the time, date and location thereof designated by the Board of Directors or the Chairman of the Board of Directors (if a Chairman of the Board of Directors shall have been elected).

SECTION 2.3.   Notice of Meetings.  Written notice stating the time, date and place of each annual or special meeting of shareholders and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than fifty days before the date of the meeting.

SECTION 2.4.   Quorum.  The holders of at least a majority of the shares entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business at any meeting of shareholders. If a quorum shall not be present at any meeting, the persons holding or entitled to vote by proxy a majority of the shares entitled to vote at the meeting present or represented at the meeting may adjourn the meeting without notice other than announcement at the meeting (unless other notice is required by law) to any other time, date and place.  At any such adjourned meeting at which a quorum is present or represented, any business may be transacted that could have been transacted at the original meeting had a quorum been present or represented.

SECTION 2.5.   Action by Consent.  Any action required or permitted to be taken by the shareholders of the corporation may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE III
DIRECTORS

SECTION 3.1.   Number and Election.  The number of directors shall be fixed at three (3), but may be increased or decreased from time to time by resolution of the Board of Directors, provided, that at no time shall the number of directors be less than one (1), and no decrease shall have the effect of shortening the term of any incumbent director.  Directors shall be elected annually by the shareholders, and the persons receiving the greatest number of votes shall be the directors. Each director elected shall hold office until the successor of such director is elected and qualified or until the death or resignation of such director or the removal of such director.  Directors need not be residents of the State of Georgia or shareholders of this corporation.

SECTION 3.2.   Resignation.  Any director may resign by giving written notice to the corporation.  Any such resignation shall take effect at the time of receipt of notice thereof or at any later time specified therein, and, unless expressly required, acceptance of such resignation shall not be necessary to make it effective.

SECTION 3.3.   Vacancies and Newly Created Directorships.  Any vacancy in the Board of Directors (whether resulting from death, resignation, removal or otherwise) and any newly created directorship may be filled by the affirmative vote of a majority of the directors then in office, though less than a quorum.

SECTION 3.4.   Regular Meetings.  An annual meeting of the Board of Directors shall be held, without notice other than this by-law, immediately after, and at the same place as, the annual meeting of shareholders of the corporation.  Additional regular meetings of the Board of Directors may be held without notice at such times, dates and places as may be fixed by the Board of Directors.

SECTION 3.5.   Special Meetings.  Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors (if a Chairman shall have been elected), or any two directors, and such meetings shall be held at such time, date and place as shall be designated in the call. Except as otherwise prescribed by the Georgia Business Corporation Code of the State of Georgia as amended from time to time (the “Georgia Statute”) written or actual oral notice of the time, date and place of each special meeting, addressed to each director at such director’s business address, shall be given at least 48 hours prior to such meeting. Such written notice may be delivered in person, mailed or transmitted by telegram, or, if the addressee has such equipment, by telex or teletype, and shall be deemed to have been given when delivered in person or to the telegraph company, when transmitted on telex or teletype equipment, or 48 hours after deposit in the United States mail postage prepaid.  Any director may waive notice of any meeting.

2

SECTION 3.6.   Quorum.  A majority of the whole Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.  If a quorum shall not be present at any meeting, a majority of the directors present may adjourn the meeting without notice other than announcement at the meeting to any other time, date and place.

Any member of the Board of Directors or of any committee designated by the Board may participate in a meeting of the directors or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by means of such equipment shall constitute presence in person at such meeting.

SECTION 3.7.   Presumption of Assent.  Unless otherwise provided by the Georgia Statute, a director of the corporation who is present at a meeting of the Board of Directors at which action is taken on any corporate matter shall be presumed to have assented to the action taken unless the dissent of such director shall be entered in the minutes of the meeting or unless such director shall file a written dissent to such action with the person acting as Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

SECTION 3.8.   Action Without Meeting.  Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, maybe taken without a meeting, if a written consent thereto is signed by all members of the board or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.

SECTION 3.9.   Executive Committee.  The Board of Directors may, by resolution passed by a majority of the number of directors fixed by these by-laws, designate two or more directors of the corporation to constitute an executive committee, which, to the extent provided in such resolution and by Georgia law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers that may require it.

SECTION 3.10.   Other Committees.  The Board of Directors may, by resolution passed by a majority of the number of directors fixed by these by-laws, designate such other committees as it may from time to time determine.  Each such committee shall consist of such number of directors, shall serve for such term and shall have and may exercise, during intervals between meetings of the Board of Directors, such lawfully delegable duties, functions and powers as the Board of Directors may from time to time prescribe.

SECTION 3.11.   Quorum and Manner of Acting — Committees.  The presence of a majority of members of any committee shall constitute a quorum for the transaction of business at any meeting of such committee, and the act of a majority of those present shall be necessary for the taking of any action at such meeting.

3

SECTION 3.12.   Committee Chairman, Books and Records, Etc.  The chairman of each committee shall be selected from among the members of the committee by the Board of Directors.  Each committee shall keep a record of its acts and proceedings, and all actions of each committee shall be reported to the Board of Directors at its next meeting.  Each committee shall fix its own rules of procedure not inconsistent with these by-laws or the resolution of the Board of Directors designating such committee and shall meet at such times and places and upon such call or notice as shall be provided by such rules.

ARTICLE IV
OFFICERS

SECTION 4.1.   Designation of Officers.  The officers of the corporation shall be a President, one or more Vice Presidents (who may be designated by class or function), a Treasurer, a Secretary and such other officers (including Assistant Treasurers and Assistant Secretaries) as the Board of Directors may elect.  The Board of Directors may at any time, in its discretion, elect a Chairman of the Board of Directors (the “Chairman”) to be the chief executive officer of the corporation and to have the other powers and duties set forth herein.

SECTION 4.2.   Election and Term.  Each officer shall be elected by the Board of Directors to serve until the successor thereof is elected or until the earlier resignation or removal of such officer.

SECTION 4.3.   Resignation, Removal and Vacancies.  Any officer may resign by giving written notice to the Chairman or the Secretary.  Any such resignation shall take effect at the time of receipt of notice thereof or at any later time specified therein, and, unless expressly required, acceptance of such resignation shall not be necessary to make it effective.  Any officer may be removed, with or without cause, by a majority of the directors then in office, and a vacancy in any office (whether resulting from death, resignation, removal or otherwise) may be filled by the Board of Directors.  The removal of any officer shall be without prejudice to any rights such officer may have under any agreement.

SECTION 4.4.   Chairman.  In the event that the Board of Directors determines to elect a Chairman pursuant to Section 4.1 hereof, the Chairman shall be the chief executive officer of the corporation and shall have authority and responsibility for the general management, direction and overall supervision, subject to the authority of the Board of Directors, of the corporation’s business and affairs and its officers and employees, and shall have the power to appoint, remove and discharge any and all employees of the corporation not elected or appointed directly by the Board of Directors.  The Chairman shall preside at all meetings of the Board of Directors and shareholders and shall have authority to designate the duties and powers of other officers and delegate special powers and duties to specified officers, so long as such designation shall not be inconsistent with any statute, these by-laws or any action of the Board of Directors.  The Chairman shall also have power to execute, and shall execute deeds, mortgages, bonds, contracts or other instruments of the corporation except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors or by the Chairman to some other officer or agent of the corporation.  The Chairman may sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by the

4

Board of Directors.  The stock in general shall have all other powers and shall perform all other duties that are normally incident to the chief executive officer of a corporation or as may be prescribed by the Board of Directors from time to time.

SECTION 4.5.   President.  Prior to the time, if any, at which the Board of Directors shall elect a Chairman pursuant to Section 4.1 hereof, the President shall have the duties, responsibilities and powers set forth in Section 4.4 hereof.  In the event that the Board of Directors elects a Chairman, the President, under the Chairman, and subject to the authority of the Board of Directors and the chairman, shall be the chief operating officer of the corporation and shall be charged with implementing the policies of the corporation as determined by the Chairman and the Board of Directors.  In the event that the Chairman, due to absence or any other cause, shall refuse or be unable at any time to attend to or to perform the duties of Chairman as above prescribed, the President shall perform the duties of the Chairman.  The President may sign, pursuant to Section 6.1 hereof, certificates for shares of stock in the corporation, the issuance of which shall have been duly authorized by the Board of Directors.  The President shall have such other powers and duties as the Board of Directors or the Chairman (if a Chairman shall have been elected) may from time to time determine.

SECTION 4.6.   Vice Presidents.  In the absence of the President, or in the event of the President’s inability or refusal to act, the Vice Presidents, in order of their rank as fixed by the Board of Directors or, if not ranked, the Vice President designated by the Board of Directors or the Chairman (if a Chairman shall have been elected), shall perform all duties of the President and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President.  The Vice Presidents shall have such other powers and perform such other duties, not inconsistent with statute, these by-laws, or any action of the Board of Directors, as from time to time may be prescribed for them, respectively, by the Board of Directors or the Chairman (if a Chairman shall have been elected), which may include the execution of deeds, mortgages, bonds, contracts or other instruments of the corporation.  Any Vice President may sign, pursuant to Section 6.1 hereof; certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by the Board of Directors.

SECTION 4.7.   Treasurer.  The Treasurer shall:  (a) be responsible to the Board of Directors for the receipt, custody and disbursement of all funds and securities of the corporation; (b) receive and give receipts for funds due and payable to the corporation from any source whatsoever and deposit all such funds in the name of the corporation in such banks, trust companies or other depositories as shall from time to time be selected in accordance with the provisions of Section 5.2 of these by-laws; (c) disburse the funds of the corporation as ordered by the Board of Directors or the Chairman or as otherwise required in the conduct of the business of the corporation; (d) render to the Chairman or the Board of Directors, upon request, an account of all transactions of such officer as Treasurer and of the financial condition of the corporation; and (e) in general, perform all the duties normally incident to the office of Treasurer and such other duties as may from time to time be assigned by the Chairman (if a Chairman shall have been elected), the President, the Board of Directors or these by-laws. The Treasurer may sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by resolution of the Board of Directors.  The Treasurer may delegate such details of the performance of duties of the office of Treasurer as

5

may be appropriate in the exercise of reasonable care to one or more persons in the place of such officer, but shall not thereby be relieved of responsibility for the performance of such duties.

SECTION 4.8.   Secretary.  The Secretary shall:  (a) keep the minutes of the meetings of the shareholders, the Board of Directors and committees of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required-by law; (c) have charge of the corporate records and of the seal of the corporation; (d) affix the seal of the corporation or a facsimile thereof, or cause the same to be affixed, to all certificates for shares prior to the issue thereof and to all documents the execution of which on behalf of the corporation under its seal is duly authorized by the Board of Directors or otherwise in accordance with the provisions of these by-laws; (e) keep a register of the post office addresses of each shareholder, director and committee member that shall from time to time be furnished to the Secretary by such shareholder, director or member; (f) sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by resolution of the Board of Directors; (g) have general charge of the stock transfer books of the corporation; and (h) in general, perform all duties normally incident to the office of Secretary and such other duties as may from time to time be assigned by the Chairman (if a Chairman shall have been elected), the President or the Board of Directors.  The Secretary may delegate such details of the performance of the duties of the office of Secretary as may be appropriate in the exercise of reasonable care to one or more persons in the place of such officer, but shall not thereby be relieved of responsibility for the performance of such duties.

SECTION 4.9.   Assistant Treasurers and Assistant Secretaries.  The Assistant Treasurers and Assistant Secretaries, if any, shall perform all functions and duties that may be assigned to them by the Treasurer or Secretary, respectively, or by the Chairman (if a Chairman shall have been elected), the President or the Board of Directors.  If authorized by the Treasurer or the Secretary, as the case may be, any Assistant Treasurer or Assistant Secretary may sign, pursuant to Section 6.1 hereof, certificates for shares of the corporation in place of the Treasurer or Secretary, respectively.

SECTION 4.10.   Other Officers.  The Board of Directors may from time to time elect such other officers to perform such duties and responsibilities as it shall prescribe.

SECTION 4.11.   Salaries.  The compensation of the officers of the corporation shall be fixed from time to time by the Board of Directors or by such officer as it shall designate for such purpose or as it shall otherwise direct.  No officer shall be prevented from receiving a salary or other compensation by reason of the fact that such officer is also a director of the corporation.

ARTICLE V
CHECKS AND DEPOSITS

SECTION 5.1.   Checks, Drafts, Etc.  All checks, demands, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers or agent or agents of the corporation, and in such manner, as shall from time to time be authorized by the Board of Directors.

6

SECTION 5.2.   Deposits.  All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE VI
SHARE RECORDS AND TRANSFERS

SECTION 6.1.   Share Certificates.  Every shareholder shall be entitled to have a certificate in such form as the Board of Directors shall from time to time approve, signed on behalf of the corporation by the President or any elected Vice President, and by the Treasurer or the Secretary (or, if so authorized, any Assistant Treasurer or Assistant Secretary) certifying the number of shares held of record by such shareholder.

SECTION 6.2.   Record Ownership.  A record of the name and address of the holder of each certificate, the number of shares represented thereby, and the date of issue thereof shall be made on the corporation’s books.  The corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof, and shall not be bound to recognize any equitable or other claim to or interest in any share on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by the laws of Georgia.

SECTION 6.3.   Lost Certificates.  Any person claiming a share certificate in lieu of one lost, stolen, mutilated or destroyed shall give the corporation an affidavit as to its loss, theft, mutilation or destruction.  Such holder shall also, if required by the Board of Directors, give the corporation a bond, in such form and amount as may be approved by the Board of Directors (or any agent of the corporation to which authority for such approval shall have been delegated by the Board) sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft, mutilation or destruction of the certificate or the issuance of a new certificate.

SECTION 6.4.   Transfer of Shares.  Transfer of shares of stock shall be made on the books of the corporation only by direction of the person named in the certificate or such person’s attorney, lawfully constituted in writing, and only upon the surrender for cancellation of the certificate therefor, duly endorsed or accompanied by a written assignment of the shares evidenced thereby.

SECTION 6.5.   Transfer Agent and Registrar.  The corporation may appoint one or more transfer offices or agencies, each in charge of a transfer agent designated by the Board of Directors (who shall have custody, subject to the direction of the Secretary, of the original stock ledger and stock records of the corporation) where the shares of the capital stock of the corporation of any class or series specified in such appointment shall be registered.  The corporation may also appoint one or more registry offices, each in charge of a registrar designated by the Board of Directors, where its stock of any class or series specified in such appointment shall be registered. Except as otherwise provided by resolution of the Board of Directors with respect to temporary certificates, no certificate for shares of capital stock of the corporation for which a transfer agent or registrar has been appointed shall be valid unless countersigned by such transfer agent and registered by such registrar authorized as aforesaid.

7

SECTION 6.6.   Restrictions on Transfer.  Any shareholder may enter into an agreement with other shareholders or with the corporation providing for reasonable limitation or restriction on the right of such shareholder to transfer shares of capital stock of the corporation held by such shareholder, including, without limiting the generality of the foregoing, agreements granting to such other shareholders or to the corporation the right to purchase for a given period of time any of such shares.  Any such limitation or restriction on the transfer of shares of this corporation may be set forth on certificates representing shares of capital stock, in which case the corporation or the transfer agent shall not be required to transfer such shares upon the books of the corporation without receipt of satisfactory evidence of compliance with the terms of such limitation or restriction.

ARTICLE VII
GENERAL PROVISIONS

SECTION 7.1.   Fiscal Year.  The fiscal year of the corporation shall end on November 30 of each year.

SECTION 7.2.   Voting of Securities.  Subject to control and direction of the Board of Directors, the Chairman of the Board (if a Chairman shall have been elected) or such other person as the Board of Directors may designate for such purpose either generally or in any particular instance shall have full power and authority, in the name and on behalf of the corporation, to attend, act and vote at any meeting of security holders of any company in which the corporation may hold any securities, or to consent as a security holder to any action proposed to be taken by such, company.  At any such meeting, or in connection with any such action, the Chairman of the Board (if a Chairman shall have been elected) or such other person shall possess and may exercise any and all rights and powers incident to the ownership of such securities which, as the holder thereof, the corporation might possess and exercise, and such person may exercise such power and authority through the execution of proxies or written consents or may delegate such power and authority to any other officer, agent or employee of the corporation.

SECTION 7.3.   Amendments to By-Laws.  These by-laws may be altered or repealed by the shareholders or the Board of Directors.

ARTICLE VIII
INDEMNIFICATION AND INSURANCE

SECTION 8.1.   Right to Indemnification.  Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the corporation to the fullest extent authorized by the Georgia Statute, as the same exists or may hereafter be amended (but, in the case of any such amendment,

8

only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 8.2, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the corporation.  The right to indemnification conferred in this Section 8.1 shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Georgia Statute requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under Section 8.2 or otherwise.  The corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

SECTION 8.2.   Right of Claimant to Bring Suit.  If a claim under Section 8.1 is not paid in full by the corporation within thirty days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim.  It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the Georgia Statute for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation.  Neither the failure of the corporation (including its Board of Directors, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Georgia Statute, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel, or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

SECTION 8.3.   Non-Exclusivity of Rights.  The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article VIII shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, by-law, agreement, vote of shareholders or disinterested directors or otherwise.

9

SECTION 8.4.   Insurance.  The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Georgia Statute.

10

EX-3.11

EXHIBIT 3.11

ARTICLES OF INCORPORATION
OF

BROWN RELIABLE BEDDING COMPANY

(Company, Corporation or Incorporated)

These Articles of Incorporation are signed and acknowledged by the incorporators for the purpose of forming a corporation for profit under the provisions of Act No. 327 of the Public Acts of 1931, known as the Michigan General Corporation Act, as follows:

ARTICLE I.

The name of the corporation is Brown Reliable Bedding Company.

ARTICLE II.

The purpose or purposes of this corporation are as follows:

To manufacture, buy, sell and generally deal in mattresses, studio couches, divans, studio lounge beds, sofa beds, chairs, bed springs, box springs, foundation units, pillows, cushions, comforts, similar and related articles, all articles, materials and supplies used in connection with the manufacture of any of the foregoing items and all other types of furniture; and to acquire by purchase, lease or otherwise and to own, sell, lease, mortgage, convey, improve and operate such real estate, factories, buildings and manufactories for the production and storage of all the products mentioned above, as may be required.

(In general to carry on any business in connection therewith and incident thereto not forbidden by the laws of the State of Michigan and with all the powers conferred upon corporations by the laws of the State of Michigan.)

ARTICLE III.

Location of the corporation is:

3818 Beaubien               Detroit,                   Wayne                                   Michigan

(No.)    (Street)             (City)                    (County)                                 (State)

Address of the registered office in Michigan is:

3818 Beaubien              Detroit                    Wayne	Michigan
(No.)    (Street)              (City)                    (County)

ARTICLE IV.

The total authorized capital stock is

(1)  {	Preferred _________________ shs.	} {	Par Value $______________	}per share
	Common 200,000                      shs.		Par Value $1.00

		{	Book value $_________________	} per share
			Price fixed for sale $___________
and/or shs. of (2)     {	Preferred _________	}no par value {
	Common _________		Book value $_________________	} per share
			Price fixed for sale $___________

(3)  The following is a description of each class of stock of the corporation with the voting powers, preferences and rights and qualifications, limitations or restrictions thereof:

All voting rights and rights of every description shall be vested solely in the Common Stock.

The amount of paid in capital with which this corporation will begin business is $81,000.00

(This must not be less than $1,000.00)

ARTICLE V.

The names and places of residence or business of each of the incorporators and the number and class of shares subscribed for by each are as follows:

		Residence or Business Address		Number of Shares
Names	(No.)	(Street)	(City)(State)	Common	Preferred	Non-Par
Peter D. Brown	17,385	Northlawn Ave.	Detroit, Mich.	27,000
Samuel Brown	746	Collingwood Ave	Detroit, Mich.	27,000
H. King Brown	18,045	Indiana Ave.	Detroit, Mich.	27,000

ARTICLE VI.

The name and addresses of the First Broad of Directors are as follows:

		Residence or Business Address
Names	(No.)	(Street)	(City)(State)
Peter D. Brown	17,385	Northlawn Ave.	Detroit, Mich.
Samuel Brown	746	Collingwood Ave	Detroit, Mich.
H. King Brown	18,045	Indiana Ave.	Detroit, Mich.

ARTICLE VII.

The term of this corporation is fixed at thirty years.

2

ARTICLE VIII.

(Here insert any desired additional provisions authorized by the Act.)

None.

ARTICLE IX.

Whenever a compromise or arrangement or any plan of reorganization of this corporation is proposed between this corporation and its creditors or any class of them and/or between this corporation and its shareholders or any class of them, any court of equity jurisdiction within the state of Michigan, may on the application of this corporation or of any creditor or any shareholder thereof, or on the application of any receiver or receivers appointed for this corporation, order a meeting of the creditors or class of creditors, and/or of the shareholders or class of shareholders, as the case may be, to be affected by the proposed compromise or arrangement or reorganization, to be summoned in such manner as said court directs.  If a majority in number representing three-fourths (3/4) in value of the creditors or class of creditors, and/or of the shareholders or class of shareholders, as the case may be, to be affected by the proposed compromise or arrangement or reorganization, agree to any compromise or arrangement or to any reorganization of this corporation as a consequence of such compromise or arrangement, said compromise or arrangement and said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the shareholders or class of shareholders, as the case may be, and also on this corporation.

IN WITNESS WHEREOF the incorporators have signed these Articles of Incorporation, this 8^th day of August A.D. 1946.

/s/  Peter D. Brown                                                      

/s/  Samuel Brown                                                       

/s/  H. King Brown                                                      

State of Michigan	)
	)	ss.
County of Wayne	)

On this 8^th day of August A.D. 1946 before me, a Notary Public in and for said County, personally appeared Peter D. Brown, Samuel Brown and H. King Brown known to me to be the persons named in, and who executed the foregoing instrument, and severally acknowledged that they executed the same freely and for the intents and purposes therein mentioned.

___________________________________

        (Signature of Notary)

Notary Public for Wayne County, State of Michigan.

My commission expires Dec. 9, 1949

3

APPOINTMENT OF RESIDENT AGENT
OF THE

BROWN RELIABLE BEDDING COMPANY

P.O. ADDRESS 3818 Beaubien Street, Detroit, Mich.

At a meeting of the Incorporators or Directors of the

Brown Reliable Bedding Company

(Corporate Name)

duly called and held at the office of the company on the 8^th day of August, 1946, the following resolution was adopted:

RESOLVED, That	Peter D. Brown
	(Name of Agent)

be and is hereby appointed the resident agent for this Company in charge of its registered office located at 3818 Beaubien Street in the City of Detroit, State of Michigan.

BROWN RELIABLE BEDDING COMPANY
	(Corporate Name)
By	/s/  Peter D. Brown
	(President)
	/s/  H. King Brown
	(Secretary or Assistant Secretary)

STATE OF MICHIGAN	)
	) ss.
COUNTY OF WAYNE	)

On this 8^th day of August, 1946, before me a Notary Public in and for said County, personally appeared Peter D. Brown of the Brown Reliable Bedding Company known to me to be the person named in, and who executed the foregoing instrument, and acknowledged that he executed the same freely and for the intents and purposes therein mentioned.

Notary Public for Wayne County, State of Michigan.

My commission expires December 9, 1949.

RESOLUTION CHANGING REGISTERED OFFICE
OF

BROWN RELIABLE BEDDING COMPANY

(Corporate Name)

IT IS HEREBY CERTIFIED, pursuant to the provisions of Section 79 of Act No. 327, Public Acts of 1931, as amended, that at a meeting of the board of directors of

BROWN RELIABLE BEDDING COMPANY,

(Corporate Name)

a Michigan corporation, duly held on the 1^st day of September, A.D. 1948, said board duly adopted the following resolution:

“IT IS HEREBY RESOLVED, that the location of the registered office of BROWN RELIABLE BEDDING COMPANY within the State of Michigan is hereby changed from 3818 Beaubien Street, Detroit 1, County of Wayne, Michigan, to 5914 Federal Avenue, Detroit 9, County of Wayne, Michigan, and that Peter D. Brown is resident agent of this corporation in charge of its registered office as hereby changed and designated.

IN WITNESS WHEREOF, we have hereunto set our official signatures this 25^th day of July, A.D. 1951.

BROWN RELIABLE BEDDING COMPANY
	(Corporate Name)
By	/s/  Peter D. Brown
	(President)
	/s/  H. King Brown
	(Secretary)

STATE OF MICHIGAN	)
	) ss.
COUNTY OF WAYNE	)

On this 25^th day of July, 1951, before me a Notary Public in and for said County, personally appeared PETER D. BROWN of the BROWN RELIABLE BEDDING COMPANY known to me to be the person named in, and who executed the foregoing instrument, and acknowledged that he executed the same freely and for the intents and purposes therein mentioned.

/s/  Rose Myers

(Signature of Notary)

Notary Public for Wayne County, State of Michigan.
My commission expires March 5, 1954.

Note: Mail in triplicate, all originals, except in case of change of location from one country to another, in which case four copies of this Certificate are required.

Filing fee $5.00

FORM 12

CERTIFICATE OF INCREASE OF CAPITAL STOCK

BROWN RELIABLE BEDDING COMPANY

(Corporate Name)

a Michigan corporation, whose registered office is located at 5914 Federal Avenue Detroit 9, Wayne, Michigan, certifies pursuant to the provisions of Section 43 of Act 327, Public Acts of 1931, as amended, that at a meeting of the stockholders of the said corporation called for the purpose of increasing its authorized capital stock, and held on the 26^th day of May, 1955, it was resolved, by the vote of the holders of a majority of the shares of each class of shares entitled to vote and a majority of shares of each class whose rights, privileges or preferences are so changed, that the authorized capital stock be increased from:

	{									}
(1)		Preferred			shs	Par Value $					per share
		Common	200,000		shs.	Par Value $	1.00
		{
								{		}
(2)	and/or shs. no par value								Book Value $		per share
			Preferred						Price fixed for sale $
			Common	None				{	Book Value $	}
											per share
									Price fixed for sale $

and that the provisions of the Articles of Incorporation relating to capital stock are amended to read as follows:

	{									}
(1)		Preferred			shs	Par Value $					per share
		Common	500,000		shs.	Par Value $	1.00
		{
								{		}
(2)	and/or shs. no par value								Book Value $		per share
			Preferred						Price fixed for sale $
			Common	None				{	Book Value $	}
											per share
									Price fixed for sale $

(3) A statement of all or any of the designations and the powers, preferences and rights, and the qualifications, limitations or restrictions thereof is as follows:*

None

Provisions need not be stated unless changed.

* (A rider may be attached)

FORM 13

Signed on May 31, 1955

(Corporate Seal if any)

BROWN RELIABLE BEDDING COMPANY
(Corporate Name)
	By	/s/	Peter D. Brown
(President) (Peter D. Brown)
		/s/	H. King Brown
(Secretary) (H. King Brown)

STATE OF MICHIGAN	)
	) ss.
COUNTY OF WAYNE	)

On this 31^st day of May, 1955, before me appeared Peter D. Brown, of the BROWN RELIABLE BEDDING COMPANY, which executed the foregoing instrument, to me personally known, who, being by me duly sworn, did say that he is the president of said corporation, and that *[the seal affixed to said instrument is the corporate seal of said corporation, and that] said instrument was signed *[and sealed] in behalf of said corporation by authority of its board of directors, and said officer acknowledged said instrument to be the free act and deed of said corporation.

	/s/	Rose Myers
(Signature of Notary)
Notary Public for Wayne County, State of Michigan.
My Commission expires February 18, 1955
(Notarial seal required if acknowledgement taken out of State)

(For Use by Domestic and Foreign Corporation)

CERTIFICATE OF CHANGE OF REGISTERED OFFICE

The undersigned corporation, in accordance with the provisions of Section 242 of Act 284, Public Acts of 1972, as amended, does here certify as follows:

1.   The name of the corporation is Brown Reliable Bedding Company

2.   The address of its former registered office is:  (See instructions on reverse side)

5914 Federal Avenue,	Detroit	, Michigan	48209
(No. and Street)	(Town or City)		(Zip Code)

The mailing address of its former registered office is:  (Need not be completed unless different from the above address)

		, Michigan
(No. and Street or P.O. Box)	(Town or City)		(Zip Code)

3.   (The following is to be completed if the address of the registered office is changed.)

The address of the registered office is changed to:

21450 Trolley Industrial Drive,	Taylor	, Michigan	48180
(No. and Street)	(Town or City)		(Zip Code)

The mailing address of the registered office is changed to:  (Need not be completed unless different from the above address)

		, Michigan
(No. and Street or P.O. Box)	(Town or City)		(Zip Code)

4.   The name of the former resident agent is                                                                                                                     

5.   (The following is to be completed if the resident agent is changed.)

The name of the successor resident agent is                                                                                                                

6.   The corporation further states that the address of its registered office and the address of the business office of its resident agent, as changed, are identical.

7.   The changes designated above were authorized by resolution duly adopted by its board of directors.

Signed this 30th day of October, 1974
	Brown Reliable Bedding Company
	(Name of Corporation)
	BY	/s/	Peter D. Brown
	(Signature of President, Vice-President, Chairman or Vice-Chairman)
	Peter D. Brown,  President
	(Type or Print Name and Title)

DOMESTIC CORPORATION INTO DOMESTIC CORPORATION

CERTIFICATE OF MERGER

OF

SEALY MATTRESS COMPANY OF MICHIGAN

a Michigan corporation, a wholly owned subsidiary

INTO

BROWN RELIABLE BEDDING COMPANY

a Michigan corporation, its parent whose
name is changed under the merger agreement to
SEALY MATTRESS COMPANY OF MICHIGAN, INC.

Pursuant to the provisions of Section 711 and other Sections of Act 284, Public Acts of 1972, as amended, the BROWN RELIABLE BEDDING COMPANY, which owns 100% of the outstanding shares of and is the parent of SEALY MATTRESS COMPANY OF MICHIGAN, executes the following certificate of merger:

ARTICLE ONE.

The plan of merger is as follows:
FIRST:	a)		The name of the subsidiary corporation is as follows:
			SEALY MATTRESS COMPANY OF MICHIGAN
	b)		The name of the surviving parent corporation is:
			BROWN RELIABLE BEDDING COMPANY
	c)		Article I of the articles of incorporation of BROWN RELIABLE BEDDING COMPANY, the surviving corporation, are amended to read as follows:
			“The name of this corporation is SEALY MATTRESS COMPANY OF MICHIGAN, INC.”
SECOND:		The outstanding shares of any class of SEALY MATTRESS COMPANY OF MICHIGAN, the subsidiary corporation, are 1,000 shares of common stock, par value $10.00 per share, all of which are owned by the parent corporation, SEALY MATTRESS COMPANY OF MICHIGAN, INC. (formerly known as BROWN RELIABLE BEDDING COMPANY).

ARTICLE TWO

The plan of merger was adopted by the board of directors and shareholders of the parent corporation, SEALY MATTRESS COMPANY OF MICHIGAN, INC. (formerly known as

BROWN RELIABLE BEDDING COMPANY) in accordance with Section 711 to 713 of Act 284, Public Acts of 1972, as amended.

ARTICLE THREE

The merger shall be effective on the 31^st day of December, 1974.

Dated this 26th day of December, 1974.
	SEALY MATTRESS COMPANY OF MICHIGAN, (formerly known as BROWN
	RELIABLE BEDDING COMPANY)
	(Name of Surviving Corporation)
	By	/s/	Peter D. Brown
		PETER BROWN, Its President

2

(For Use by Domestic or Foreign Corporations)

CERTIFICATE OF ASSUMED NAME

Pursuant to the provisions of Section 217, Act 284, Public Acts of 1972, as amended, the undersigned corporation executes the following Certificate:

1.             The true name of the corporation is                                                   

Sealy Mattress Company of Michigan, Inc.

2.             The location of the registered office is

21450 Trolley Industrial Drive,	Taylor	, Michigan	48184
(No. and Street)	(Town or City)		(Zip Code)

3.             The assumed name under which the business is to be transacted is

Health Brand Products Co.            

Signed this 16th day May, 1975.
	SEALY MATTRESS COMPANY OF MICHIGAN, INC.
	(Corporation Name)
	By	/s/ Peter D. Brown
		(Signature of President, Vice-President, Chairman or Vice-Chairman)
	PETER D. BROWN, President
			(Type or Print Name and Title)

(For Use by Domestic Stock Corporations Only)

CERTIFICATE OF RENEWAL OF CORPORATE EXISTENCE

Pursuant to the provisions of Section 815, Act 284, Public Acts of 1972, as amended, the undersigned corporation executes the following Certificate of Renewal of Corporate Existence:

1.             The name of the corporation is Sealy Mattress Company of Michigan, Inc.

The location of the registered office is                                                                          

21450 Trolley Industrial Drive	Taylor	, Michigan	48184
(No. and Street)	(Town or City)		(Zip Code)

2.             The date and place of the meeting of shareholders approving the renewal of corporate existence are as follows:

(1)Date of Meeting   August 10, 1976

(2)Place of Meeting  21450 Trolley Industrial Drive, Taylor, MI 48184

3.             The renewal of corporate existence was approved by the requisite vote of directors and shareholders.

4.             The corporate term, if other than perpetual, from date of filing this certificate.

Signed this 1st day of February, 1979.
	SEALY MATTRESS COMPANY OF MICHIGAN, INC.
	(Corporation Name)
	By	/s/	A. Bart Lewis
		(Vice President)
	Vice-President
	(Type or Print Name and Title)

(For Use by Domestic or Foreign Corporations)

CERTIFICATE OF ASSUMED NAME

Pursuant to the provisions of Section 217, Act 284, Public Acts of 1972, as amended, the undersigned corporation executes the following Certificate:  091 202

1.             The true name of the corporation is Sealy Mattress Company of Michigan, Inc.

2.             The location of the registered office is

21450 Trolley Industrial Drive,	Taylor	, Michigan	48180
(No. and Street)	(Town or City)		(Zip Code)

3.             The assumed name under which the business is to be transacted is Brown Reliable Bedding Company.

Signed this 28^th day November, 1980.

Sealy Mattress Company Of Michigan, Inc.
		(Corporation Name)
By	/s/     A. Bart Lewis
(Signature of President, Vice-President, Chairman or Vice-Chairman)
	A. Bart Lewis, Vice President
	(Type or Print Name and Title)

CERTIFICATE OF ASSUMED NAME
For Use by Domestic Corporations

(See Instructions on Reverse Side)

INSERT CORPORATION NUMBER 091-202

Pursuant to the provisions of Section 217, Act 284, Public Acts of 1972, as amended, the undersigned corporation executes the following Certificate:

1.     The true name of the corporation is Sealy Mattress Company of Michigan, Inc.

2.     The location of the registered office in Michigan is

21450 Trolley Industrial Drive, Taylor		, Michigan	48180
(No. and Street)	(Town or City)		(Zip Code)

3.   The assumed name under which the business is to be transacted is Health Brand Sleep Products

Signed this 3rd day of November, 1982
By		/s/     A. Bart Lewis
	(Signature of President, Vice-President, Chairperson or Vice-Chairperson)
		A. Bart Lewis, Executive Vice-President
		(Type or Print Name and Title)

CERTIFICATE OF RENEWAL OF ASSUMED NAME

For use by Corporations and Limited Partnerships
(Please read instructions on reverse side before completing form)

Pursuant to the provisions of Act 284, Public Acts of 1972, as amended (profit corporations), Act 162, Public Acts of 1982 (nonprofit corporations), or Act 213, Public Acts of 1982 (limited partnerships), the corporation or limited partnership in item one below executes the following Certificate:

1.   The true name and the address of the corporate registered office or the address of the limited partnership’s agent for service of process is:

SEALY MATTRESS COMPANY OF MICHIGAN, INC
c/o PETER D. BROWN		091202
21450 TROLLEY INDUSTRIAL DR.		Identification Number
TAYLOR	MI 48180

2.   The assumed name under which business is transacted is:

BROWN RELIABLE BEDDING COMPANY

3.The registration of the assumed name is extended for a period expiring on December 31 of the fifth full calendar year following the year in which this renewal is filed, unless sooner terminated.

Signed this 3rd day of October, 1985
By	/s/     A. Bart Lewis
		(Signature)
	A. Bart Lewis, Executive Vice-President
	(Type or Print Name and Title)
(Limited Partnerships Only – Indicate Name of General Partner if different from person signing)

CERTIFICATE OF ASSUMED NAME
For use by Corporations and Limited Partnerships

(Please read information and instructions on reverse side)

Pursuant to the provisions of Act 284, Public Acts of 1972               (profit corporations), Act 162, Public Acts of 1982              (nonprofit corporations), or Act 213, Public Acts of 1982               (limited partnerships), the corporation or limited partnership in item one below executes the following Certificate:

1.     The true name of the corporation or limited partnership is: Sealy Mattress Company of Michigan, Inc.
2.     The identification number assigned by the Bureau is:	0   9   1   –   2   0   2
3.     The location of the corporate registered office or the office at which the limited partnership records are maintained is:

615 Griswold Street, Detroit, MI		48226
(Street Address)	(City)		(State)	(Zip Code)

4.     The assumed name under which business is to be transacted is:

Sealy Mattress Company

Signed this 17 day of Aug, 1990
By	/s/     John D. Moran
	(Signature)
John D. Moran		Assistant Secretary
(Type or Print Name)		(Type or Print Title)
(Limited Partnerships Only-Indicate Name of General Partner if a corporation or other entity)

(MICH. – 2506 – 10/23/89)

CERTIFICATE OF RENEWAL OF ASSUMED NAME
For use by Corporations and Limited Partnerships
(Please read information and instructions on reverse side)

Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), Act 162, Public Acts of 1982 (nonprofit corporations), or Act 213, Public Acts of 1982 (limited partnerships), the corporation or limited partnership in Item one executes the following Certificate:

1.The true name and address of the corporate registered office or the address of the limited partnership’s agent for service of process is:

SEALY MATTRESS COMPANY OF MICHIGAN, INC.
c/o THE CORPORATION COMPANY	091202
30600 TELEGRAPH ROAD	Identification Number
BINGHAM FARMS MI  48025

2.The assumed name under which business is transacted is:

SEALY MATTRESS COMPANY

3.The registration of the assumed name is extended for a period expiring on December 31 of the fifth full calendar year following the year in which this renewal is filed, unless sooner terminated.

Signed this 12th day of Oct, 1995
By	/s/     John D. Moran
		(Signature)
John D. Moran			Secretary
(Type or Print Name)			(Type or Print Title)
(Limited Partnerships Only—Name of General Partner)

CERTIFICATE OF RENEWAL OF ASSUMED NAME
For use by Corporations
(Please read information and instructions on reverse side)

Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations) or Act 162, Public Acts of 1982 (nonprofit corporations), the corporation in Item one executes the following Certificate:

1.The corporate name, resident agent, and mailing address of the registered office are:

SEALY MATTRESS COMPANY OF MICHIGAN, INC.
THE CORPORATION COMPANY	091202
30600 TELEGRAPH ROAD	Identification Number
BINGHAM FARMS MI  48025

2.The assumed name under which business is transacted is:

SEALY MATTRESS COMPANY

3.The registration of the assumed name is extended for a period expiring on December 31 of the fifth full calendar year following the year in which this renewal is filed, unless sooner terminated.

4.The document is hereby signed as required by the Act.

Signed this 21st day of November, 2000
By	/s/     David V. Sherman
	(Signature of an Authorized Officer or Agent)
David V. Sherman		Vice President Tax
(Type or Print Name)

EX-3.12

EXHIBIT 3.12

April 1, 1988

BY- LAWS

OF

SEALY MATTRESS COMPANY OF MICHIGAN, INC.

ARTICLE I
OFFICES

SECTION 1.1.   Registered Office.  The registered office of the corporation in the State of Michigan shall be located at 615 Griswold Street, in the City of Detroit, and the name of the corporation’s registered agent is CT Corporation System.

SECTION 1.2.   Other Offices.  The corporation may have offices at such other places both within or without the State of Michigan as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II
MEETINGS OF SHAREHOLDERS

SECTION 2.1.   Annual Meeting.  The annual meeting of the shareholders of the corporation shall be held at such place and time as the Board of Directors shall fix, on the first Wednesday in April of each year commencing in 1989 or on such other date as the Board shall fix, for the purpose of electing directors and transacting of such other business as may come before the meeting.

SECTION 2.2.   Special Meetings.  Special meetings of the shareholders for any purpose or purposes may be called and the time, date and location thereof designated by the Board of Directors or the Chairman of the Board of Directors (if a Chairman of the Board of Directors shall have been elected).

SECTION 2.3.   Notice of Meetings.  Written notice stating the time, date and place of each annual or special meeting of shareholders and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting.

SECTION 2.4.   Quorum.  The holders of at least a majority of the shares entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business at any meeting of shareholders.  If a quorum shall not be present at any meeting, the persons holding or entitled to vote by proxy a majority of the shares entitled to vote at the meeting present or represented at the meeting may adjourn the meeting without notice other than announcement at the meeting (unless other notice is required by law) to any other time, date and place.  At any such adjourned meeting at which a quorum is present or

represented, any business may be transacted that could have been transacted at the original meeting had a quorum been present or represented.

SECTION 2.5.   Action by Consent.  Any action required or permitted to be taken by the shareholders of the corporation may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE III
DIRECTORS

SECTION 3.1.   Number and Election.  The number of directors shall be fixed at three (3), but may be increased or decreased from time to time by resolution of the Board of Directors, provided, that at no time shall the number of directors be less than one (1), and no decrease shall have the effect of shortening the term of any incumbent director.  Directors shall be elected annually by the shareholders, and the persons receiving the greatest number of votes shall be the directors.  Each director elected shall hold office until the successor of such director is elected and qualified or until the death or resignation of such director or the removal of such director.  Directors need not be residents of the State of Michigan or shareholders of this corporation.

SECTION 3.2.   Resignation.  Any director may resign by giving written notice to the corporation.  Any such resignation shall take effect at the time of receipt of notice thereof or at any later time specified therein, and, unless expressly required, acceptance of such resignation shall not be necessary to make it effective.

SECTION 3.3.   Vacancies and Newly Created Directorships.  Any vacancy in the Board of Directors (whether resulting from death, resignation, removal or otherwise) and any newly created directorship may be filled by the affirmative vote of a majority of the directors then in office, though less than a quorum.

SECTION 3.4.   Regular Meetings.  An annual meeting of the Board of Directors shall be held, without notice other than this by-law, immediately after, and at the same place as, the annual meeting of shareholders of the corporation.  Additional regular meetings of the Board of Directors may be held without notice at such times, dates and places as may be fixed by the Board of Directors.

SECTION 3.5.   Special Meetings.  Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors (if a Chairman shall have been elected), or any two directors, and such meetings shall be held at such time, date and place as shall be designated in the call.  Except as otherwise prescribed by the Business Corporation Act of the State of Michigan as amended from time to time (the “Michigan Statute”) written or actual oral notice of the time, date and place of each special meeting, addressed to each director at such director’s business address, shall be given at least 48 hours prior to such meeting.  Such written notice may be delivered in person, mailed or transmitted by telegram, or, if the addressee has such equipment, by telex or teletype, and shall be deemed to have been given when delivered in person or to the telegraph company, when transmitted on telex or teletype equipment, or 48

2

hours after deposit in the United States mail postage prepaid.  Any director may waive notice of any meeting.

SECTION 3.6.   Quorum.  A majority of the whole Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.  If a quorum shall not be present at any meeting, a majority of the directors present may adjourn the meeting without notice other than announcement at the meeting to any other time, date and place.

Any member of the Board of Directors or of any committee designated by the Board may participate in a meeting of the directors or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by means of such equipment shall constitute presence in person at such meeting.

SECTION 3.7.   Presumption of Assent.  Unless otherwise provided by the Michigan Statute, a director of the corporation who is present at a meeting of the Board of Directors at which action is taken on any corporate matter shall be presumed to have assented to the action taken unless the dissent of such director shall be entered in the minutes of the meeting or unless such director shall file a written dissent to such action with the person acting as Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting.  Such right to dissent shall not apply to a director who voted in favor of such action.

SECTION 3.8.   Action without Meeting.  Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if a written consent thereto is signed by all members of the board or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.

SECTION 3.9.   Executive Committee.  The Board of Directors may, by resolution passed by a majority of the number of directors fixed by these by-laws, designate one or more directors of the corporation to constitute an executive committee, which, to the extent provided in such resolution and by Michigan law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers that may require it.

SECTION 3.10.   Other Committees.  The Board of Directors may, by resolution passed by a majority of the number of directors fixed by these by-laws, designate such other committees as it may from time to time determine.  Each such committee shall consist of such number of directors, shall serve or such term and shall have and may exercise, during intervals between meetings of the Board of Directors, such lawfully delegable duties, functions and powers as the Board of Directors may from time to time prescribe.

3

SECTION 3.11.   Quorum and Manner of Acting — Committees.  The presence of a majority of members of any committee shall constitute a quorum for the transaction of business at any meeting of such committee, and the act of a majority of those present shall be necessary for the taking of any action at such meeting.

SECTION 3.12.   Committee Chairman, Books and Records, Etc.  The chairman of each committee shall be selected from among the members of the committee by the Board of Directors.  Each committee shall keep a record of its acts and proceedings, and all actions of each committee shall be reported to the Board of Directors at its next meeting.  Each committee shall fix its own rules of procedure not inconsistent with these by-laws or the resolution of the Board of Directors designating such committee and shall meet at such times and places and upon such call or notice as shall be provided by such rules.

ARTICLE IV
OFFICERS

SECTION 4.1.   Designation of Officers.  The officers of the corporation shall be a President, one or more Vice Presidents (who may be designated by class or function), a Treasurer, a Secretary and such other officers (including Assistant Treasurers and Assistant Secretaries) as the Board of Directors may elect.  The Board of Directors may at any time, in its discretion, elect a Chairman of the Board of Directors (the “Chairman”) to be the chief executive officer of the corporation and to have the other powers and duties set forth herein.

SECTION 4.2.   Election and Term.  Each officer shall be elected by the Board of Directors to serve until the successor thereof is elected or until the earlier resignation or removal of such officer.

SECTION 4.3.   Resignation, Removal and Vacancies.  Any officer may resign by giving written notice to the Chairman or the Secretary.  Any such resignation shall take effect at the time of receipt of notice thereof or at any later time specified therein, and, unless expressly required, acceptance of such resignation shall not be necessary to make it effective.  Any officer may be removed, with or without cause, by a majority of the directors then in office, and a vacancy in any office (whether resulting from death, resignation, removal or otherwise) may be filled by the Board of Directors.  The removal of any officer shall be without prejudice to any rights such officer may have under any agreement.

SECTION 4.4.   Chairman.  In the event that the Board of Directors determines to elect a Chairman pursuant to Section 4.1 hereof, the Chairman shall be the chief executive officer of the corporation and shall have authority and responsibility for the general management, direction and overall supervision, subject to the authority of the Board of Directors, of the corporation’s business and affairs and its officers and employees, and shall have the power to appoint, remove and discharge any and all employees of the corporation not elected or appointed directly by the Board of Directors.  The Chairman shall preside at all meetings of the Board of Directors and shareholders and shall have authority to designate the duties and powers of other officers and delegate special powers and duties to specified officers, so long as such designation shall not be inconsistent with any statute, these by-laws or any action of the Board of Directors.  The Chairman shall also have power to execute, and shall execute deeds, mortgages, bonds,

4

contracts or other instruments of the corporation except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors or by the Chairman to some other officer or agent of the corporation.  The Chairman may sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by the Board of Directors.  The stock in general shall have all other powers and shall perform all other duties that are normally incident to the chief executive officer of a corporation or as may be prescribed by the Board of Directors from time to time.

SECTION 4.5.   President.  Prior to the time, if any, at which the Board of Directors shall elect a Chairman pursuant to Section 4.1 hereof, the President shall have the duties, responsibilities and powers set forth in Section 4.4 hereof.  In the event that the Board of Directors elects a Chairman, the President, under the Chairman, and subject to the authority of the Board of Directors and the Chairman, shall be the chief operating officer of the corporation and shall be charged with implementing the policies of the corporation as determined by the Chairman and the Board of Directors.  In the event that the Chairman, due to absence or any other cause, shall refuse or be unable at any time to attend to or to perform the duties of Chairman as above prescribed, the President shall perform the duties of the Chairman.  The President may sign, pursuant to Section 6.1 hereof, certificates for shares of stock in the corporation, the issuance of which shall have been duly authorized by the Board of Directors.  The President shall have such other powers and duties as the Board of Directors or the Chairman (if a Chairman shall have been elected) may from time to time determine.

SECTION 4.6.   Vice Presidents.  In the absence of the President, or in the event of the President’s inability or refusal to act, the Vice Presidents, in order of their rank as fixed by the Board of Directors or, if not ranked, the Vice President designated by the Board of Directors or the Chairman (if a Chairman shall have been elected), shall perform all duties of the President and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President.  The Vice Presidents shall have such other powers and perform such other duties, not inconsistent with statute, these by-laws, or any action of the Board of Directors, as from time to time may be prescribed for them, respectively, by the Board of Directors or the Chairman (if a Chairman shall have been elected), which may include the execution of deeds, mortgages, bonds, contracts or other instruments of the corporation.  Any Vice President may sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by the Board of Directors.

SECTION 4.7.   Treasurer.  The Treasurer shall:  (a) be responsible to the Board of Directors for the receipt, custody and disbursement of all funds and securities of the corporation; (b) receive and give receipts for funds due and payable to the corporation from any source whatsoever and deposit all such funds in the name of the corporation in such banks, trust companies or other depositories as shall from time to time be selected in accordance with the provisions of Section 5.2 of these by-laws; (c) disburse the funds of the corporation as ordered by the Board of Directors or the Chairman or as otherwise required in the conduct of the business of the corporation; (d) render to the Chairman or the Board of Directors, upon request, an account of all transactions of such officer as Treasurer and of the financial condition of the corporation; and (e) in general, perform all the duties normally incident to the office of Treasurer and such other duties as may from time to time be assigned by the Chairman (if a Chairman shall

5

have been elected), the President, the Board of Directors or these by-laws.  The Treasurer may sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by resolution of the Board of Directors.  The Treasurer may delegate such details of the performance of duties of the office of Treasurer as may be appropriate in the exercise of reasonable care to one or more persons in the place of such officer, but shall not thereby be relieved of responsibility for the performance of such duties.

SECTION 4.8.   Secretary.  The Secretary shall:  (a) keep the minutes of the meetings of the shareholders, the Board of Directors and committees of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) have charge of the corporate records and of the seal of the corporation; (d) affix the seal of the corporation or a facsimile thereof, or cause the same to be affixed, to all certificates for shares prior to the issue thereof and to all documents the execution of which on behalf of the corporation under its seal is duly authorized by the Board of Directors or otherwise in accordance with the provisions of these by-laws; (e) keep a register of the post office addresses of each shareholder, director and committee member that shall from time to time be furnished to the Secretary by such shareholder, director or member; (f) sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by resolution of the Board of Directors; (g) have general charge of the stock transfer books of the corporation; and (h) in general, perform all duties normally incident to the office of Secretary and such other duties as may from time to time be assigned by the Chairman (if a Chairman shall have been elected), the President or the Board of Directors.  The Secretary may delegate such details of the performance of the duties of the office of Secretary as may be appropriate in the exercise of reasonable care to one or more persons in the place of such officer, but shall not thereby be relieved of responsibility for the performance of such duties.

SECTION 4.9.   Assistant Treasurers and Assistant Secretaries.  The Assistant Treasurers and Assistant Secretaries, if any, shall perform all functions and duties that may be assigned to them by the Treasurer or Secretary, respectively, or by the Chairman (if a Chairman shall have been elected), the President or the Board of Directors.  If authorized by the Treasurer or the Secretary, as the case may be, any Assistant Treasurer or Assistant Secretary may sign, pursuant to Section 6.1 hereof, certificates for shares of the corporation in place of the Treasurer or Secretary, respectively.

SECTION 4.10.   Other Officers.  The Board of Directors may from time to time elect such other officers to perform such duties and responsibilities as it shall prescribe.

SECTION 4.11.   Salaries.  The compensation of the officers of the corporation shall be fixed from time to time by the Board of Directors or by such officer as it shall designate or such purpose or as it shall otherwise direct.  No officer shall be prevented from receiving a salary or other compensation by reason of the fact that such officer is also a director of the corporation.

6

ARTICLE V
CHECKS AND DEPOSITS

SECTION 5.1.   Checks, Drafts, Etc.  All checks, demands, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers or agent or agents of the corporation, and in such manner, as shall from time to time be authorized by the Board of Directors.

SECTION 5.2.   Deposits.  All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or ether depositories as the Board of Directors may select.

ARTICLE VI
SHARE RECORDS AND TRANSFERS

SECTION 6.1.   Share Certificates.  Every shareholder shall be entitled to have a certificate in such form as the Board of Directors shall from time to time approve, signed on behalf of the corporation by the President or any elected Vice President, and by the Treasurer or the Secretary (or, if so authorized, any Assistant Treasurer or Assistant Secretary) certifying the number of shares held of record by such shareholder.

SECTION 6.2.   Record Ownership.  A record of the name and address of the holder of each certificate, the number of shares represented thereby, and the date of issue thereof shall be made on the corporation’s books.  The corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof, and shall not be bound to recognize any equitable or other claim to or interest in any share on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by the laws of Michigan.

SECTION 6.3.   Lost Certificates.  Any person claiming a share certificate in lieu of one lost, stolen, mutilated or destroyed shall give the corporation an affidavit as to its loss, theft, mutilation or destruction.  Such holder shall also, if required by the Board of Directors, give the corporation a bond, in such form and amount as may be approved by the Board of Directors (or any agent of the corporation to which authority for such approval shall have been delegated by the Board) sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft, mutilation or destruction of the certificate or the issuance of a new certificate.

SECTION 6.4.   Transfer of Shares.  Transfer of shares of stock shall be made on the books of the corporation only by direction of the person named in the certificate or such person’s attorney, lawfully constituted in writing, and only upon the surrender for cancellation of the certificate therefor, duly endorsed or accompanied by a written assignment of the shares evidenced thereby.

SECTION 6.5.   Transfer Agent and Registrar.  The corporation may appoint one or more transfer offices or agencies, each in charge of a transfer agent designated by the Board of Directors (who shall have custody, subject to the direction of the Secretary, of the original stock ledger and stock records of the corporation) where the shares of the capital stock of the

7

corporation of any class or series specified in such appointment shall be registered.  The corporation may also appoint one or more registry offices, each in charge of a registrar designated by the Board of Directors, where its stock of any class or series specified in such appointment shall be registered.  Except as otherwise provided by resolution of the Board of Directors with respect to temporary certificates, no certificate for shares of capital stock of the corporation for which a transfer agent or registrar has been appointed shall be valid unless countersigned by such transfer agent and registered by such registrar authorized as aforesaid.

SECTION 6.6.   Restrictions on Transfer.  Any shareholder may enter into an agreement with other shareholders or with the corporation providing for reasonable limitation or restriction on the right of such shareholder to transfer shares of capital stock of the corporation held by such shareholder, including, without limiting the generality of the foregoing, agreements granting to such other shareholders or to the corporation the right to purchase for a given period of time any of such shares.  Any such limitation or restriction on the transfer of shares of this corporation may be set forth on certificates representing shares of capital stock, in which case the corporation or the transfer agent shall not be required to transfer such shares upon the books of the corporation without receipt of satisfactory evidence of compliance with the terms of such limitation or restriction.

ARTICLE VII
GENERAL PROVISIONS

SECTION 7.1.   Fiscal Year.  The fiscal year of the corporation shall end on November 30 of each year.

SECTION 7.2.   Voting of Securities.  Subject to control and direction of the Board of Directors, the Chairman of the Board (if a Chairman shall have been elected) or such other person as the Board of Directors may designate for such purpose either generally or in any particular instance shall have full power and authority, in the name and on behalf of the corporation, to attend, act and vote at any meeting of security holders of any company in which the corporation may hold any securities, or to consent as a security holder to any action proposed to be taken by such company.  At any such meeting, or in connection with any such action, the Chairman of the Board (if a Chairman shall have been elected) or such other person shall possess and may exercise any and all rights and powers incident to the ownership of such securities which, as the holder thereof, the corporation might possess and exercise, and such person may exercise such power and authority through the execution of proxies or written consents or may delegate such power and authority to any other officer, agent or employee of the corporation.

SECTION 7.3.   Amendments to By-Laws.  These by-laws may be altered or repealed by the shareholders or the Board of Directors.

ARTICLE VIII
INDEMNIFICATION AND INSURANCE

SECTION 8.1.   Right to Indemnification.  Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of

8

the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the corporation to the fullest extent authorized by the Michigan Statute, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 8.2, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the corporation.  The right to indemnification conferred in this Section 8.1 shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Michigan Statute requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under Section 8.2 or otherwise.  The corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

SECTION 8.2.   Right of Claimant to Bring Suit.  If a claim under Section 8.1 is not paid in full by the corporation within thirty days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim.  It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the Michigan Statute for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation.  Neither the failure of the corporation (including its Board of Directors, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Michigan Statute, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel, or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a

9

defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

SECTION 8.3.   Non-Exclusivity of Rights.  The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article VIII shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, by-law, agreement, vote of shareholders or disinterested directors or otherwise.

SECTION 8.4.   Insurance.  The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Michigan Statute.

10

EX-3.13

EXHIBIT 3.13

ARTICLES OF ASSOCIATION

OF

SEALY MATTRESS CO.

OF

KANSAS CITY

Know All Men By These Presents:

That we, the undersigned, for the purposes of forming a corporation under The General and Business Corporation Act of Missouri, as provided in the Session Acts of 1943, relating to manufacturing and business companies, have entered into an agreement as follows:

1.             That the name of the corporation is

Sealy Mattress Co.

of

Kansas City

2.             That the address of its initial registered office in the State of Missouri is 1503 Fidelity Building, Kansas City, Missouri, and the name of its initial registered agent at such address is Chester B. Kaplan.

3.             That the amount of the capital stock is $30,000.00 divided into 1,000 shares of no par value; that all of said sum has been fully subscribed and actually paid in cash and is now in the hands of the directors at 1503 Fidelity Building, Kansas City, Missouri.

4.             That the names and places of residence of the shareholders and the number of shares held by each are as follows:  Joseph Hartman, Kansas City, Missouri, 300 shares; I. Gale, Kansas City, Missouri, 300 shares; and Chester B. Kaplan, Kansas City, Missouri, 1 share.

5.             That the Board of Directors shall consist of four shareholders, and the names of those agreed upon as Directors for the

first year are:  Joseph Hartman, I. Gale, Edward J. Kanter and Chester B. Kaplan.

6.             That the duration of this corporation shall be perpetual and shall have perpetual existence.

7.             This corporation is formed for the following purposes, to-wit:

(a)           To buy, sell, manufacture, construct and generally deal in mattresses, bedding, furniture, household furnishings and appliances of cloth, metal, plastic, wood, paper, composition, enamel and any and all other types of material used or to be used in the construction of said items.

(b)           To act as sales agent or sales representative of corporations, firms and individuals in the sale of and general distribution of all types of mattresses, bedding, furniture, household furnishings and appliances.

(c)           To purchase, lease or otherwise acquire lands and buildings for the erection and establishment of manufactories for workshops with necessary plants, engines and machinery with a view to manufacture, buy, sell, import, export or otherwise deal in, either directly or indirectly, through the medium of agents or otherwise of all types of mattresses, bedding, furniture, household furnishings and appliances.

(d)           To purchase or otherwise acquire patents, patent rights and privileges, improvement or processes for or in any way relating to the objects aforesaid.

(e)           To buy, sell, own, hold, mortgage and generally deal in real estate, stocks, bonds or securities for or on behalf of the said corporation.

(f)            To do any and all other lawful things which may be required, or become necessary, for and in the operation, and for the benefit of, the business of the corporation.

IN WITNESS WHEREOF, we have hereto set our hands this 26^th day of June 1947.

/s/	Edward J. Kanter
/s/	Joseph Hartman
/s/	Isadore Gale
/s/	Chester B. Kaplan

2

STATE OF MISSOURI,	)
	)  SS:
COUNTY OF JACKSON	)

On this 26^th day of June, 1947, before me, a Notary Public within and said for the State and Country aforesaid, personally appeared Joseph Hartman, I. Gale, Edward J. Kanter and Chester B. Kaplan, to me known to be the persons describe in and who executed the foregoing instrument and acknowledged that they executed the same as their free act and deed.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in my office in the County of Jackson, State of Missouri, the day and year last aforesaid.

/s/	Frank Benati
	Notary Public

My commission expires:  August 13, 1948

STATE OF MISSOURI,	)
	)  SS:
COUNTY OF JACKSON.	)

The undersigned, being all the subscribers, including parties selected as Directors for the first year to the above and foregoing Articles of Association for the incorporation of Sealy Mattress Co. of Kansas City, being duly sworn upon their oaths, each did say that the statements and matters set forth therein are true.

Affiants further state that the cash as set forth in Article 3 is now in their possession.

IN TESTIMONY WHEREOF, we have hereunto set our hands and affixed our seals this 26^th day of June, 1947.

/s/	Edward J. Kanter
/s/	Joseph Hartman
/s/	Isadore Gale
/s/	Chester B. Kaplan

Subscribed and sworn to before me, this 26^th day of June, 1947.

/s/	Frank Benati
Notary Public

My commission expires:

August 13, 1948

2

Form 1

Certificate of Change of Registered Agent and Registered Office
by Foreign or Domestic Corporations

State of Missouri		ss.
Jackson COUNTY

To SECRETARY OF STATE,
Jefferson City, Missouri

The undersigned corporation, organized and existing under the laws of the State of                                          for the purpose of changing its registered agent or its registered office, or both, in Missouri as provided by the provisions of The “General and Business Corporation Act of Missouri,” represents that:

1.             The name of the corporation is          Sealy Mattress Co. of Kansas

2.             The address, including street and number, if any, of its former registered office is

1503 Fidelity Building, Kansas City, Missouri

3.             Its registered office is hereby changed to       711 Waltower Building, Kansas City, Missouri

(including street and number if any change in the registered office is to be made.)

4.             The name of its former registered agent is

Chester B. Kaplan

5.             The name of the new registered agent is

Same

6.             The address of its registered office and the address of the business office of its registered agent, as changed, will be identical.

7.             Such change was authorized by resolution duly adopted by the board of directors.

IN WITNESS WHEREOF, the undersigned corporation has caused this report to be executed in its name by its

President,	attested by its	Secretary
(PRESIDENT OR VICE-PRESIDENT)		(SECRETARY OR ASSISTANT SECRETARY)

this 16th Day of June A.D. 1940

				SEALY MATTRESS CO. OF KANSAS CITY
			By	/s/ Edward J. Kanter
				PRESIDENT
(Corporate Seal)
Attest:	/s/	Chester B. Kaplan

SECRETARY OR ASSISTANT SECRETARY

STATE OF Missouri		ss.
COUNTY OF Jackson

I, Dorothy Henderson, a Notary Public, do hereby certify that on the 16^th day of June, A.D. 1949, personally appeared before me Edward J. Kanter who declares he is President of the corporation, executing the foregoing document, and being first duly sworn, acknowledged that he signed the foregoing document in the capacity therein set forth and declared that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written.

/s/ Dorothy Henderson

NOTARY PUBLIC

(Notarial Seal)

My Commission expires November 15, 1952.

2

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

OF

SEALY MATTRESS CO. OF KANSAS CITY

I, EDWARD J. KANTER, president of Sealy Mattress Co. of Kansas City, a corporation organized under the laws of the State of Missouri, do hereby certify, under the seal of said corporation, as follows:

a.             The name of the corporation is Sealy Mattress Co. of Kansas City.

b.             At a meeting of the shareholders of said corporation, held on the 9^th day of February, 1951, pursuant to the provisions of the General and Business Corporation Act of Missouri, notice of said meeting having been waived by the presence of all of the shareholders at said meeting, it was voted to amend the Articles of Incorporation by changing the name from Sealy Mattress Co. of Kansas City to David Manufacturing Co.  The resolution presented and adopted was as follows:

RESOLVED, that the Articles of Incorporation of the corporation, and particularly Article I thereof, shall be and the same is hereby amended, by changing the name of the corporation to David Manufacturing Co.

c.             The total number of outstanding shares of common stock of this corporation on said date was 1,000 shares.  The holders of 1,000 shares of commons stock were in favor of the adoption of said resolution and no shares voted against it.

WITNESSETH the signature of the secretary of said meeting and the affixation of the corporate seal hereto.

	/s/    Chester B. Kaplan
	Secretary of Sealy Mattress Co. of
	Kansas City
AFFIRMED:
/s/    Edward J. Kanter
President of Sealy Mattress Co. of
Kansas City

STATE OF MISSOURI	)
	)  SS
COUNTY OF JACKSON	)

On this 9^th day of February, 1951, before me, a Notary Public, appeared CHESTER B. KAPLAN and EDWARD J. KANTER, who is being by me duly sworn, did ay that Edward J. Kanter is President of Sealy Mattress Co. of Kansas City and Chester B. Kaplan is secretary of said company, a corporation organized under the laws of Missouri, and that Edward J. Kanter acted as chairman of the meeting of the shareholders of said company held on February 9, 1951, and Chester B. Kaplan acted as secretary at said meeting, at which meeting the resolution set out above was adopted; that the seal affixed to the foregoing instrument is the corporate seal of said corporation; that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors; and said Chester B. Kaplan and Edward J. Kanter acknowledged said instrument to be the free act and deed of said corporation.

IN TESTIMONY WHEREOF, I have hereunto affixed my hand and official seal in my office in Kansas City, Missouri, the day and year first above written.  My commission expires November 15, 1952.

/s/ Dorothy Henderson

Notary Public

Form 1

Certificate of Change of Registered Agent and Registered Office
by Foreign or Domestic Corporations

State of	MISSOURI		ss.
	JACKSON COUNTY

To SECRETARY OF STATE,
Jefferson City, Missouri

The undersigned corporation, organized and existing under the laws of the State of MISSOURI for the purpose of changing its registered agent or its registered office, or both, in Missouri as provided by the provisions of The “General and Business Corporation Act of Missouri,” represents that:

1.             The name of the corporation is    DAVID MANUFACTURING COMPANY

2.             The address, including street and number, if any, of its former registered office is 711 Waltower Bldg., Kansas City.

3.             Its registered office is hereby changed to 1015 Dierks Bldg. Kansas City, Mo

(including street and number if any change in the registered office is to be made.)

4.             The name of its former registered agent is Chester B. Kaplan

5.             The name of the new registered agent is Chester B. Kaplan

6.             The address of its registered office and the address of the business office of its registered agent, as changed, will be identical.

7.             Such change was authorized by resolution duly adopted by the board of directors.

IN WITNESS WHEREOF, the undersigned corporation has caused this report to be executed in its name by its

Isadore Gale	, attested by its	Chester B. Kaplan
(PRESIDENT)		(SECRETARY OR ASSISTANT SECRETARY)

this 15th Day of April A.D. 1953

			By	/s/     Isadore Gale
				PRESIDENT
(Corporate Seal)
Attest:	/s/	Chester B. Kaplan

SECRETARY OR ASSISTANT SECRETARY

STATE OF Missouri		ss.
COUNTY OF Jackson

I, I. G. Kaplan, a Notary Public, do hereby certify that on the 15^th day of April, A.D. 1953, personally appeared before me Isodore Gole who declares he is President of the corporation, executing the foregoing document, and being first duly sworn, acknowledged that he signed the foregoing document in the capacity therein set forth and declared that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written.

/s/	I. G. Kaplan
	NOTARY PUBLIC

(Notarial Seal)

My Commission expires Sept. 18, 1953

2

Form 1

Certificate of Change of Registered Agent and Registered Office
by Foreign or Domestic Corporations

State of	MISSOURI		ss.
	JACKSON COUNTY

To SECRETARY OF STATE,
Jefferson City, Missouri

The undersigned corporation, organized and existing under the laws of the State of MISSOURI for the purpose of changing its registered agent or its registered office, or both, in Missouri as provided by the provisions of The “General and Business Corporation Act of Missouri,” represents that:

1.             The name of the corporation is    DAVID MANUFACTURING CO.

2.             The address, including street and number, if any, of its former registered office is 1015 Dierks Bldg, Kansas City, Missouri

3.             Its registered office is hereby changed to 1050 Home Savings Bldg., Kansas City, Missouri

(including street and number if any change in the registered office is to be made.)

4.             The name of its former registered agent is Chester B. Kaplan

5.             The name of the new registered agent is Chester B. Kaplan

6.             The address of its registered office and the address of the business office of its registered agent, as changed, will be identical.

7.             Such change was authorized by resolution duly adopted by the board of directors.

IN WITNESS WHEREOF, the undersigned corporation has caused this report to be executed in its name by its

President	, attested by its	Secretary
(PRESIDENT)		(SECRETARY OR ASSISTANT SECRETARY)

this 26th Day of December A.D. 1958

				DAVID MANUFACTURING CO.
			By	/s/     Isadore Gale
				PRESIDENT
(Corporate Seal)
Attest:	/s/	Chester B. Kaplan

SECRETARY

STATE OF MISSOURI		ss
COUNTY OF JACKSON

I, the undersigned, a Notary Public, do hereby certify that on the 26^th day of December, A.D. 1958, personally appeared before me ISADOR GALE who declares he is President of the corporation, executing the foregoing document, and being first duly sworn, acknowledged that he signed the foregoing document in the capacity therein set forth and declared that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written.

My commission expires:  11/30/61

/s/	Chester B. Kaplan
	NOTARY PUBLIC

(Notarial Seal)

2

CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
OF DAVID MANUFACTURING CO., CHANGING NAME TO
SEALY MATTRESS CO.

PURSUANT TO the provisions of Chapter 351 of the General and Business Act of Missouri, 1943, as amended, and the Articles of Association of DAVID MANUFACTURING CO., a corporation existing under the laws of the State of Missouri, a meeting of the stockholders of said corporation was held September 14, 1965, pursuant to a call of the Directors thereof, notice of said meeting having been waived in writing by all of the stockholders and by the presence of all of the stockholders and directors at said meeting.

Said meeting was called for the purpose of discussing and adopting a resolution amending the Articles of Incorporation of said corporation, and at said meeting, the President and Secretary were authorized to execute the following certificate:

1.             The name of the corporation effective September 14, 1965, shall be and become SEALY MATTRESS CO., the former name being DAVID MANUFACTURING CO.

2.             There are 1,000 shares of stock outstanding, and the vote in favor of said amendment was unanimous, all 1,000 shares having been represented and their vote being cast in favor of the change of name.

IN WITNESS WHEREOF, I, ISADORE GALE, President of the said corporation and Chairman of the meeting of stockholders and directors above mentioned, have signed this Certificate in duplicate and caused the corporate seal to be hereunto affixed, attested by the Secretary of the corporation, this 15^th day of October, 1965.

	/s/     Isadore Gale
	President
ATTEST:
/s/     Chester B. Kaplan
Secretary

STATE OF MISSOURI	)
	)  ss
COUNTY OF JACKSON	)

On this 15^th day of October, 1965, before me personally appears ISADORE GALE and CHESTER B. KAPLAN to me personally known, who being by me duly sworn, did state that they are respectfully Chairman and Secretary of the stockholders meeting of DAVID MANUFACTURING CO., held on the 14^th day of September, 1965, that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors and said ISADORE GALE and CHESTER B. KAPLAN, acknowledged said instrument to be the free act and deed of said corporation and to be their own free act and deed.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal in my office in Kansas City, Missouri, on the day and year above stated.

/s/     Charlene Wilkerson

Notary Public

My commission expires:

February 22, 1969

2

Form No. 1

Certificate of Change of Registered Agent and Registered Office

by Foreign or Domestic Corporations

State of Kansas		ss.
Wyandotte COUNTY

To SECRETARY OF STATE,
Jefferson City, Missouri

The undersigned corporation, organized and existing under the laws of the State of Missouri for the purpose of changing its registered agent or its registered office, or both, in Missouri as provided by the provisions of “The General and Business Corporation act of Missouri,” represents that:

1.             The name of the corporation is Sealy Mattress Co. of Kansas (formerly David Manufacturing Co.)

2.             The name of its FORMER registered agent is Chester B. Kaplan

3.             The address, including street number, if any, of its FORMER registered office is 1015 Home Savings Bank Building, Kansas City, Missouri.

4.             The name of the NEW registered agent is Joseph Bold

5.             Its registered office is hereby CHANGED TO 3236 Gillham Plaza, Kansas City, Missouri

(including street and number if any change in the registered office is to be made)

6.             The address of its registered office and the address of the business office of its registered agent, as changed, will be identical.

7.             Such change was authorized by resolution duly adopted by the board of directors.

IN WITNESS WHEREOF, the undersigned corporation has caused this report to be executed in its name by its

President	, attested by its	Secretary
(PRESIDENT OR VICE-PRESIDENT)		(SECRETARY OR ASSISTANT SECRETARY)

this 9^th Day of February A.D. 1966

		SEALY MATTRESS CO. OF KANSAS CITY
	By	/s/     Isadore Gale
		PRESIDENT
(Corporate Seal)
Attest:

SECRETARY

STATE OF KANSAS		ss
COUNTY OF WYANDOTTE

I, Maxine Risley, a Notary Public, do hereby certify that on the 9^th day of February, A.D. 1966, personally appeared before me Isadore Gale who declares he is President of the corporation, executing the foregoing document, and being first duly sworn, acknowledged that he signed the foregoing document in the capacity therein set forth and declared that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written

	/s/     Maxine Risley
(Notary Seal)

My Commission expires December 8, 1966

2

State of Missouri … Office of Secretary of State

JAMES C. KIRKPATRICK, Secretary of State

Amendment of Articles of Incorporation
(To be submitted in duplicate by an attorney)

HONORABLE JAMES C. KIRKPATRICK
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MO.  65101

Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned Corporation certifies the following:

(1)           The name of the Corporation is Sealy Mattress Co.

The name under which it was originally organized was Sealy Mattress Co.

(2)           An amendment to the Corporation’s Articles of Incorporation was adopted by the shareholders on January 6, 1967.

(3)           The amendment adopted is as follows:

RESOLVED that Article 5 of the Articles of Association of Sealy Mattress Co. shall be amended to read as follows:

5.  That the Board of Directors shall consist of five persons who may or may not be stockholders and the names of those agreed upon as Directors for the ensuing year shall be Isadore Gale, Ann Gale, Bertha Naron, Jerome H. Naron, Sam Scultz

(4)Of the 1000 shares outstanding, 1000 of such shares were entitled to vote on such amendment.

The number of outstanding shares of any class entitled to vote thereon as a class were as follows:

Class	Number of Outstanding Shares
Common	1000

(5)           The number of shares voted for and against the amendment was as follows:

Class	No. Voted For	No. Voted Against
Common	1000	None

(6)           If the amendment changed the number of par value of authorized shares having a par value the amount in dollars of authorized shares having a par value as changed is:

If the amendment changed the number of authorized shares without par value, the authorized number of shares without par value as changed and the consideration proposed to be received for such increased authorized shares without par value as are to be presently issued are:

(7)           If the amendment provides for an exchange, reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, the following is a statement of the manner in which such reduction shall be effected:

2

IN WITNESS WHEREOF, the undersigned,	Isadore Gale
	President
		has executed this instrument and its
Vice President
Ann Gale		has affixed its corporate seal hereto and attested said seal on
Secretary or Assistant Secretary
the                        day of                       ,19    .

PLACE

CORPORATE SEAL

HERE

		SEALY MATTRESS CO.
		(Name of Corporation)
ATTEST:
/s/       Ann Gale	By	/s/      Isadore Gale
(Secretary of Asst. Secretary)		(President or Vice President)

STATE OF KANSAS	)
	)    ss.
COUNTY OF WYANDOTTE	)

I, Edyth L. Fowler, a notary public, do hereby certify that on this 17th day of January, 1967, personally appeared before me Isadore Gale, who, being by me first duly sworn, declared that he is the President of Sealy Mattress Co. that he signed the foregoing document as President of the corporation, and that the statements therein contained are true.

	/s/     Edyth L. Fowler
	Notary Public
(NOTARIAL SEAL)
My commission expires July 10, 1968

3

State of Missouri * * * Office of Secretary of State

AMENDMENT OF ARTICLES OF INCORPORATION
(To be submitted in duplicate by an attorney)

HONORABLE JAMES C. KIRKPATRICK
SECRETARY OF STATE
STATE OF MISSOURI
JEFFERSON CITY, MO 65102

Pursuant to the provisions of The General and Business Corporation Law of Missouri, the undersigned Corporation certifies the following:

(1)           The name of the Corporation is Sealy Mattress Co..

The name under which it was originally organized Sealy Mattress Co, of Kansas City                                   .

(2)           An amendment to the Corporation’s Articles of Incorporation was adopted by the shareholders on June 22, 1971.

(3)The amendment adopted is as follows:

That the Articles of Incorporation of this company be amended to change the name of this corporation from Sealy Mattress Company to Sealy Mattress Company of Kansas City, Inc., effective as of June 23, 1971, and that the President and Secretary of this corporation be authorized to execute a certificate and affix the corporate seal thereto so as to accomplish the amendment of said Articles of Incorporation.

(4)           Of the 600 shares outstanding, 600 of such shares were entitled to vote on such amendment.

The number of outstanding shares of any class entitled to vote thereon as a class were as follows:

Class	Number of Outstanding Shares
Common	600

(5)           The number of shares voted for and against the amendment was as follows:

Class	No. Voted For	No. Voted Against
Common	600

(6)           If the amendment changed the number or par value of authorized shares having a par value the amount in dollars of authorized shares having a par value as changed is:

If the amendment changed the number of authorized shares without par value, the authorized number of shares without par value as changed and the consideration proposed to be received for such increased authorized shares without par value as are to be presently issued are:

(7)           If the amendment provides for an exchange, reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, the following is a statement of the manner in which such reduction shall be effected:

2

IN WITNESS WHEREOF, the undersigned, Isadore Gale, President, has executed this instrument and its Secretary, Ann Gale has affixed its corporate seal hereto and attested said seal on the 30^th day of July, 1971.

SEALY MATTRESS CO.

(Name of Corporation)

ATTEST:

/s/ Ann Gale	By	/s/ Isadore Gale
(Secretary)	(President)

STATE OF KANSAS)
	ss
COUNTY OF WYANDOTTE)

I, Patricia A. Gregg, a notary public, do hereby certify that on this 30^th day of July, 1971, personally appeared before me Isadore Gale, who, being by me first duly sworn, declared that he is the President of Sealy Mattress Co. that he signed the foregoing document as President of the corporation, and that the statements therein contained are true.

/s/ Patricia A. Gregg

Notary Public

(Notary Seal)

My commission expires January 23, 1972

3

State of Missouri … Office of Secretary of State

ROY D. BLUNT, Secretary of State
Corporation Division/Limited Partnership

HONORABLE ROY D. BLUNT
SECRETARY OF STATE
STATE OF MISSOURI
P.O. BOX 778
JEFFERSON CITY, MO 65102

STATEMENT OF CHANGE OF REGISTERED AGENT
OR REGISTERED OFFICE
BY A GENERAL BUSINESS CORPORATION
OR A LIMITED PARTNERSHIP

INSTRUCTIONS

If you are a corporation, the filing fee for this change is $5.00.  If you are a limited partnership, the filing fee for this change is $3.00.

Change must be filed in DUPLICATE.

The registered office may be, but need not be, the same as the place of business of the corporation or limited partnership, but the registered office and the business address of the agent must be the same.  The corporation or limited partnership cannot act as its own registered agent.

Any subsequent change in the registered office or agent must be immediately reported to the Secretary of State.  Forms are available upon request.

To:	Honorable Roy D. Blunt
	Secretary of State
	State of Missouri	Charter No.	70651
	P.O. Box 778
	Jefferson City, MO 65102

The undersigned corporation or limited partnership, organized and existing under the laws of the State of Missouri for the purpose of changing its registered agent “The General and Business Corporation Act of Missouri,” or the “Missouri Uniform Limited Partnership Law,” represents that:

1.             The name of the corporation/ltd. partnership is Sealy Mattress Company of Kansas City, Inc..

2.             The name of its PRESENT registered agent (before change) is Joseph Bold.

3.             The name of the registered agent is CT CORPORATION SYSTEM.

4.             The address, including street number, if any, of its PRESENT registered office (before change) is

3236 Gillham Plaza, Kansas City, Missouri 64109.

5.             Its registered office (including street number, if any change is to be made) is hereby CHANGED TO 906 Olive Street, St. Louis, Missouri 63101.

6.             The address of its registered office and the address of the business office of its registered agent, as changed will be identical.

7.             Such change was authorized by resolution duly adopted by the board of directors of the corporation or by the limited partnership.

IN WITNESS WHEREOF, the undersigned corporation or limited partnership has caused this report to be executed in its name by its PRESIDENT or VICE PRESIDENT of the corporation, or GENERAL PARTNER of the limited partnership, and attested to by the assistant secretary if a corporation on the 6th day of May, 1988

		Sealy Mattress Company of Kansas City, Inc.
		Name of corporation or limited partnership
(CORPORATE SEAL)
If no seal, state “none”
	By	/s/     Thomas L. Smudz
		President or Vice President of corporation
		or
		General Partner of limited partnership
Attest:
/s/     John D. Moran
Secretary or Assistant Secretary
of corporation

2

State of Ohio
	ss
County of Cuyahoga

I, John D. Moran, a Notary Public, do hereby certify that on the                        day of May 6, 1988, personally appeared before me Thomas L. Smudz who declares he/she is the President or Vice President of the corporation, or a General Partner of the limited partnership, executing the foregoing document, and being first duly sworn, acknowledged that he/she signed the foregoing document in the capacity therein set forth and declared that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written.

/s/	John D. Moran
Notary Public
My commission expires		has no expiration date

3

State of Missouri
Rebecca McDowell Cook, Secretary of State
P.O. B ox 778, Jefferson City, Mo 65102

Corporation Division

Statement of Change of Business Office
of a Registered Agent

Instructions

1.The filing fee for this change is $10.00.  Change must be filed in DUPLICATE.

2.P.O. Box may only be used in conjunction with Street, Route or Highway.

3.Agent and address must be in the State of Missouri.

4.The corporation or limited partnership cannot act as its own registered agent.  The registered agent should sign in his individual name, unless the registered agent is a corporation, in which case the execution should be by proper officers.

Charter No. 00070651

The undersigned registered agent, for the purpose of changing its business office in Missouri as provided by the provisions of “The General and Business Corporation Act of Missouri,” or the “Missouri Uniform Limited Partnership Law,” represents that:

1.             The name of the corporation/limited partnership is Sealy Mattress Company of Kansas City, Inc.

2.             The name of this registered agent is CT Corporation System.

3.             The address, including street number, if any, of the present business office of the registered agent is 906 Olive Street, St. Louis, Missouri 63101.

4.             The address, including street number, if any, of the business office of the registered agent is hereby changed to 120 South Central Avenue, Clayton, Missouri 63105.

5.             Notice in writing of the change has been mailed by the registered agent to the corporation/limited partnership named above.

6.             The address of its registered office of the corporation/limited partnership named above and the business office of the registered agent, as changed, is identical.

(The following should be executed only if the registered agent is a natural person)

IN WITNESS WHEREOF, the undersigned registered agent has caused this report to be executed this                      day of                                                            , 19   .

Signature of Registered Agent

State of
		ss
County of

On this                     day of                                       , in the year 19    , before me,                                                          , a Notary Public in and for said state, personally appeared                                                           known to me to be the person who executed the within Statement of Change of Business Office and acknowledged to me that                     executed the same for the purposes therein stated.

	Notary Public
(Notarial Seal)
	My commission expires

(The following should be executed only if the registered agent is a corporation)

IN WITNESS WHEREOF, the undersigned corporation has caused this report to be executed in its name by its president or vice president, attested by its secretary or assistant secretary this 27th day of March, 1998.

	CT Corporation System
	Name of Corporation
(Corporate Seal)    NONE
If no seal, state “none”.

Attest:

	By	/s/	Kenneth J. Uva
Secretary or Assistant Secretary		President or Vice President

2

State of New York
		ss
County of New York

On this 27th day of March in the year 1998, before me Theresa Alfieri, a Notary Public in and for said state, personally appeared
Kenneth J. Uva, Vice President.		C T Corporation	System known to me to be the person who executed the within Statement of
Name	Name of Corporation
Change of Business Office in behalf of said corporation and acknowledged to me that he executed the same for the purposes therein stated.

	/s/	Theresa Alfieri
	Notary Public
(Notarial Seal)
	My commission expires		12/31/99

3

EX-3.14

EXHIBIT 3.14

April 1, 1988

BY-LAWS
OF
SEALY MATTRESS COMPANY OF KANSAS CITY, INC.

ARTICLE I
OFFICES

SECTION 1.1.  Registered Office. The registered office of the corporation in the State of Missouri shall be located at 906 Olive Street, in the City of Kansas City, and the name of the corporation’s registered agent is CT Corporation System.

SECTION 1.2.  Other Offices. The corporation may have offices at such other places both within or without the State of Missouri as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II
MEETINGS OF SHAREHOLDERS

SECTION 2.1.  Annual Meeting. The annual meeting of the shareholders of the corporation shall be held at such place and time as the Board of Directors shall fix, on the first Wednesday in April of each year commencing in 1989 or on such other date as the Board shall fix, for the purpose of electing directors and transacting of such other business as may come before the meeting.

SECTION 2.2.  Special Meetings. Special meetings of the shareholders for any purpose or purposes may be called and the time, date and location thereof designated by the Board of Directors or the Chairman of the Board of Directors (if a Chairman of the Board of Directors shall have been elected).

SECTION 2.3.  Notice of Meetings. Written notice stating the time, date and place of each annual or special meeting of shareholders and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than fifty days before the date of the meeting.

SECTION 2.4.  Quorum. The holders of at least a majority of the shares entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business at any meeting of shareholders. If a quorum shall not be present at any meeting, the persons holding or entitled to vote by proxy a majority of the shares entitled to vote at the meeting present or represented at the meeting may adjourn the meeting without notice other than announcement at the meeting (unless other notice is required by law) to any other time, date and place no longer than ninety days after such adjournment. At any such adjourned meeting at which a quorum is present or represented, any business may be transacted that could have been transacted at the original meeting had a quorum been present or represented.

SECTION 2.5.  Action by Consent. Any action required or permitted to be taken by the shareholders of the corporation may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE III
DIRECTORS

SECTION 3.1.  Number and Election. The number of directors shall be fixed at three (3), but may be increased or decreased from time to time by resolution of the Board of Directors, provided, that at no time shall the number of directors be less than one (1), and no decrease shall have the effect of shortening the term of any incumbent director. Directors shall be elected annually by the shareholders, and the persons receiving the greatest number of votes shall be the directors. Each director elected shall hold office until the successor of such director is elected and qualified or until the death or resignation of such director or the removal of such director. Directors need not be residents of the State of Missouri or shareholders of this corporation.

SECTION 3.2.  Resignation. Any director may resign by giving written notice to the corporation. Any such resignation shall take effect at the time of receipt of notice thereof or at any later time specified therein, and, unless expressly required, acceptance of such resignation shall not be necessary to make it effective.

SECTION 3.3.  Vacancies and Newly Created Directorships. Any vacancy in the Board of Directors (whether resulting from death, resignation, removal or otherwise) and any newly created directorship may be filled by the affirmative vote of a majority of the directors then in office, though less than a quorum.

SECTION 3.4.  Regular Meetings.. An annual meeting of the Board of Directors shall be held, without notice other than this by-law, immediately after, and at the same place as, the annual meeting of shareholders of the corporation. Additional regular meetings of the Board of Directors may be held without notice at such times, dates and places as may be fixed by the Board of Directors.

SECTION 3.5.  Special Meetings. Special meetings of the Board of Directors may be called by Chairman of the Board of Directors (if a Chairman shall have been elected), or any two directors, and such meetings shall be held at such time, date and place as shall be designated in the call. Except as otherwise prescribed by the General and Business Corporation Law of the State of Missouri as amended from time to time (the “Missouri Statute”) written or actual oral notice of the time, date and place of each special meeting, addressed to each director at such director’s business address, shall be given at least 48 hours prior to such meeting. Such written notice may be delivered in person, mailed or transmitted by telegram, or, if the addressee has such equipment, by telex or teletype, and shall be deemed to have been given when delivered in person or to the telegraph company, when transmitted on telex or teletype equipment, or 48 hours after deposit in the United States mail postage prepaid. Any director may waive notice of any meeting.

2

SECTION 3.6.  Quorum. A majority of the whole Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. If a quorum shall not be present at any meeting, a majority of the directors present may adjourn the meeting without notice other than announcement at the meeting to any other time, date and place.

Any member of the Board of Directors or of any committee designated by the Board may participate in a meeting of the directors or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by means of such equipment shall constitute presence in person at such meeting.

SECTION 3.7.  Presumption of Assent. Unless otherwise provided by the Missouri Statute, a director of the corporation who is present at a meeting of the Board of Directors at which action is taken on any corporate matter shall be presumed to have assented to the action taken unless the dissent of such director shall be entered in the minutes of the meeting or unless such director shall file a written dissent to such action with the person acting as Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

SECTION 3.8.  Action without Meeting. Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if a written consent thereto is signed by all members of the board or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.

SECTION 3.9.  Executive Committee. The Board of Directors may, by resolution passed by a majority of the number of directors fixed by these by-laws, designate two or more directors of the corporation to constitute an executive committee, which, to the extent provided in such resolution and by Missouri law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers that may require it.

SECTION 3.10.  Other Committees. The Board of Directors may, by resolution passed by a majority of the number of directors fixed by these by-laws, designate such other committees as it may from time to time determine. Each such committee shall consist of two or more directors, shall serve for such term and shall have and may exercise, during intervals between meetings of the Board of Directors, such lawfully delegable duties, functions and powers as the Board of Directors may from time to time prescribe.

SECTION 3.11.  Quorum and Manner of Acting—Committees. The presence of a majority of members of any committee shall constitute a quorum for the transaction of business at any meeting of such committee, and the act of a majority of those present shall be necessary for the taking of any action at such meeting.

3

SECTION 3.12.  Committee Chairman, Books and Records, Etc. The chairman of each committee shall be selected from among the members of the committee by the Board of Directors. Each committee shall keep a record of its acts and proceedings, and all actions of each committee shall be reported to the Board of Directors at its next meeting. Each committee shall fix its own rules of procedure not inconsistent with these by-laws or the resolution of the Board of Directors designating such committee and shall meet at such times and places and upon such call or notice as shall be provided by such rules.

ARTICLE IV
OFFICERS

SECTION 4.1.  Designation of Officers. The officers of the corporation shall be a President, one or more Vice Presidents (who may be designated by class or function), a Treasurer, a Secretary and such other officers (including Assistant Treasurers and Assistant Secretaries) as the Board of Directors may elect. The Board of Directors may at any time, in its discretion, elect a Chairman of the Board of Directors (the “Chairman”) to be the chief executive officer of the corporation and to have the other powers and duties set forth herein.

SECTION 4.2.  Election and Term. Each officer shall be elected by the Board of Directors to serve until the successor thereof is elected or until the earlier resignation or removal of such officer.

SECTION 4.3.  Resignation, Removal and Vacancies. Any officer may resign by giving written notice to the Chairman or the Secretary. Any such resignation shall take effect at the time of receipt of notice thereof or at any later time specified therein, and, unless expressly required, acceptance of such resignation shall not be necessary to make it effective. Any officer may be removed, with or without cause, by a majority of the directors then in office, and a vacancy in any office (whether resulting from death, resignation, removal or otherwise) may be filled by the Board of Directors. The removal of any officer shall be without prejudice to any rights such officer may have under any agreement.

SECTION 4.4.  Chairman. In the event that the Board of Directors determines to elect a Chairman pursuant to Section 4.1 hereof, the Chairman shall be the chief executive officer of the corporation and shall have authority and responsibility for the general management, direction and overall supervision, subject to the authority of the Board of Directors, of the corporation’s business and affairs and its officers and employees, and shall have the power to appoint, remove and discharge any and all employees of the corporation not elected or appointed directly by the Board of Directors. The Chairman shall preside at all meetings of the Board of Directors and shareholders and shall have authority to designate the duties and powers of other officers and delegate special powers and duties to specified officers, so long as such designation shall not be inconsistent with any statute, these by-laws or any action of the Board of Directors. The Chairman shall also have power to execute, and shall execute deeds, mortgages, bonds, contracts or other instruments of the corporation except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors or by the Chairman to some other officer or agent of the corporation. The Chairman may sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by the Board

4

of Directors. The stock in general shall have all other powers and shall perform all other duties that are normally incident to the chief executive officer of a corporation or as may be prescribed by the Board of Directors from time to time.

SECTION 4.5.  President. Prior to the time, if any, at which the Board of Directors shall elect a Chairman pursuant to Section 4.1 hereof, the President shall have the duties, responsibilities and powers set forth in Section 4.4 hereof. In the event that the Board of Directors elects a Chairman, the President, under the Chairman, and subject to the authority of the Board of Directors and the Chairman, shall be the chief operating officer of the corporation and shall be charged with implementing the policies of the corporation as determined by the Chairman and the Board of Directors. In the event that the Chairman, due to absence or any other cause, shall refuse or be unable at any time to attend to or to perform the duties of Chairman as above prescribed, the President shall perform the duties of the Chairman. The President may sign, pursuant to Section 6.1 hereof, certificates for shares of stock in the corporation, the issuance of which shall have been duly authorized by the Board of Directors. The President shall have such other powers and duties as the Board of Directors or the Chairman (if a Chairman shall have been elected) may from time to time determine.

SECTION 4.6.  Vice Presidents. In the absence of the President, or in the event of the President’s inability or refusal to act, the Vice Presidents, in order of their rank as fixed by the Board of Directors or, if not ranked, the Vice President designated by the Board of Directors or the Chairman (if a Chairman shall have been elected), shall perform all duties of the President and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties, not inconsistent with statute, these by-laws, or any action of the Board of Directors, as from time to time may be prescribed for them, respectively, by the Board of Directors or the Chairman (if a Chairman shall have been elected), which may include the execution of deeds, mortgages, bonds, contracts or other instruments of the corporation. Any Vice President may sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by the Board of Directors.

SECTION 4.7.  Treasurer. The Treasurer shall:  (a) be responsible to the Board of Directors for the receipt, custody and disbursement of all funds and securities of the corporation; (b) receive and give receipts for funds due and payable to the corporation from any source whatsoever and deposit all such funds in the name of the corporation in such banks, trust companies or other depositories as shall from time to time be selected in accordance with the provisions of Section 5.2 of these by-laws; (c) disburse the funds of the corporation as ordered by the Board of Directors or the Chairman or as otherwise required in the conduct of the business of the corporation; (d) render to the Chairman or the Board of Directors, upon request, an account of all transactions of such officer as Treasurer and of the financial condition of the corporation; and (e) in general, perform all the duties normally incident to the office of Treasurer and such other duties as may from time to time be assigned by the Chairman (if a Chairman shall have been elected), the President, the Board of Directors or these by-laws. The Treasurer may sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by resolution of the Board of Directors. The Treasurer may delegate such details of the performance of duties of the office of Treasurer as

5

may be appropriate in the exercise of reasonable care to one or more persons in the place of such officer, but shall not thereby be relieved of responsibility for the performance of such duties.

SECTION 4.8.  Secretary. The Secretary shall:  (a) keep the minutes of the meetings of the shareholders, the Board of Directors and committees of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) have charge of the corporate records and of the seal of the corporation; (d) affix the seal of the corporation or a facsimile thereof, or cause the same to be affixed, to all certificates for shares prior to the issue thereof and to all documents the execution of which on behalf of the corporation under its seal is duly authorized by the Board of Directors or otherwise in accordance with the provisions of these by-laws; (e) keep a register of the post office addresses of each shareholder, director and committee member that shall from time to time be furnished to the Secretary by such shareholder, director or member; (f) sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by resolution of the Board of Directors; (g) have general charge of the stock transfer books of the corporation; and (h) in general, perform all duties normally incident to the office of Secretary and such other duties as may from time to time be assigned by the Chairman (if a Chairman shall have been elected), the President or the Board of Directors. The Secretary may delegate such details of the performance of the duties of the office of Secretary as may be appropriate in the exercise of reasonable care to one or more persons in the place of such officer, but shall not thereby be relieved of responsibility for the performance of such duties.

SECTION 4.9.  Assistant Treasurers and Assistant Secretaries. The Assistant Treasurers and Assistant Secretaries, if any, shall perform all functions and duties that may be assigned to them by the Treasurer or Secretary, respectively, or by the Chairman (if a Chairman shall have been elected), the President or the Board of Directors. If authorized by the Treasurer or the Secretary, as the case may be, any Assistant Treasurer or Assistant Secretary may sign, pursuant to Section 6.1 hereof, certificates for shares of the corporation in place of the Treasurer or Secretary, respectively.

SECTION 4.10.  Other Officers. The Board of Directors may from time to time elect such other officers to perform such duties and responsibilities as it shall prescribe.

SECTION 4.11.  Salaries. The compensation of the officers of the corporation shall be fixed from time to time by the Board of Directors or by such officer as it shall designate for such purpose or as it shall otherwise direct. No officer shall be prevented from receiving a salary or other compensation by reason of the fact that such officer is also a director of the corporation.

ARTICLE V
CHECKS AND DEPOSITS

SECTION 5.1.  Checks, Drafts, Etc. All checks, demands, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers or agent or agents of the corporation, and in such manner, as shall from time to time be authorized by the Board of Directors.

6

SECTION 5.2.  Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE VI
SHARE RECORDS AND TRANSFERS

SECTION 6.1.  Share Certificates. Every shareholder shall be entitled to have a certificate in such form as the Board of Directors shall from time to time approve, signed on behalf of the corporation by the President or any elected Vice President, and by the Treasurer or the Secretary (or, if so authorized, any Assistant Treasurer or Assistant Secretary) certifying the number of shares held of record by such shareholder.

SECTION 6.2.  Record Ownership. A record of the name and address of the holder of each certificate, the number of shares represented thereby, and the date of issue thereof shall be made on the corporation’s books. The corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof, and shall not be bound to recognize any equitable or other claim to or interest in any share on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by the laws of Missouri.

SECTION 6.3.  Lost Certificates. Any person claiming a share certificate in lieu of one lost, stolen, mutilated or destroyed shall give the corporation an affidavit as to its loss, theft, mutilation or destruction. Such holder shall also, if required by the Board of Directors, give the corporation a bond, in such form and amount as may be approved by the Board of Directors (or any agent of the corporation to which authority for such approval shall have been delegated by the Board) sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft, mutilation or destruction of the certificate or the issuance of a new certificate.

SECTION 6.4.  Transfer of Shares. Transfer of shares of stock shall be made on the books of the corporation only by direction of the person named in the certificate or such person’s attorney, lawfully constituted in writing, and only upon the surrender for cancellation of the certificate therefor, duly endorsed or accompanied by a written assignment of the shares evidenced thereby.

SECTION 6.5.  Transfer Agent and Registrar. The corporation may appoint one or more transfer offices or agencies, each in charge of a transfer agent designated by the Board of Directors (who shall have custody, subject to the direction of the Secretary, of the original stock ledger and stock records of the corporation) where the shares of the capital stock of the corporation of any class or series specified in such appointment shall be registered. The corporation may also appoint one or more registry offices, each in charge of a registrar designated by the Board of Directors, where its stock of any class or series specified in such appointment shall be registered. Except as otherwise provided by resolution of the Board of Directors with respect to temporary certificates, no certificate for shares of capital stock of the corporation for which a transfer agent or registrar has been appointed shall be valid unless countersigned by such transfer agent and registered by such registrar authorized as aforesaid.

7

SECTION 6.6.  Restrictions on Transfer. Any shareholder may enter into an agreement with other shareholders or with the corporation providing for reasonable limitation or restriction on the right of such shareholder to transfer shares of capital stock of the corporation held by such shareholder, including, without limiting the generality of the foregoing, agreements granting to such other shareholders or to the corporation the right to purchase for a given period of time any of such shares. Any such limitation or restriction on the transfer of shares of this corporation may be set forth on certificates representing shares of capital stock, in which case the corporation or the transfer agent shall not be required to transfer such shares upon the books of the corporation without receipt of satisfactory evidence of compliance with the terms of such limitation or restriction.

ARTICLE VII
GENERAL PROVISIONS

SECTION 7.1.  Fiscal Year. The fiscal year of the corporation shall end on November 30 of each year.

SECTION 7.2.  Voting of Securities. Subject to control and direction of the Board of Directors, the Chairman of the Board (if a Chairman shall have been elected) or such other person as the Board of Directors may designate for such purpose either generally or in any particular instance, shall have full power and authority, in the name and on behalf of the corporation, to attend, act and vote at any meeting of security holders of any company in which the corporation may hold any securities, or to consent as a security holder to any action proposed to be taken by such company. At any such meeting, or in connection with any such action, the Chairman of the Board (if a Chairman shall have been elected) or such other person shall possess and may exercise any and all rights and powers incident to the ownership of such securities which, as the holder thereof, the corporation might possess and exercise, and such person may exercise such power and authority through the execution of proxies or written consents or may delegate such power and authority to any other officer, agent or employee of the corporation.

SECTION 7.3.  Amendments to By-Laws. These by-laws may be altered or repealed by the shareholders.

ARTICLE VIII
INDEMNIFICATION AND INSURANCE

SECTION 8.1.  Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the corporation to the fullest extent authorized by the Missouri Statute, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to

8

the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 8.2, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the corporation. The right to indemnification conferred in this Section 8.1 shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Missouri Statute requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under Section 8.2 or otherwise. The corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

SECTION 8.2.  Right of Claimant to Bring Suit. If a claim under Section 8.1 is not paid in full by the corporation within thirty days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the Missouri Statute for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation. Neither the failure of the corporation (including its Board of Directors, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Missouri Statute, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel, or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

SECTION 8.3.  Non-Exclusivity of Rights. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article VIII shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, by-law, agreement, vote of shareholders or disinterested directors or otherwise.

9

SECTION 8.4.  Insurance. The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Missouri Statute.

10

EX-3.15

EXHIBIT 3.15

ARTICLES OF INCORPORATION
OF
SEALY OF MARYLAND AND VIRGINIA, INC.

FIRST:  I, M. Peter Moser, whose post office address is 1300 Mercantile Bank & Trust Building, 2 Hopkins Plaza, Baltimore, Maryland 21201, being at least eighteen (18) years of age, hereby form a corporation under and by virtue of the General Laws of the State of Maryland.

SECOND:  The name of the corporation (hereinafter called the “Corporation”) is

SEALY OF MARYLAND AND VIRGINIA, INC.

THIRD:  The purposes for which the Corporation is formed are:

(a)  To engage in the business of manufacturing, selling, leasing and distributing mattresses, furniture cushions and other bedding products and furniture and related products.

(b)  To carry on any of its business and activity in the State of Maryland, in any state, territory, district or dependency of the United States, or in any foreign country.

(c)  To do anything permitted in Section 2-103 of the Corporations and Associations Article of the Annotated Code of Maryland, as amended from time to time.

FOURTH:  The post office address of the principal office of the Corporation in this State is Baltimore Beltway at Exit 10, Baltimore, Maryland 21227. The name and post office address of the resident agent of the Corporation in this State is M. Peter Moser, 1300 Mercantile Bank & Trust Building, 2 Hopkins Plaza, Baltimore, Maryland 21201. Said agent is an individual actually residing in this State.

FIFTH:  The total authorized capital stock of this Corporation is 1,200,100 shares, consisting of 1,000,000 shares of Preferred Stock of the par value of $10.00 each, 100 shares of Class A Common Stock of the par value of $1.00 each, and 200,000 shares of Class B Common Stock of the par value of $1.00 each. The aggregate par value of all shares of all classes of stock is $10,200,100. The description of each class of stock, with the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and qualifications of each class of stock are as follows:

PREFERRED STOCK

(a)  DIVIDENDS: The holders of Preferred Stock shall be entitled to receive from the surplus or net profits of the Corporation, when and as declared by its Board of Directors, dividends at the rate of $1.20 per share per annum, payable annually on the 15th day of January of each year. Such dividends shall be non-cumulative, but shall be payable for the current fiscal year of the Corporation before any dividends shall be paid or set apart for the Common Stock for such current fiscal year. The Preferred Stock shall not be entitled to

participate in or receive any dividends or share of profits, whether payable in cash, stock or property, in excess of the aforesaid non-cumulative dividends.

(b)  PREFERENCES UPON LIQUIDATION: In the event of liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, the holders of the issued and outstanding Preferred Stock shall be entitled to receive out of the assets before any distribution to the holders of any other issued stock a sum equal to $10.00 for each share plus all declared but unpaid non-cumulative dividends thereon.

A consolidation or merger of the Corporation with any other corporation or corporations shall not be deemed to be a liquidation, dissolution or winding up within the meaning of the foregoing clause.

(c)  VOTING RIGHTS: Except as otherwise provided by law, the holders of the Preferred Stock shall not be entitled to vote under any circumstances or in connection with any action taken by the Corporation.

(d)  REDEMPTION: At the option of the Board of Directors, the whole or any part of the Preferred Stock outstanding at any time may be redeemed on any of the respective dates fixed for the payment of dividends thereon, at a price equal to $11.00 per share, together with all declared, but unpaid dividends accrued thereon to the date of redemption, upon not less than thirty (30) days previous notice given by mail to the holders of record of the Preferred Stock. In the event that less than all of the outstanding Preferred Stock is to be redeemed, the redemption may be effected by lot or pro rata, in such manner as may be prescribed by resolution of the Board of Directors. After any of the outstanding Preferred Stock shall have been called for redemption and the holders thereof duly notified and the funds necessary to effect such redemption shall have been set aside by the Board of Directors, the holders thereof shall have no further rights as stockholders of the Corporation but shall be entitled only upon presentation of the certificates properly endorsed to receive the redemption value thereof, as above set forth. Notice of redemption shall be deemed to have been given when addressed to such Preferred Stockholders at their addresses recorded on the books of the Corporation and deposited in the United States mail.

COMMON STOCK

The Class A Common Stock and the Class B Common Stock shall be identical in all respects, except as follows:

(a)VOTING RIGHTS: The holders of the Class B Common Stock shall have no voting rights, powers or privileges for any purposes, except as otherwise required by law, and the holders of the Class A Common Stock, to the exclusion of the holders of the Class B Common Stock and Preferred Stock, shall have all voting rights, powers and privileges as stockholders of the Corporation.

(b)STOCK DIVIDENDS: Stock dividends may not be payable in shares of Class A Common Stock; stock dividends payable in shares of Class B Common Stock may be paid only to holders of Class B Common Stock.

2

(c)PARTICIPATION IN DIVIDENDS, ETC.: As long as any of the Class B Common Stock shall be issued and outstanding, no dividends shall be payable with respect to the Class A Common Stock. In the event that dividends are declared at a time when there is no Class B Common Stock issued and outstanding, such dividends may be paid to the holders of the Class A Common Stock, pro rata according to their stockholdings, after the holders of the Preferred Stock have been paid the non-cumulative preferred dividends, described hereinabove. In the event of the dissolution, liquidation or winding up of the Corporation at a time when any Class B Common Stock is issued and outstanding, after the distribution of assets to the holders of the Preferred Stock as provided hereinabove, the holders of the Class A Common Stock and the Class B Common Stock shall share equally in the distribution of assets, to the extent of $1.00 per share, and the holders of the Class A Common Stock shall be entitled to receive no further distributions, all such further distribution being payable to the holders of the Class B Common Stock, pro rata according to their stockholdings. In the event of the dissolution, liquidation or winding up of the Corporation at a time when no Class B Common Stock is issued and outstanding, after the distribution of assets to the holders of the Preferred Stock as provided hereinabove, the holders of the Class A Common Stock shall share in all distributions pro rata according to their stockholdings.

SIXTH:  Concerning proposed actions requiring the approval of one or more, or all, classes of stock, on all such matters with respect to which the vote of more than a majority of all votes entitled to be cast is otherwise required under the Corporations and Associations Article of the Annotated Code of Maryland (including, without limitation, the approval of a proposed consolidation, merger, share exchange, transfer of assets, amendment to the articles of incorporation, or dissolution), the vote of a majority of all votes of any class of stock entitled to be cast on the matter shall be necessary and sufficient to approve such action.

SEVENTH:  The number of directors of the Corporation shall be 3, which number may be increased or decreased pursuant to the By-Laws of the Corporation, and so long as there are less than 3 stockholders, the number of directors may be less than 3 but not less than the number of stockholders. The names of the directors, who shall act until the first annual meeting or until their successors are duly chosen and qualified are: Marc Rudick, Wayne Rudick and Bernard Reiss.

EIGHTH:  No Stockholders of the Corporation shall have any preferential or pre-emptive right to acquire additional shares of stock of the Corporation except to the extent that, and on such terms as, the Board of Directors from time to time may determine.

NINTH:  The Corporation shall have the power to indemnify, by express provision in its By-Laws, by Agreement or by majority vote of either its stockholders or disinterested directors, any one or more of the following classes of individuals: (1) present or former directors and/or officers of the Corporation, (2) present or former agents and/or employees of the Corporation, (3) present or former administrators, trustees or other fiduciaries under pension, profit sharing, deferred compensation, or any other employee benefit plan maintained by the Corporation and (4) persons serving or who have served at the request of the Corporation in any of the aforementioned capacities for any other corporation, partnership, joint venture, trust, or other enterprises.  Provided, however, that the Corporation shall not have the power to indemnify any person if such indemnification would be contrary to Section 2-418 of the

3

Corporations and Associations Article of the Annotated Code of Maryland, or any statute, rule or regulation of similar import.

IN WITNESS WHEREOF, I do hereby acknowledge these Articles of Incorporation to be my act this 23^rd day of September, 1980.

M. Peter Moser	(SEAL)
M. Peter Moser

4

ARTICLES OF TRANSFER
BETWEEN
THE MARYLAND BEDDING COMPANY
AND
SEALY OF MARYLAND AND VIRGINIA, INC.

THIS IS TO CERTIFY THAT:

FIRST:  The Maryland Bedding Company, a Maryland corporation (the “Transferor”) agrees to transfer a substantial portion of its property and assets unto Sealy of Maryland and Virginia, Inc., a Maryland corporation (the “Transferee”).

SECOND:  The Transferor is a body corporate incorporated under the general laws of the State of Maryland.  The Transferor’s principal office is in Baltimore County, Maryland.  The Transferor owns no interest in land in the State of Maryland, the title to which could be affected by the recording of an instrument among the land records.

THIRD:  The Transferee is a body corporate incorporated under the general laws of the State of Maryland.  The principal office of the Transferee is in Baltimore County, Maryland.  The principal place of business of the Transferee in the State of Maryland is located at Baltimore Beltway at Exit 10, Baltimore, Maryland 21227.  The Transferee’s agent for the service of process in the State of Maryland is M. Peter Moser, 1300 Mercantile Bank & Trust Building, 2 Hopkins Plaza, Baltimore, Maryland 21201.

FOURTH:  The terms and conditions of the transaction set forth in these Articles of Transfer were advised, authorized and approved by each Corporation party to these Articles of Transfer in the manner and by the vote required by its charter and the laws of the place where it is organized.

FIFTH:  The transactions set forth in these Articles of Transfer were approved by the Transferor in the following manner.  By unanimous written consent in lieu of a meeting, the Board of Directors of the Transferor adopted a resolution declaring that the proposed transaction is advisable on terms and conditions substantially similar to those set forth in the resolution, and directed that the proposed transaction be submitted for consideration by the Stockholders of the Corporation.  The proposed transaction was approved by all of the Stockholders of the Transferor by unanimous written consent in lieu of a meeting.

SIXTH:  The proposed transaction was approved by the Transferee in the following manner.  The proposed transaction was advised, authorized and approved by the Board of Directors of the Transferee, and in the manner and by the vote required by the charter and by-laws of the Transferee and by the laws of the State of Maryland.

SEVENTH:  The nature and amount of consideration to be paid by the Transferee to the Transferor for the assets to be transferred by the Transferor are as follows.  The consideration to be paid by the Transferee shall be $1,500,000, all of which shall be paid

pursuant to a Promissory Note issued by the Transferee to Transferor, and the assumption by the Transferee of certain business debts and liabilities in amounts aggregating $3,329,187.49.

IN WITNESS WHEREOF, on this 15^th day of January 1981, The Maryland Bedding Company and Sealy of Maryland and Virginia, Inc. have caused these presents to be executed on their behalf by their respective Presidents and attested by their respective Secretaries or Assistant Secretaries, and their respective Presidents acknowledge, under penalties of perjury, that these Articles of Transfer are the corporate act of each of said corporations and that the facts and matters set forth herein are true in all material respects. 

ATTEST:		THE MARYLAND BEDDING COMPANY
/s/	Ellsworth Orem	By	/s/     Joseph R. Rudick	(SEAL)
Ellsworth Orem, Secretary			Joseph R. Rudick, President
ATTEST:		SEALY OF MARYLAND AND VIRGINIA, INC.
/s/	Wayne Rudick	By	/s/     Marc E. Rudick	(SEAL)
Wayne Rudick, Secretary			Marc E. Rudick, President

2

ARTICLES OF TRANSFER
BETWEEN
SEALY OF MARYLAND AND VIRGINIA, INC.
AND
MARC E. RUDICK
AND
BERNARD REISS
AND
WAYNE RUDICK
AND
MELVIN ADELSON

THIS IS TO CERTIFY:

FIRST:  SEALY OF MARYLAND AND VIRGINIA, INC., a Maryland corporation (the “Transferor”) agrees to transfer a substantial portion of its property and assets, as specifically set forth on Exhibit A attached hereto, unto MARC E. RUDICK, BERNARD REISS, WAYNE RUDICK and MELVIN ADELSON, constituting all of the Class B Common Stockholders of the Transferor (hereafter collectively referred to as the “Stockholders” or as the “Transferee”).

SECOND: The Transferor is a body corporate incorporated under the general laws of the State of Maryland.  The Transferor’s principal office is located at Exit 10 at Beltway, Baltimore County, Maryland 21227.  The Transferor owns no interest in land, the title to which could be affected by the recording of an instrument among the land records.

THIRD:  The business address of each Transferee is located at 1003 St. George’s Road, Baltimore City, Maryland 21210.

FOURTH:   The terms and conditions of the transaction set forth in these Articles of Transfer were advised, authorized, and approved by the Transferor in the manner and by the vote required by its charter and the laws of the place where it is organized.

FIFTH:  The transaction set forth in these Articles of Transfer were approved by the Transferor in the following manner.  The Board of Directors of the Transferor adopted a resolution declaring that the proposed transaction described herein is advisable, and directed that the proposed

transaction be submitted to the stockholders for consideration and approval.  The stockholders adopted a resolution declaring that the proposed transaction described herein is approved.

SIXTH:  The nature and amount of the consideration to be paid by the Transferee to the Transferor for the assets to be transferred to the Transferor is as follows.  The consideration to be paid by the Transferee is the surrender to the Transferor of those shares of Class B Common Stock of the Transferor held by each Transferee as set forth in Exhibit B attached hereto.

IN WITNESS WHEREOF, on this 29^th day of December, 1986, Sealy of Maryland and Virginia, Inc. has caused these presents to be executed on its behalf by its President and attested by its Assistant Secretary, and Marc E. Rudick, Bernard Reiss, Wayne Rudick and Melvin Adelson, have each executed these Articles of Transfer on his own behalf, and the President of Sealy of Maryland and Virginia, Inc. and each Transferee hereby acknowledges, under penalties for perjury, that these Articles of Transfer are the act of the party executing the Articles of Transfer and that the facts and matters set forth herein are true in all material respects.

ATTEST:	SEALY OF MARYLAND AND VIRGINIA, INC.
	By:	/s/	Marc E. Rudick
/s/		President
, Assistant Secretary
	- Transferor -
WITNESS:
		/s/	Marc E. Rudick
/s/	Marc E. Rudick
/s/		/s/	Bernard Reiss
	Bernard Reiss
/s/		/s/	Wayne Rudick
	Wayne Rudick
/s/		/s/	Melvin Adelson
	Melvin Adelson
	- Transferee -

2

Exhibit A

PURCHASED ASSETS

1.FIXED ASSETS:

Department #	Account #	Asset Description
801	8	7 Terminals
801	8	5 Chairs
801	8	2 VTS 20 with F3620 Keyboard
801	8	Printer
801	8	Model 250 PC
801	8	Printers
801	8	Printronix Line Printer
801	8	SDC-4 Datamizers
801	8	UTS 20 Display/Expanded K
801	8	Tape Drive
801	8	Techman GSU500A Compu Par
801	8	3002 PEP Kits
801	8	COMPAQ 256K with Dual Dri
801	8	Flexible Image Printer
801	8	Data Miser
801	8	Dual Drive/Single Drive
801	8	UTS 20 Display
801	8	Computer Merchandise
801	8	Liberty Freedom 100CRT TE
801	8	DP Cable
801	8	Controller/Operator Stati

Department #	Account #	Asset Description
801	8	4 UTDS20 Terminals
801	8	2 Tables/1Desk
801	8	4-Shelves/1 I/O Cabinet
801	8	Magnetic Tape Cleaner
801	8	1-Toshiba Mod 1273P S/N 1
801	8	1-1417-L1 Steel Lateral F
801	8	1-700 Storage Cab EDSAL
801	8	Terminal Multiplexer #800
801	8	Additional Memory - Mainframe
801	8	Hard Disk
801	8	Printer Cables
801	8	1 Kaypro PC
801	8	NEC P-Z Printer
801	8	2 3612-98-SVT-1120
801	8	3 PEP Boards
801	35	Software
801	35	Software Purchase Fee
801	35	Prof. COBOL VI 2
3100	8	Walnut Top Desk
3100	B	Office Furniture
3100	8	Custom Made Cabinet
3100	8	1-Chair #462 Oxford Tudor
3100	8	24 Rattan Chairs, 7 Bar Stools
3100	16	16 Lamps Dud Hishpoint MR

2

Department #	Account #	Asset Description
3100	16	11 Tables Dud Hishpoint M
3100	16	25.33 Sq Yds Carpet Highp
3100	16	Furniture For Hishpoint M
3100	16	Leasehold Improvements HP M
3200	8	Vertical Files
3200	8	2-Walnut Top Desks
3200	8	2 DA-6860-FNt Rotopanels
3200	8	1-IBM Used Typewriter
3200	8	1-Chair
3200	8	2-Walnut Tops for Desk
3200	8	1-Desk
3200	8	File Cab/Dsk/Chair/Storage
3200	8	1-32925 Hon Metro Series
3200	8	4-Chairs/2-Chaise/1-Table
3200	8	Otto/Table/Chaise White
3200	8	Sharp Print Calculator
3200	8	3-Monarch Side Arm Chairs
3200	8	Taylor Posture Chair
3200	8	Black Finish File Cabinet
3200	8	2-Black Finish File Cabinets
3200	8	IBM Selectric II Typewriter
3200	8	1-MOD 72 Scriptomat Adore
3200	8	IBM Selectric II
3200	8	Gatherese Collator X/N 78

3

Department #	Account #	Asset Description
3200	8	1-MDD 1900 Electric Calcu.
3200	8	Furniture for Duo Office
3200	8	1-Selectric Typewriter
3300	8	Furniture PC Cabinet
3300	8	Media Cab/Shelf with Divi
3300	8	1- Secretary Desk Center Drawer
3300	8	1- Royal Printing Calculator
3300	8	Execu Chair/Desk/Credenza
3300	8	2-Arm Chairs
3300	8	1-Credenza W/Sliding Door
3300	8	1-Double Pedestal Desk
3300	8	1 Exec Swivel Arm Chair
3300	8	1 Chair/1-4 Drwr file Cab
3300	8	1 Typing Stand #113
3300	8	2- Calcu/Var Used Dfc Furn.
3300	12	Enger Sew Sta S/N31467/4
3300	12	Forklift Truck Battery/Cha
3300	12	Consew Cyl Wakg FT W/Tabl
3300	12	Air Compressor
3300	12	1 Set of Welt Feet
3300	12	2-Consew Sewing Mach #255
3300	12	Royal 5005XL Typewriter
3300	12	Model Spinmatic 6 Dowel
3300	12	2331792 Floor Glide Forkl

4

Department #	Account #	Asset Description
3300	12	Model 630 Vacuum/Attachmn
3300	12	Consew Sewing Machines
3300	12	Duo Storage Containers
3300	12	Duo Storage Containers
3300	12	Duo Storage Containers
3300	12	Sewing Head
3300	12	Rebuilt Singer 269
3300	12	2 Specdi-Notchers
3300	12	Used Crescent 36”
3300	12	Clark Lift Truck S/N250-2
3300	12	1 Vertical Saw/L Band Saw
3300	12	H-275 Hesco Compacter
3300	12	Bandsaw Welder
3300	12	Leather Stitching Machine
3300	12	AB Dick Plain Paper Copier
3300	12	Consew Model 230R Sewing
3300	12	Sigma T-Nut Drill/Driver
3300	12	Materal Measuring/Inspect
3300	12	Corp Logo Sig/Gen Ofc SI
3300	12	Hailey-Drye Form Cutter
3300	12	1-Apex CT110 Cushin Turng
3300	12	1-Pickr Lift Truck Prime
3300	12	1-Battery-120125-13
3300	12	1-Battery Charger

5

Department #	Account #	Asset Description
3300	12	One Used Clark ROS-25
3300	12	1-Manual AK Clip Machine
3300	12	1-New 25HP Toshiba Poly S
3300	12	1-PC Hand Hose Drum Truck
3300	12	3-D/B Mini Coders
3300	12	1-Used Brother Sersng Mac
3300	12	1-Fischein Portable Bag
3300	12	1-Airless Unit/Drum Cover
3300	12	50-Line Pallets 10-Trim C
3300	12	Steel Shelving For Maint
3300	12	7-Portable Drun Racks/Frg
3300	12	Machinery Set-up Charges
3300	12	1-Foam Rubbercutter, Air
3300	12	1-Miter Gage/Non Tilting R
3300	12	1-Union Special Class 513
3300	12	9-Duo Lift Loaders
3300	12	1-Double Welt Attachment
3300	12	1-Zipper Attachment
3300	12	1-New Bosch Rubber Cutter
3300	12	1-New Bosch Foam Cutter 8
3300	12	1-B” Wolf Model Cloth Cutter
3300	12	1-1Z726 1/3HP Dust Collector
3300	12	2-Model 65 Clinching Tool
3300	12	1-Porter Saw

6

Department #	Account #	Asset Description
3300	12	1-Model 65 Clinching Tool
3300	12	1-Model D. Fischbein Bag
3300	12	1-Rotolite Triton 1
3300	12	1-Sewing Machine W/Stand
3300	12	2-Rex Spreading Machines
3300	12	Wolf Blazer Cutting Machine
3300	12	1-Apex Cns/Cushion Stuffer
3300	12	1-62” REX IT-S/N T4333
3300	12	1-Electric Steam Boiler
3300	12	2-Versa Rolr Cnveyr Sesin
3300	12	1-Cushion Filling Mach #C
3300	12	1-3131 1/4TON CM Elect HO
3300	12	Comet Straight Knfe Cuting
3300	12	1-3W009 500 LB Lift Truck
3300	12	RG-52 Shedder #YB254
3300	12	Porter Cut-Offsaw
3300	12	1 Phillocraft Table
3300	12	Wiltlers Sew Mach Mod 55
3300	12	Consew Sew Mach 225
3300	12	Singer Sew Mach #112W140
3300	12	2 Sew Mach #WE 7002142
3300	12	Row Spacers & Step Beams
3300	12	8” Round Knife 048967
3300	12	Boring & Dowel Driving MA

7

Department #	Account #	Asset Description
3300	16	Oil Pressure Switches
3300	16	Fire Protection System
3300	16	10 KVAR Capicators
3300	16	Improvements Plant Prepar
3300	16	Ring Down Circ to Balto
3300	16	Improvements Plant Prepar
3300	16	Duo Mills Office
3900	12	Pressure Washer
3900	32	Engine Overhaul 80-2
3900	32	Refurbish Trailer #8512
3900	32	Engine Overhaul 78-2
3900	32	Overhaul Engine 78-3
3900	32	Hubdometrs/Hubcaps/Permit
3900	32	Wood Chip Trailer Rebuilt
3900	32	1979 Tractor Build-Glider
3900	32	78 GMC Tract S/N Tf192v6
3900	32	78 GMC Tract S/N TF1928Y
3900	32	Duo Tractor Engine 73-5
3900	32	Duo Tractor Engine 73-1
3900	32	Sealy Tractor Engine 71-2
3900	32	1-Trailer S/N 160241 M
3900	32	1-Trailer S/N 160240 M
3900	32	1-Trailer S/N 160239 M
3900	32	1-Trailer S/N 160238 M

8

Department #	Account #	Asset Description
3900	32	1-Trailer S/N 160237 M
3900	32	1-Trailer S/N 160236 M
3900	32	1-Trailer S/N 160235 M
3900	32	1-Trailer S/N 160234 M
3900	32	1-Trailer S/N 160233 M
3900	32	1-Trailer S/N 160232 M
3900	32	1-78 GMC Tractor
3900	32	77 GMC Tilt Forward Tract
3900	32	66 Trailmobile 40’ SNGL A
3900	32	66 40’ Van S/N 36071 #144
3900	32	65 40’ Van B/N 11280 #140
3900	32	64 40’ Van S/N 175176 #13
3900	32	64 40’ Van S/N 175175 #13
3900	32	73 GMC Tractor Mod F19672

2.SUPPLEMENTAL ASSETS:

M. Rudick Furniture

Drew Furniture

Electronic Message Board

Typewriters – Adla Elect (2)

Misc. PC’s Printers, Etc.

Suburban Funding Truck Leases

9

3.OTHER ASSETS:

(a)	Cash	$	745,000
(b)	Accounts Receivable	$	2,350,500
	Reserve	(58,817		)
(c)	Other	$	28,614
(d)	Inventories
	Raw Materials and Work in Process	$	1,528,476
	Finished Goods	$	438,821
(e)	Prepaids	$	134,632
(f)	Deferred charges	$	40,000
(g)	Sundry	$	23,000

10

EXHIBIT B

Each of the stockholders shall surrender to the Transferor the number of shares of Class B Common Stock of Transferor set forth below opposite his name:

Marc E. Rudick	5,896.3365 shares
Bernard Reiss	1,089.3525 shares
Wayne Rudick	1,659.9657 shares
Melvin Adelson	455.1937 shares

CERTIFICATE OF CORRECTION
OF
ARTICLES OF TRANSFER
BETWEEN
SEALY OF MARYLAND AND VIRGINIA, INC.
AND MARC E. RUDICK AND BERNARD REISS
AND WAYNE RUDICK AND MELVIN ADELSON

Pursuant to the provisions of the Corporations and Associations Article of the Annotated Code of Maryland, as amended, the undersigned hereby executes the following Certificate of Correction:

FIRST: That Articles of Transfer and attached Exhibits A and B were filed with the Department of Assessments and Taxation of the State of Maryland on December 29, 1986 and that said Articles of Transfer and attached Exhibits A and B require correction as permitted by Section 1-206 of the Corporations and Associations Article of the Annotated Code of Maryland.

SECOND: The inaccuracy or defect in said document to be corrected is as follows:

Article FIRST of said Articles of Transfer provides as follows:

FIRST:  SEALY OF MARYLAND AND VIRGINIA, INC., a Maryland corporation (the “Transferor”) agrees to transfer a substantial portion of its property and assets, as specifically set forth on Exhibit A attached hereto, unto MARC E. RUDICK, BERNARD REISS, WAYNE RUDICK and MELVIN ADELSON, constituting all of the Class B Common Stockholders of the Transferor (hereafter collectively referred to as the “Stockholders” or as the “Transferee”).

THIRD: The foregoing inaccuracy or defect in the document is corrected to read as follows:

Article FIRST of said Articles of Transfer should provide as follows:

FIRST:  SEALY OF MARYLAND AND VIRGINIA, INC., a Maryland corporation (the “Transferor”) agrees to transfer a substantial portion of its property and assets, as specifically set forth on Exhibit A and Exhibit B attached hereto, unto MARC E. RUDICK, BERNARD REISS, WAYNE RUDICK and MELVIN ADELSON, constituting all of the Class B Common Stockholders of the Transferor (hereafter collectively referred to as the “Stockholders” or as the “Transferee”).

IN WITNESS WHEREOF, on this 5th day of January, 1987, Sealy of Maryland and Virginia, Inc. has caused these presents to be executed on its behalf by its President and

attested by its Assistant Secretary, and Marc E. Rudick, Bernard Reiss, Wayne Rudick and Melvin Adelson, have each executed these Articles of Transfer on his own behalf, and the President of Sealy of Maryland and Virginia, Inc. and each Transferee hereby acknowledges, under penalties for perjury, that these Articles of Transfer are the act of the party executing the Articles of Transfer and that the facts and matters set forth- herein are true in all material respects.

ATTEST:	SEALY OF MARYLAND AND VIRGINIA, INC.
	By:	/s/	Marc E. Rudick
/s/		President
, Assistant Secretary
	- Transferor -
WITNESS:
		/s/	Marc E. Rudick
/s/	Marc E. Rudick
		/s/	Bernard Reiss
/s/	Bernard Reiss
		/s/	Wayne Rudick
/s/	Wayne Rudick
		/s/	Melvin Adelson
/s/	Melvin Adelson
	- Transferee -

2

Department #	Account #	Asset Description
801	8	7 Terminals
801	8	5 Chairs
801	8	2 VTS 20 with F3620 Keyboard
801	8	Printer
801	8	Model 250 PC
801	8	Printers
801	8	Printronix Line Printer
801	8	SDC-4 Datamizers
801	8	UTS 20 Display/Expanded K
801	8	Tape Drive
801	8	Techman GSU500A Compu Par
801	8	3002 PEP Kits
801	8	COMPAQ 256K with Dual Dri
801	8	Flexible Image Printer
801	8	Data Miser
801	8	Dual Drive/Single Drive
801	8	UTS 20 Display
801	8	Computer Merchandise
801	8	Liberty Freedom 100 CRT TE
801	8	DP Cable
801	8	Controller/Operator Stati
801	8	4 UTDS20 Terminals
801	8	2 Tables/1Desk
801	8	4-Shelves/1 I/O Cabinet

Department #	Account #	Asset Description
801	8	Magnetic Tape Cleaner
801	8	1-Toshiba Mod 1273P S/N 1
801	8	1-1417-L1 Steel Lateral F
801	8	1-700 Storage Cab EDSAL
801	8	Terminal Multiplexer #800
801	8	Additional Memory - Mainframe
801	8	Hard Disk
801	8	Printer Cables
801	8	1 Kaypro PC
801	8	NEC P-Z Printer
801	8	2 3612-98-SVT-1120
801	8	3 PEP Boards
801	35	Software
801	35	Software Purchase Fee
801	35	Prof. COBOL VI 2
3100	8	Walnut Top Desk
3100	B	Office Furniture
3100	8	Custom Made Cabinet
3100	8	1-Chair #462 Oxford Tudor
3100	8	24 Rattan Chairs, 7 Bar Stools
3100	16	16 Lamps Dud Hishpoint MR
3100	16	11 Tables Dud Hishpoint M
3100	16	25.33 Sq Yds Carpet Highp
3100	16	Furniture For Hishpoint M

2

Department #	Account #	Asset Description
3100	16	Leasehold Improvements HP M
3200	8	Vertical Files
3200	8	2-Walnut Top Desks
3200	8	2 DA-6860-FNt Rotopanels
3200	8	1-IBM Used Typewriter
3200	8	1-Chair
3200	8	2-Walnut Tops for Desk
3200	8	1-Desk
3200	8	File Cab/Dsk/Chair/Storage
3200	8	1-32925 Hon Metro Series
3200	8	4-Chairs/2-Chaise/1-Table
3200	8	Otto/Table/Chaise White
3200	8	Sharp Print Calculator
3200	8	3-Monarch Side Arm Chairs
3200	8	Taylor Posture Chair
3200	8	Black Finish File Cabinet
3200	8	2-Black Finish File Cabinets
3200	8	IBM Selectric II Typewriter
3200	8	1-MOD 72 Scriptomat Adore
3200	8	IBM Selectric II
3200	8	Gatherese Collator X/N 78
3200	8	1-MDD 1900 Electric Calcu.
3200	8	Furniture for Duo Office
3200	8	1-Selectric Typewriter

3

Department #	Account #	Asset Description
3300	8	Furniture PC Cabinet
3300	8	Media Cab/Shelf with Divi
3300	8	1- Secretary Desk Center Drawer
3300	8	1- Royal Printing Calculator
3300	8	Execu Chair/Desk/Credenza
3300	8	2-Arm Chairs
3300	8	1-Credenza W/Sliding Door
3300	8	1-Double Pedestal Desk
3300	8	1 Exec Swivel Arm Chair
3300	8	1 Chair/1-4 Drwr file Cab
3300	8	1 Typing Stand #113
3300	8	2- Calcu/Var Used Dfc Furn.
3300	12	Enger Sew Sta S/N31467/4
3300	12	Forklift Truck Battery/Cha
3300	12	Consew Cyl Wakg FT W/Tabl
3300	12	Air Compressor
3300	12	1 Set of Welt Feet
3300	12	2-Consew Sewing Mach #255
3300	12	Royal 5005XL Typewriter
3300	12	Model Spinmatic 6 Dowel
3300	12	2331792 Floor Glide Forkl
3300	12	Model 630 Vacuum/Attachmn
3300	12	Consew Sewing Machines
3300	12	Duo Storage Containers

4

Department #	Account #	Asset Description
3300	12	Duo Storage Containers
3300	12	Duo Storage Containers
3300	12	Sewing Head
3300	12	Rebuilt Singer 269
3300	12	2 Specdi-Notchers
3300	12	Used Crescent 36”
3300	12	Clark Lift Truck S/N250-2
3300	12	1 Vertical Saw/L Band Saw
3300	12	H-275 Hesco Compacter
3300	12	Bandsaw Welder
3300	12	Leather Stitching Machine
3300	12	AB Dick Plain Paper Copier
3300	12	Consew Model 230R Sewing
3300	12	Sigma T-Nut Drill/Driver
3300	12	Materal Measuring/Inspect
3300	12	Corp Logo Sig/Gen Ofc SI
3300	12	Hailey-Drye Form Cutter
3300	12	1-Apex CT110 Cushin Turng
3300	12	1-Pickr Lift Truck Prime
3300	12	1-Battery-120125-13
3300	12	1-Battery Charger
3300	12	One Used Clark ROS-25
3300	12	1-Manual AK Clip Machine
3300	12	1-New 25HP Toshiba Poly S

5

Department #	Account #	Asset Description
3300	12	1-PC Hand Hose Drum Truck
3300	12	3-D/B Mini Coders
3300	12	1-Used Brother Sersng Mac
3300	12	1-Fischein Portable Bag
3300	12	1-Airless Unit/Drum Cover
3300	12	50-Line Pallets 10-Trim C
3300	12	Steel Shelving For Maint
3300	12	7-Portable Drun Racks/Frg
3300	12	Machinery Set-up Charges
3300	12	1-Foam Rubbercutter, Air
3300	12	1-Miter Gage/Non Tilting R
3300	12	1-Union Special Class 513
3300	12	9-Duo Lift Loaders
3300	12	1-Double Welt Attachment
3300	12	1-Zipper Attachment
3300	12	1-New Bosch Rubber Cutter
3300	12	1-New Bosch Foam Cutter 8
3300	12	1-B” Wolf Model Cloth Cutter
3300	12	1-1Z726 1/3HP Dust Collector
3300	12	2-Model 65 Clinching Tool
3300	12	1-Porter Saw
3300	12	1-Model 65 Clinching Tool
3300	12	1-Model D. Fischbein Bag
3300	12	1-Rotolite Triton 1

6

Department #	Account #	Asset Description
3300	12	1-Sewing Machine W/Stand
3300	12	2-Rex Spreading Machines
3300	12	Wolf Blazer Cutting Machine
3300	12	1-Apex Cns/Cushion Stuffer
3300	12	1-62” REX IT-S/N T4333
3300	12	1-Electric Steam Boiler
3300	12	2-Versa Rolr Cnveyr Sesin
3300	12	1-Cushion Filling Mach #C
3300	12	1-3131 1/4 TON CM Elect HO
3300	12	Comet Straight Knfe Cuting
3300	12	1-3W009 500 LB Lift Truck
3300	12	RG-52 Shedder #YB254
3300	12	Porter Cut-Offsaw
3300	12	1 Phillocraft Table
3300	12	Wiltlers Sew Mach Mod 55
3300	12	Consew Sew Mach 225
3300	12	Singer Sew Mach #112W140
3300	12	2 Sew Mach #WE 7002142
3300	12	Row Spacers & Step Beams
3300	12	8” Round Knife 048967
3300	12	Boring & Dowel Driving MA
3300	16	Oil Pressure Switches
3300	16	Fire Protection System
3300	16	10 KVAR Capicators

7

Department #	Account #	Asset Description
3300	16	Improvements Plant Prepar
3300	16	Ring Down Circ to Balto
3300	16	Improvements Plant Prepar
3300	16	Duo Mills Office

2.SUPPLEMENTAL ASSETS:

M. Rudick Furniture

Drew Furniture

Electronic Message Board

Misc. PC’s Printers, Etc.

Typewriters-Adla Elect (2)

Suburban Funding Truck Leases

3.OTHER ASSETS:

(a)	Cash	$	745,000
(b)	Accounts Receivable	$	2,350,500
	Reserve	(58,817		)
(c)	Other	$	28,614
(d)	Inventories
	Raw Materials and Work in Process	$	1,528,476
	Finished Goods	$	438,821
(e)	Prepaids	$	134,632
(f)	Deferred charges	$	40,000
(g)	Sundry	$	23,137

8

EXHIBIT B

ASSUMED LIABILITIES

1.	Bank Debt
	Union Trust Long-Term Programs	$	528,847
	Union Trust Palletiers	175,000
	Union Trust Mamut Quilter	87,421
	Mercantile Long-Term Programs	172,194
	Mercantile DP Equipment	18,352
	Mercantile Revolving Asset	352,380
	Mercantile Working Capital	2,231,937
2.	Accounts Payable	(10,000		)
3.	Accruals (including taxes)	359,712
4.	Deferred Compensation	80,000
5.	Liability for Real Property relating to Salisbury plant, machinery and equipment
	Sublease from D.A.M. Associates At December 31, 1986 Remaining Terms:
	22 months at $37,500 per month
	60 months at $48,333 per month
6.	Liabilities to persons who, on the date hereof, are retirees from the furniture operation.
7.	Liabilities for severance, vacation, accrued but unpaid wages and salaries and employee benefits to persons who are to become employees of Sealy Furniture of Maryland.
8.	Product liability and warranty claims, and any contingent Liabilities, relating to the furniture operations.
9.	Suburban Funding Truck Lease Obligations.

ARTICLES OF MERGER

MERGING

The Maryland Bedding Company
(a Corporation of the State of Maryland)

INTO

Sealy of Maryland and Virginia, Inc.
(a Corporation of the State of Maryland)

FIRST:  The Maryland Bedding Company, a corporation organized and existing under the laws of the State of Maryland, and Sealy of Maryland and Virginia, Inc., a corporation organized and existing under the laws of the State of Maryland, agree that said The Maryland Bedding Company shall be merged into said Sealy of Maryland and Virginia, Inc. The terms and conditions of the merger and the mode of carrying the same into effect are as herein set forth in these Articles of Merger.

SECOND:  Sealy of Maryland and Virginia, Inc., a corporation organized and existing under the laws of the State of Maryland, shall survive the merger and shall continue under the name Sealy of Maryland and Virginia, Inc.

THIRD:  The parties to the articles of merger are Sealy of Maryland and Virginia, Inc., a corporation organized and existing under the laws of the State of Maryland, and The Maryland Bedding Company, a corporation organized and existing under the laws of the State of Maryland.

FOURTH:  The charter of the surviving corporation will not be amended as part of the merger.

FIFTH: The total number of shares of all classes of stock which said Sealy of Maryland and Virginia, Inc. has authority to issue is one million two hundred thousand one hundred (1,200,100) shares, divided into one hundred (100) shares of Class A Common Stock of the par value of one dollar ($1.00) each, of the aggregate par value of one hundred dollars ($100.00), two hundred thousand (200,000) shares of Class B Common Stock of the par value of one dollar ($1.00) each, of the aggregate par value of two hundred thousand dollars ($200,000.00), and one million (1,000,000) shares of Preferred Stock of the par value of ten dollars ($10.00) each, of the aggregate par value of ten million dollars ($10,000,000.00).

The total number of shares of stock of all classes which said The Maryland Bedding Company has authority to issue is twenty-five thousand (25,000) shares of Class A Common Stock of the par value of one dollar ($1.00) each, of the aggregate par value of twenty-five thousand dollars ($25,000.00), two hundred fifty thousand (250,000) shares of Class B Common Stock of the par value of ten dollars ($10.00) each, of the aggregate par values of two million five hundred thousand dollars ($2,500,000.00), two hundred fifty thousand (250,000) shares of Preferred Stock of the par value of ten dollars ($10.00) each, of the aggregate par value of two million five hundred thousand dollars ($2,500,000.00), and five hundred (500) shares of Second Preferred Convertible Stock of the par value of one thousand dollars ($1,000.00) each, of the aggregate par value of five hundred thousand dollars ($500,000.00).

SIXTH:  The manner and basis of converting or exchanging issued stock of the merged corporation into different stock or other consideration and the manner of dealing with any issued stock of the merged corporation not to be so converted or exchanged shall be as follows: stock of The Maryland Bedding Company will not be converted or exchanged. Ohio-Sealy Mattress Manufacturing Co., an Ohio corporation, owns one hundred percent (100%) of

2

the issued and outstanding capital stock of Sealy of Maryland and Virginia, Inc., and Ohio-Sealy Mattress Manufacturing Co. and Sealy of Maryland and Virginia, Inc. together own one hundred percent (100%) of the issued and outstanding capital stock of The Maryland Bedding Company. These stockholders of The Maryland Bedding Company will receive as consideration for their stock in The Maryland Bedding Company an increase in the value of Sealy of Maryland and Virginia, Inc.

SEVENTH:  The principal office of said Sealy of Maryland and Virginia, Inc. organized under the laws of the State of Maryland, is located in the County of Baltimore, State of Maryland.

The principal office of said The Maryland Bedding Company, organized under the laws of the State of Maryland, is located in the County of Baltimore, State of Maryland.

Said The Maryland Bedding Company owns no property in the State of Maryland, the title to which could be affected by the recording of an instrument among the Land Record.

EIGHTH: The terms and conditions of the transaction set forth in the articles were advised, authorized, and approved by each corporation party to the articles in the manner and by the vote required by its charter and the laws of the place where it is organized.

NINTH: The merger was approved in the following manner by The Maryland Bedding Company.

The transaction of merger was (a) duly advised by the board of directors of said The Maryland Bedding Company by the adoption on May 1, 1987, of a resolution declaring that the merger herein proposed was advisable substantially upon the terms and conditions set forth in

3

these articles of merger, and directing that the proposed articles of merger be submitted for action thereon at a special meeting of the stockholders of said corporation, and (b) duly approved by the stockholders of said corporation by informal action in lieu of said meeting of the stockholders dated May 1, 1987 by the unanimous written consent of the holders of each class of stock entitled to vote separately thereon.

TENTH : The merger was approved by Sealy of Maryland and Virginia, Inc. in the following manner:

The articles of merger were (a) duly advised by the board of directors of said Sealy of Maryland and Virginia, Inc., by the adoption on May 1, 1987, of a resolution declaring that the merger herein proposed was advisable substantially upon the terms and conditions set forth in these articles of merger, and directing that the proposed articles of merger be submitted for action thereon at a special meeting of the stockholders of said corporation; and (b) duly approved by the stockholders of said corporation by informal action in lieu of said meeting of the stockholders dated May 1, 1987 by the unanimous written consent of the holders of each class of stock entitled to vote separately thereon.

ELEVENTH: The following other provisions are deemed by the merging corporations necessary to effect this merger:

The first board of directors of the surviving corporation after the date when the articles of merger shall become effective shall be the directors of Sealy of Maryland and Virginia, Inc. in office at that date.

4

IN WITNESS WHEREOF, Sealy of Maryland and Virginia, Inc. and The Maryland Bedding Company, the corporations parties to the merger, have caused these articles of merger be signed in their respective corporate names and on their behalf by their respective presidents or vice-presidents and witnessed or attested by their secretaries all as of the fourth day of May, 1987.

			SEALY OF MARYLAND AND VIRGINIA, INC.
			By		/s/	Ronald E. Trzcinski
				Ronald E. Trzcinski, President
Attest:
	/s/	Perry E. Doermann
Secretary
			THE MARYLAND BEDDING COMPANY
			By		/s/	Ronald E. Trzcinski
				Ronald E. Trzcinski, President
Attest:
	/s/	Perry E. Doermann
Secretary

5

THE UNDERSIGNED, President of Sealy of Maryland and Virginia, Inc., who executed on behalf of said corporation the foregoing Articles of Merger, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said corporation, the foregoing Articles of Merger to be the corporate act of said corporation and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury.

	/s/	Ronald E. Trzcinski
Ronald E. Trzcinski

THE UNDERSIGNED, President of The Maryland Bedding Company, who executed on behalf of said corporation the foregoing Articles of Merger, of which this certificate is made a part, hereby acknowledges, in the name and on behalf of said corporation, the foregoing Articles of Merger to be the corporate act of said corporation and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the approval thereof are true in all material respects, under the penalties of perjury.

	/s/	Ronald E. Trzcinski
Ronald E. Trzcinski

6

CERTIFIED COPY OF RESOLUTION OF BOARD OF DIRECTORS

FOR DESIGNATION OR CHANGE OF

RESIDENT AGENT AND/OR

PRINCIPAL OFFICE

I, Perry E. Doermann, do hereby certify that I am the duly elected, qualified and acting secretary of Sealy of Maryland and Virginia, Inc., a corporation formed and existing under the laws of the state of Maryland, and that by unanimous written consent of the board of directors of said corporation, on the 1^st day of April, 1988, the following resolutions were adopted, which said resolutions remain in full force and effect:

RESOLVED that the resident agent of this corporation in the state of Maryland be and it hereby is changed to THE CORPORATION TRUST INCORPORATED, the post-office address of which is 32 South Street, Baltimore, Maryland 21202. The said resident agent so designated is a corporation of the state of Maryland.

FURTHER RESOLVED that the principal office of this corporation be and it hereby is changed from 300 East Lombard, 15th Floor, Baltimore, Maryland 21202 to c/o The Corporation Trust Incorporated, 32 South Street, Baltimore, Maryland 21202

MAIL TO:  State Department of
Assessments and Taxation
301 W. Preston Street
Baltimore, MD 21201

ARTICLES OF REVIVAL

FOR

Sealy of Maryland and Virginia, Inc.

(Insert exact name of corporation as it appears on records of the State Department of Assessments and Taxation)

FIRST:  The name of the corporation at the time the charter was forfeited was

Sealy of Maryland and Virginia, Inc.

SECOND:  The name which the corporation will use after revival :

Sealy of Maryland and Virginia, Inc.

THIRD:  The address of the principal office in this state is:

                      c/o    The Corporation Trust Incorporated

                                32 South Street
                                Baltimore, Maryland 21202

FOURTH:  The name and address of the resident agent is:

                                The Corporation Trust Incorporated

                                32 South Street
                                Baltimore, Maryland 21202

FIFTH: These Articles of Revival are for the purpose of reviving the charter of the corporation.

SIXTH: At or prior to the filing of these Articles of Revival, the corporation has (a) Paid all fees required by law; (b) Filed all annual reports which should have been filed by the corporation if its charter had not been forfeited; (c) Paid all state and local taxes, except taxes on real estate, and all interest and penalties due by the corporation or which would have become due if the charter had not been forfeited whether or not barred by limitations.

(Use A for signatures. If that procedure is unavailable, use B. If A & B are not available, use C. ONLY SIGN UNDER ONE SECTION.)

A.            The undersigned who were respectively the last acting president (or vice president) and secretary (or treasurer) of the corporation severally acknowledge the Articles to be their act.

	/s/	John G. Bartik
Last Acting President/Vice President
John G. Bartik
	/s/	Thomas M. Forman
Last Acting Secretary/Treasurer
Thomas M. Forman

(Use if A cannot be signed/acknowledged)

B.            The last acting president, vice president, secretary, and treasurer are unwilling or unable to sign and acknowledge these Articles; therefore, the undersigned who represent the lessor of a majority or 3 of the last acting directors of the corporation severally acknowledge the Articles to be their act.

Last Acting Director

Last Acting Director

Last Acting Director

 (Use if A and B cannot be signed/acknowledged)

C.            The last acting president, vice president, secretary, and treasurer of the corporation are unable or unwilling to sign the Articles. There are less than the required number of directors able and willing to sign the Articles, therefore, the undersigned who were elected as directors for the purpose of reviving the charter of the corporation severally acknowledge the Articles to be their act.

Director

Director

Director

2

CHANGE OF ADDRESS OF RESIDENT AGENT

The Corporation Trust Incorporated hereby submits the following for the purpose of changing the address of the resident agent for the business entities on the attached list:

1.The name of the resident agent is The Corporation Trust Incorporated.

2.The old address of the resident agent is:

32 South Street
Baltimore, Maryland 21202

3.The new address of the resident agent is:

300 East Lombard Street
Baltimore, Maryland 21202

4.Notice of the above changes are being sent to the business entities on the attached list.

5.The above changes are effective when this document is filed with the Department of Assessments and Taxation.

/s/	Kenneth J. Uva
Kenneth J. Uva
Assistant Secretary

STATUS – ACTIVE

ID. NO.	CORPORATE NAME	STATUS	RESIDENT AGENT	PRINCIPAL NAME
D0567688	SCUDDER INTERNATIONAL FUND, INC.	X	The Corporation Trust Incorporated 32 South Street Baltimore                 MD          21202	SAME AS RESIDENT AGENT
D2524080	SCUDDER MUTUAL FUNDS, INC.	I	Corporation Trust Company 32 South Street Baltimore                 MD          21202	The Corporation Trust Incorporated 32 South Street Baltimore                  MD       21202
D2181972	SCUDDER NEW ASIA FUND, INC.	I	The Corporation Trust Incorporated 32 South Street Baltimore                 MD          21202	SAME AS RESIDENT AGENT
D2907947	SCUDDER NEW EUROPE FUND, INC.	I	Corporation Trust Incorporated 32 South Street Baltimore                 MD          21202	32 South Street Baltimore                  MD       21202
D3937000	SCUDDER NEW LATIN AMERICA FUND, INC.	I	Corporation Trust Incorporated 32 South Street Baltimore                 MD          21202	32 South Street Baltimore                  MD       21202
D2400703	SCUDDER SPAIN AND PORTUGAL FUND, INC.	I	Corporation Trust Incorporated. 32 South Street Baltimore                 MD          21202	Corporation Trust Incorporated 32 South Street Baltimore                  MD       21202
D3845963	SCUDDER TURKISH OPPORTUNITIES FUND, INC.	I	The Corporation Trust Inc. 32 South Street Baltimore                 MD          21202	The Corporation Trust Inc. 32 South Street Baltimore                  MD       21202
D3811965	SCUDDER WORLD INCOME OPPORTUNITIES FUND, INC.	I	The Corporation Trust Incorporated 32 South Street Baltimore                 MD          21202	The Corporation Trust 32 South Street Baltimore                  MD       21202
F3858354	SD PROPERTY GROUP, INC.	I	Corporation Trust Incorporated 32 South Street Baltimore                 MD          21202	32 South Street Baltimore                  MD       21202
D3821931	SEA CREST INDUSTRIES, INC.	I	Corporation Trust Incorporated 32 South Street Baltimore                 MD          21202	32 South Street Baltimore                  MD       21202
D1188465	SEALY OF MARYLAND AND VIRGINIA, INC.	R	The Corporation Trust Incorporated 32 South Street Baltimore                 MD          21202	Corporation Trust Incorporated 32 South Street Baltimore                  MD       21202

EX-3.16

EXHIBIT 3.16

April 1, 1988

BY-LAWS
OF
SEALY OF MARYLAND AND VIRGINIA, INC.

ARTICLE I
OFFICES

SECTION 1.1.   Registered Office.  The registered office of the corporation in the State of Maryland shall be located at 32 South Street, in the City of Baltimore, and the name of the corporation’s registered agent is C T Corporation System.

SECTION 1.2.   Other Offices.  The corporation may have offices at such other places both within or without the State of Maryland as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

SECTION 2.1.   Annual Meeting.  The annual meeting of the stockholders of the corporation shall be held at such place and time as the Board of Directors shall fix, on the first Wednesday in April of each year commencing in 1989 or on such other date as the Board shall fix, for the purpose of electing directors and transacting such other business as may come before the meeting.

SECTION 2.2.   Special Meetings.  Special meetings of the stockholders for any purpose or purposes may be called and the time, date and location thereof designated by the Board of Directors or the Chairman of the Board of Directors (if a Chairman of the Board of Directors shall have been elected).

SECTION 2.3.   Notice of Meetings.  Written notice by an officer of the corporation stating the time, date and place of each annual or special meeting of shareholders and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting.

SECTION 2.4.   Quorum.  The holders of at least a majority of the shares of stock entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business at any meeting of stockholders.  If a quorum shall not be present at any meeting, the persons holding or entitled to vote by proxy a majority of the shares entitled to vote at the meeting present or represented at the meeting may adjourn the meeting without notice other than announcement at the meeting (unless other notice is required by law) to any other time, date and place.  At any such adjourned meeting at which a quorum is present or represented, any business may be transacted that could have been transacted at the original meeting had a quorum been present or represented.

SECTION 2.5.   Action by Consent.  Any action required or permitted to be taken by the stockholders of the corporation may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the stockholders entitled to vote with respect to the subject matter thereof.

ARTICLE III
DIRECTORS

SECTION 3.1.   Number and Election.  The number of directors shall be fixed at three (3), but may be increased or decreased from time to time by resolution of the Board of Directors, provided, that at no time shall the number of directors be less than one (1), and no decrease shall have the effect of shortening the term of any incumbent director.  Directors shall be elected annually by the stockholders, and the persons receiving the greatest number of votes shall be the directors.  Each director elected shall hold office until the successor of such director is elected and qualified or until the death or resignation of such director or the removal of such director.  Directors need not be residents of the State of Maryland or stockholders of this corporation.

SECTION 3.2.   Resignation.  Any director may resign by giving written notice to the corporation.  Any such resignation shall take effect at the time of receipt of notice thereof or at any later time specified therein, and, unless expressly required, acceptance of such resignation shall not be necessary to make it effective.

SECTION 3.3.   Vacancies and Newly Created Directorships.  Any vacancy in the Board of Directors (whether resulting from death, resignation, removal or otherwise) and any newly created directorship may be filled by the affirmative vote of a majority of the directors then in office, though less than a quorum.

SECTION 3.4.   Regular Meetings.  An annual meeting of the Board of Directors shall be held, without notice other than this by-law, immediately after, and at the same place as, the annual meeting of stockholders of the corporation.  Additional regular meetings of the Board of Directors may be held without notice at such times, dates and places as may be fixed by the Board of Directors.

SECTION 3.5.   Special Meetings.  Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors (if a Chairman shall have been elected), or any two directors, and such meetings shall be held at such time, date and place as shall be designated in the call.  Except as otherwise prescribed by the General Corporation Law of the State of Maryland as amended from time to time (the “Maryland Statute”) written or actual oral notice of the time, date and place of each special meeting; addressed to each director at such director’s business address, shall be given at least 48 hours prior to such meeting.  Such written notice may be delivered In person, mailed or transmitted by telegram, or, if the addressee has such equipment, by telex or teletype, and shall be deemed to have been given when delivered in person or to the telegraph company, when transmitted on telex or teletype equipment, or 48 hours after deposit in the United States mail postage prepaid.  Any director may waive notice of any meeting.

2

SECTION 3.6.   Quorum.  A majority of the whole Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.  If a quorum shall not be present at any meeting, a majority of the directors present may adjourn the meeting without notice other than announcement at the meeting to any other time, date and place.

Any member of the Board of Directors or of any committee designated by the Board may participate in a meeting of the directors or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by means of such equipment shall constitute presence in person at such meeting.

SECTION 3.7.   Presumption of Assent.  Unless otherwise provided by the Maryland Statute, a director of the corporation who is present at a meeting of the Board of Directors at which action is taken on any corporate matter shall be presumed to have assented to the action taken unless the dissent of such director shall be entered in the minutes of the meeting or unless such director shall file a written dissent to such action with the person acting as Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting.  Such right to dissent shall not apply to a director who voted in favor of such action.

SECTION 3.8.   Action without Meeting.  Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if a written consent thereto is signed by all members of the board or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.

SECTION 3.9.   Executive Committee.  The Board of Directors may, by resolution passed by a majority of the number of directors fixed by these by-laws, designate two or more directors of the corporation to constitute an executive committee, which, to the extent provided in such resolution and by Maryland law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers that may require it.

SECTION 3.10.   Other Committees.  The Board of Directors may, by resolution passed by a majority of the number of directors fixed by these by-laws, designate such other committees as it may from time to time determine.  Each such committee shall consist of two or more directors, shall serve for such term and shall have and may exercise, during intervals between meetings of the Board of Directors, such lawfully delegable duties, functions and powers as the Board of Directors may from time to time prescribe.

SECTION 3.11.   Quorum and Manner of Acting—Committees.  The presence of a majority of members of any committee shall constitute a quorum for the transaction of business at any meeting of such committee, and the act of a majority of those present shall be necessary for the taking of any action at such meeting.

3

SECTION 3.12.   Committee Chairman, Books and Records, Etc.  The chairman of each committee shall be selected from among the members of the committee by the Board of Directors.  Each committee shall keep a record of its acts and proceedings, and all actions of each committee shall be reported to the Board of Directors at its next meeting.  Each committee shall fix its own rules of procedure not inconsistent with these by-laws or the resolution of the Board of Directors designating such committee and shall meet at such times and places and upon such call or notice as shall be provided by such rules.

ARTICLE IV
OFFICERS

SECTION 4.1.   Designation of Officers.  The officers of the corporation shall be a President, one or more Vice Presidents (who may be designated by class or function), a Treasurer, a Secretary and such other officers (including Assistant Treasurers and Assistant Secretaries) as the Board of Directors may elect.  The Board of Directors may at any time, in its discretion, elect a Chairman of the Board of Directors (the “Chairman”) to be the chief executive officer of the corporation and to have the other powers and duties set forth herein.

SECTION 4.2.   Election and Term.  Each officer shall be elected by the Board of Directors to serve until the successor thereof is elected or until the earlier resignation or removal of such officer.

SECTION 4.3.   Resignation, Removal and Vacancies.  Any officer may resign by giving written notice to the, Chairman or the Secretary.  Any such resignation shall take effect at the time of receipt of notice thereof or at any later time specified therein, and, unless expressly required, acceptance of such resignation shall not be necessary to make it effective.  Any officer may be removed, with or without cause, by a majority of the directors then in office, and a vacancy in any office (whether resulting from death, resignation, removal or otherwise) may be filled by the Board of Directors.  The removal of any officer shall be without prejudice to any rights such officer may have under any agreement.

SECTION 4.4.   Chairman.  In the event that the Board of Directors determines to elect a Chairman pursuant to Section 4.1 hereof, the Chairman shall be the chief executive officer of the corporation and shall have authority and responsibility for the general management, direction and overall supervision, subject to the authority of the Board of Directors, of the corporation’s business and affairs and its officers and employees, and shall have the power to appoint, remove and discharge any and all employees of the corporation not elected or appointed directly by the Board of Directors.  The Chairman shall preside at all meetings of the Board of Directors and stockholders and shall have authority to designate the duties and powers of other officers, and delegate special powers and duties to specified officers, so long as such designation shall not be inconsistent with any statute, these by-laws or any action of the Board of Directors.  The Chairman shall also have power to execute, and shall execute deeds, mortgages, bonds, contracts or other instruments of the corporation except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors or by the Chairman to some other officer or agent of the corporation.  The Chairman may sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by the

4

Board of Directors.  The stock in general shall have all other powers and shall perform all other duties that are normally incident to the chief executive officer of a corporation or as may be prescribed by the Board of Directors from time to time.

SECTION 4.5.   President.  Prior to the time, if any, at which the Board of Directors shall elect a Chairman pursuant to Section 4.1 hereof, the President shall have the duties, responsibilities and powers set forth in Section 4.4 hereof.  In the event that the Board of Directors elects a Chairman, the President, under the Chairman, and subject to the authority of the Board of Directors and the Chairman, shall be the chief operating officer of the corporation and shall be charged with implementing the policies of the corporation as determined by the Chairman and the Board of Directors.  In the event that the Chairman, due to absence or any other cause, shall refuse or be unable at any time to attend to or to perform the duties of Chairman as above prescribed, the President shall perform the duties of the Chairman.  The President may sign, pursuant to Section 6.1 hereof, certificates for shares of stock in the corporation, the issuance of which shall have been duly authorized by the Board of Directors.  The President shall have such other powers and duties as the Board of Directors or the Chairman (if a Chairman shall have been elected) may from time to time determine.

SECTION 4.6.   Vice Presidents.  In the absence of the President, or in the event of the President’s inability or refusal to act, the Vice Presidents, in order of their rank as fixed by the Board of Directors or, if not ranked, the Vice President designated by the Board of Directors or the Chairman (if a Chairman shall have been elected) shall perform all duties of the President and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President.  The Vice Presidents shall have such other powers and perform such other duties, not inconsistent with statute, these by-laws, or any action of the Board of Directors, as from time to time may be prescribed for them, respectively, by the Board of Directors or the Chairman (if a Chairman shall have been elected), which may include the execution of deeds, mortgages, bonds, contracts or other instruments of the corporation.  Any Vice President may sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by the Board of Directors.

SECTION 4.7.   Treasurer.  The Treasurer shall:  (a) be responsible to the Board of Directors for the receipt, custody and disbursement of all funds and securities of the corporation; (b) receive and give receipts for funds due and payable to the corporation from any source whatsoever and deposit all such funds in the name of the corporation in such banks, trust companies or other depositories as shall from time to time be selected in accordance with the provisions of Section 5.2 of these by-laws; (c) disburse the funds of the corporation as ordered by the Board of Directors or the Chairman or as otherwise required in the conduct of the business of the corporation; (d) render to the Chairman or the Board of Directors, upon request, an account of all transactions of such officer as Treasurer and of the financial condition of the corporation; and (e) in general, perform all the duties normally incident to the office of Treasurer and such other duties as may from time to time be assigned by the Chairman (if a Chairman shall have been elected), the President, the Board of Directors or these by-laws.  The Treasurer may sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by resolution of the Board of Directors.  The Treasurer may delegate such details of the performance of duties of the office of Treasurer as

5

may be appropriate in the exercise of reasonable care to one or more persons in the place of such officer, but shall not thereby be relieved of responsibility for the performance of such duties.

SECTION 4.8.   Secretary.  The Secretary shall:  (a) keep the minutes of the meetings of the stockholders, the Board of Directors and committees of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) have charge of the corporate records and of the seal of the corporation; (d) affix the seal of the corporation or a facsimile thereof, or cause the same to be affixed, to all certificates for shares prior to the issue thereof and to all documents the execution of which on behalf of the corporation under its seal is duly authorized by the Board of Directors or otherwise in accordance with the provisions of these by-laws; (e) keep a register of the post office addresses of each stockholder, director and committee member that shall from time to time be furnished to the Secretary by such stockholder, director or member; (f) sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by resolution of the Board of Directors; (g) have general charge of the stock transfer books of the corporation; and (h) in general, perform all duties normally incident to the office of Secretary and such other duties as may from time to time be assigned by the Chairman (if a Chairman shall have been elected), the President or the Board of Directors.  The Secretary may delegate such details of the performance of the duties of the office of Secretary as may be appropriate in the exercise of reasonable care to one or more persons in the place of such officer, but shall not thereby be relieved of responsibility for the performance of such duties.

SECTION 4.9.   Assistant Treasurers and Assistant Secretaries.  The Assistant Treasurers and Assistant Secretaries, if any, shall perform all functions and duties that may be assigned to them by the Treasurer or Secretary, respectively, or by the Chairman (if a Chairman shall have be elected), the President or the Board of Directors.  If authorized by the Treasurer or the Secretary, as the case may be, any Assistant Treasurer or Assistant Secretary may sign, pursuant to Section 6.1 hereof, certificates for shares of the corporation in place of the Treasurer or Secretary, respectively.

SECTION 4.10.   Other Officers.  The Board of Directors may from time to time elect such other officers to perform such duties and responsibilities as it shall prescribe.

SECTION 4.11.   Salaries.  The compensation of the officers of the corporation shall be fixed from time to time by the Board of Directors or by such officer as it shall designate for such purpose or as it shall otherwise direct.  No officer shall be prevented from receiving a salary or other compensation by reason of the fact that such officer is also a director of the corporation.

ARTICLE V
CHECKS AND DEPOSITS

SECTION 5.1.   Checks, Drafts, Etc. All checks, demands, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers or agent or agents of the corporation, and in such manner, as shall from time to time be authorized by the Board of Directors.

6

SECTION 5.2.   Deposits.  All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE VI
SHARE RECORDS AND TRANSFERS

SECTION 6.1.   Share Certificates.  Every stockholder shall be entitled to have a certificate in such form as the Board of Directors shall from time to time approve, signed on behalf of the corporation by the President or any elected Vice President, and by the Treasurer or the Secretary (or, if so authorized, any Assistant Treasurer or Assistant Secretary) certifying the number of shares held of record by such stockholder.

SECTION 6.2.   Record Ownership.  A record of the name and address of the holder of each certificate, the number of shares represented thereby, and the date of issue thereof shall be made on the corporation’s books, The corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof, and shall not be bound to recognize any equitable or other claim to or interest in any share on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by the laws of Maryland.

SECTION 6.3.   Lost Certificates.  Any person claiming a share certificate in lieu of one lost, stolen, mutilated or destroyed shall give the corporation an affidavit as to its loss, theft, mutilation or destruction.  Such holder shall also, if required by the Board of Directors, give the corporation a bond, in such form and amount as may be approved by the Board of Directors (or any agent of the corporation to which authority for such approval shall have been delegated by the Board) sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft, mutilation or destruction of the certificate or the issuance of a new certificate.

SECTION 6.4.   Transfer of Shares.  Transfer of shares of stock shall be made on the books of the corporation only by direction of the person named in the certificate or such person’s attorney, lawfully constituted in writing, and only upon the surrender for cancellation of the certificate therefor, duly endorsed or accompanied by a written assignment of the shares evidenced thereby.

SECTION 6.5.   Transfer Agent and Registrar.  The corporation may appoint one or more transfer offices or agencies, each in charge of a transfer agent designated by the Board of Directors (who shall have custody, subject to the direction of the Secretary, of the original stock ledger and stock records of the corporation) where the shares of the capital stock of the corporation of any class or series specified in such appointment shall be registered.  The corporation may also appoint one or more registry offices, each in charge of a registrar designated by the Board of Directors, where its stock of any class or series specified in such appointment shall be registered.  Except as otherwise provided by resolution of the Board of Directors with respect to temporary certificates, no certificate for shares of capital stock of the corporation for which a transfer agent or registrar has been appointed shall be valid unless countersigned by such transfer agent and registered by such registrar authorized as aforesaid.

7

SECTION 6.6.   Restrictions on Transfer.  Any stockholder may enter into an agreement with other stockholders or with the corporation providing for reasonable limitation or restriction on the right of such stockholder to transfer shares of capital stock of the corporation held by such stockholder, including, without limiting the generality of the foregoing, agreements granting to such other stockholders or to the corporation the right to purchase for a given period of time any of such shares of stock.  Any such limitation or restriction on the transfer of shares of stock of this corporation may be set forth on certificates representing shares of capital stock, in which case the corporation or the transfer agent shall not be required to transfer such shares of stock upon the books of the corporation without receipt of satisfactory evidence of compliance with the terms of such limitation or restriction.

ARTICLE VII
GENERAL PROVISIONS

SECTION 7.1.   Fiscal Year.  The fiscal year of the corporation shall end on November 30 of each year.

SECTION 7.2.   Voting of Securities.  Subject to control and direction of the Board of Directors, the Chairman of the Board (if a Chairman shall have been elected) or such other person as the Board of Directors may designate for such purpose either generally or in any particular instance shall have full power and authority, in the name and on behalf of the corporation, to attend, act and vote at any meeting of security holders of any company in which the corporation may hold any securities, or to consent as a security holder to any action proposed to be taken by such company.  At any such meeting, or in connection with any such action, the Chairman of the Board (if a Chairman shall have been elected) or such other person shall possess and may exercise any and all rights and powers incident to the ownership of such securities which, as the holder thereof, the corporation might possess and exercise, and such person may exercise such power and authority through the execution of proxies or written consents or may delegate such power and authority to any other officer, agent or employee of the corporation.

SECTION 7.3.   Amendments to By-Laws.  These by-laws may be altered or repealed by the stockholders or the Board of Directors.

ARTICLE VIII
INDEMNIFICATION AND INSURANCE

SECTION 8.1.   Right to Indemnification.  Pursuant to Article 9 of the articles of incorporation, each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the corporation to the fullest extent authorized by the Maryland Statute, as the same exists or may hereafter be

8

amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 8.2, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the corporation.  The right to indemnification conferred in this Section 8.1 shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Maryland Statute requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under Section 8.2 or otherwise.  The corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

SECTION 8.2.   Right of Claimant to Bring Suit.  If a claim under Section 8.1 is not paid in full by the corporation within thirty days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim.  It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the Maryland Statute for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation.  Neither the failure of the corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Maryland Statute; nor an actual determination by the corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

SECTION 8.3.   Non-Exclusivity of Rights.  The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article VIII shall not be exclusive of any other right which any person may

9

have or hereafter acquire under any statute, provision of the Certificate of Incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

SECTION 8.4.   Insurance.  The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Maryland Statute.

10

EX-3.17

EXHIBIT 3.17

FORM B

BEFORE ATTEMPTING TO EXECUTE THESE BLANKS BE SURE TO READ CAREFULLY
THE INSTRUCTIONS ON THE BACK THEREOF.

(THESE ARTICLES MUST BE FILED IN DUPLICATE.)

STATE OF ILLINOIS,	)
	) ss.
COOK COUNTY	)

To EDWARD J. HUGHES, Secretary of State:

We, the undersigned,

Name	Number	Street	Address City	State
MAYER KAPLAN	3138	W. Roosevelt Road	Chicago,	Illinois
GEORGE BLOSTEN	3138	W. Roosevelt Road	Chicago,	Illinois
MORRIS KAPLAN	3138	W. Roosevelt Road	Chicago,	Illinois

being natural persons of the age of twenty-one years or more and subscribers to the shares of the corporation to be organized pursuant hereto, for the purpose of forming a corporation under “The Business Corporation Act” of the State of Illinois, do hereby adopt the following Articles of Incorporation:

ARTICLE ONE

The name of the corporation is:  R. H. TAYLOR BEDDING COMPANY.

ARTICLE TWO

The address of its initial registered office in the State of Illinois is: 3138 West Roosevelt Road, in the City of Chicago County of Cook and the name of its initial Registered Agent at said address is:  Morris Kaplan.

ARTICLE THREE

The duration of the corporation is:  99 years.

ARTICLE FOUR

The purpose or purposes for which the corporation is organized are:

To manufacture and sell all manners and types of bedding, bedding materials and articles which are manufactured and sold in conjunction therewith.

ARTICLE FIVE

PARAGRAPH 1: The aggregate number of shares which the corporation is authorized to issue is 40,000 divided into one classes. The designation of each class, the number of shares of each class, and the par value, if any, of the shares of each class, or a statement that the shares of any class are without par value, are as follows:

Class	Series (If any)	Number of Shares	Par value per share or statement that shares are without par value
Common		40,000	No par value

PARAGRAPH 2: The preferences, qualifications, limitations, restrictions and the special or relative rights in respect of the shares of each class are:

ARTICLE SIX

The class and number of shares to be issued by the corporation before it shall commence business and the consideration (expressed in dollars) to be received by the corporation therefor, are:

Class of shares	Number of shares	Consideration to be received therefor,
Common	26,361	$	20,000.00
		$
		$
		$

ARTICLE SEVEN

The number of directors to be elected at the first meeting of the shareholders is:  four.

ARTICLE EIGHT

Paragraph 1:  It is estimated that the value of all property to be owned by the corporation for the following year, wherever located will be $20,000.00.
Paragraph 2:  It is estimated that the value of all property to be located within the State of Illinois

during the following year will be $20,000.00.
Paragraph 3:  It is estimated that the gross amount of business which will be transacted by the corporation during the following year will be $35,000.00.
Paragraph 4:  It is estimated that the gross amount of business which will be transacted at or from places of business in the State of Illinois during the following year will be $35,000.00.

/s/	Mayer Kaplan
/s/	Morris Kaplan	Incorporators.
/s/	George Blosten

OATH AND ACKNOWLEDGMENT

STATE OF ILLINOIS	)
	) ss.
COOK COUNTY	)

I, EDWARD D. FEINBERG, a Notary Public do hereby certify that on the 5th day of March 1940, MAYER KAPLAN, MORRIS KAPLAN and GEORGE BLOSTEN personally appeared before me and being first duly sworn by one severally acknowledged that they signed the foregoing document in the respective capacities therein set forth and declared that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year above written.

Edward D. Feinberg
	Notary Public

ARTICLES OF AMENDMENT

to the

ARTICLES OF INCORPORATION

of

R. H. TAYLOR BEDDING COMPANY

To EDWARD J. HUGHES

Secretary of State

Springfield, Illinois

The undersigned corporation, for the purpose of amending its Articles of Incorporation and pursuant to the provisions of Section 55 of “The Business Corporation Act” of the State of Illinois, hereby executes the following Articles of Amendment:

ARTICLE FIRST: The name of the corporation is:

R. H. Taylor Bedding Company

ARTICLE SECOND: The following amendment or amendments were adopted in the manner prescribed by “The Business Corporation Act” of the State of Illinois:

The name of the corporation is changed from that of R. H. Taylor Bedding Company to Sealy Mattress Company.

(Disregard separation into classes if class voting does not apply to the amendment voted on.)	ARTICLE THIRD: The number of shares of the corporation outstanding at the time of the adoption of said amendment or amendments was 26,551; and the number of shares of each class entitled to vote as a class on the adoption of said amendment or amendments, and the designation of each such class were as follows:
	Class	Number of Shares
	Common	26,551
(Disregard separation into classes if class voting does not apply to the amendment voted on.)	ARTICLE FOURTH: The number of shares voted for said amendment or amendments was 26,551; and the number of shares voted against said amendment or amendments was                           . The number of shares of each class entitled to vote as a class voted for and against said amendment or amendments, respectively, was:
		Number of Shares Voted
	Class	For	Against
	Common

(Disregard this Article where the amendments contain no such provisions.)	ARTICLE FIFTH : The manner in which the exchange, reclassification, or cancellation of issued shares, or the reduction of the number of authorized shares of any class below the number of issued shares of that class, provided for said amendment or amendments, shall be effected, is as follows:
(Disregard this Paragraph where amendments do not affect stated capital or paid- in surplus.)	ARTICLE SIXTH: Paragraph 1: The manner in which said amendment or amendments effecting a change in the amount of stated capital or the amount of paid-in surplus, or both, is effected is as follows:
(Disregard this Paragraph where amendments do not affect stated capital or paid- in surplus.)	Paragraph 2: The amounts of stated capital and of paid-in surplus as changed by said amendment or amendments are as follows:
		Before Amendment	After Amendment
	Stated capital	$	$
	Paid in surplus	$	$

IN WITNESS WHEREOF, the undersigned corporation has caused these Articles of Amendment to be executed in its name by its President, and its corporate seal to be hereto affixed, attested by its Secretary, this 30th day of October, 1942.

R. H. TAYLOR BEDDING COMPANY
R. H. Taylor Bedding Co.
By	/s/	Morris A. Kaplan
		its	President

ATTEST:

Its Secretary

STATE OF ILLINOIS	)
	) ss.
COUNTY OF COOK	)

I, Lila Dubin a Notary Public, do hereby verify that on the 25th day of November, 1942, Morris A. Kaplan personally appeared before me and, being first duly sworn by me, acknowledged that he signed the foregoing document in the capacity therein set forth and declared that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written.

/s/ Lila Dubin

Notary Public

DATE:  9-8-43

ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF
SEALY MATTRESS COMPANY

To EDWARD J. HUGHES
Secretary of State
Springfield, Illinois

The undersigned corporation, for the purpose of amending its Articles of Incorporation and pursuant to the provisions of Section 55 of “The Business Corporation Act” of the State of Illinois, hereby executes the following Articles of Amendment:

ARTICLE FIRST:  The name of the corporation is:

SEALY MATTRESS COMPANY

ARTICLE SECOND:  The following amendment or amendments were adopted in the manner prescribed by “The Business Corporation Act” of the State of Illinois:

The aggregate number of shares which the corporation has authority to issue is increased to 100,000 shares of Common Stock with no par value.

ARTICLE THIRD:  The number of shares of the corporation outstanding at the time of the adoption of said amendment or amendments was 36,551; and the number of shares of each class entitled to vote as a class on the adoption of said amendment or amendments, and the designation of each such class were as follows:

Class	Number of Shares
Common	36,551

ARTICLE FOURTH:  The number of shares voted for said amendment or amendments was 36,551; and the number of shares voted against said amendment or amendments was None.  The number of shares of each class entitled to vote as a class voted for and against said amendment or amendments, respectively, was:

	Number of Shares Voted
Class	For	Against
Common	36,551	None

ARTICLE FIFTH:  The manner in which the exchange, reclassification, or cancellation of issued shares, or the reduction of the number of authorized shares of any class below the number of issued shares of that class, provided for said amendment or amendments, shall be effected, is as follows:

ARTICLE SIXTH:  Paragraph 1:  The manner in which said amendment or amendments effecting a change in the amount of stated capital or the amount of paid-in surplus, or both, is effected is as follows:

Paragraph 2:  The amounts of stated capital and of paid-in surplus as changed by said amendment or amendments are as follows:

	Before Amendment	After Amendment
Stated capital	$	$
Paid-in surplus	$	$

IN WITNESS WHEREOF, the undersigned corporation has caused these Articles of Amendment to be executed in its name by its                   President, and its corporate seal to be hereto affixed, attested by its                    Secretary. this Fifteenth day of May, 1943.

		SEALY MATTRESS COMPANY
		By	/s/ Morris A. Kaplan
			Its President
(CORPORATE SEAL)
ATTEST
Its Secretary
STATE OF Illinois	)
	)
COUNTY OF Cook	)

I, Edward D. Feinberg, a Notary Public, do hereby certify that on the Fifteenth day of May 1943, Morris Kaplan personally appeared before me and, being first duly sworn by me, acknowledged that he signed the foregoing document in the capacity therein set forth and declared that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written.

/s/ Edward D. Feinberg

Notary Public

(Notarial Seal)

Date Paid          9-1-71

ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION
OF

SEALY MATTRESS COMPANY

To JOHN W. LEWIS
Secretary of State
Springfield, Illinois

The undersigned corporation, for the purpose of amending its Articles of Incorporation and pursuant to the provisions of Section 55 of “The Business Corporation Act” of the State of Illinois, hereby executes the following Articles of Amendment:

ARTICLE FIRST:  The name of the corporation is:

SEALY MATTRESS COMPANY

ARTICLE SECOND:  The following amendment or amendments were adopted in the manner prescribed by “The Business Corporation Act” of the State of Illinois:

RESOLVED that the name of the corporation shall be SEALY MATTRESS COMPANY OF ILLINOIS

ARTICLE THIRD:  The number of shares of the corporation outstanding at the time of the adoption of said amendment or amendments was 46,551; and the number of shares of each class entitled to vote as a class on the adoption of said amendment or amendments, and the designation of each such class were as follows:

Class	Number of Shares
Common	46,551

ARTICLE FOURTH:  The number of shares voted for said amendment or amendments was 46,551; and the number of shares voted against said amendment or amendments was None.  The number of shares of each class entitled to vote as a class voted for and against said amendment or amendments, respectively, was:

	Number of Shares Voted
Class	For	Against
Common	46,551	None

Item 1.  On the date of the adoption of this amendment, restating the articles of incorporation, the corporation had                     shares issued, itemized as follows:

Class Series
(If Any) Number
ofShares Par value per share or statement
that shares are without par value

Item 2. On the date of the adoption of this amendment restating the articles of incorporation, the corporation had a stated capital of $                      and a paid-in surplus of $                         or a total of $                       .

ARTICLE FIFTH:  The manner in which the exchange, reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, provided for in, or effected by, this amendment, is as follows:

2

ARTICLE SIXTH:  Paragraph 1:  The manner in which said amendment or amendments effect a change in the amount of stated capital or the amount of paid-in surplus, or both, is as follows:

Paragraph 2:  The amounts of stated capital and of paid-in surplus as changed by this amendment are as follows:

	Before Amendment	After Amendment
Stated capital	$	$
Paid-in surplus	$	$

3

IN WITNESS WHEREOF, the undersigned corporation has caused these Articles of Amendment to be executed in its name by its                     President, and its corporate seal to be hereto affixed, attested by its                       Secretary this 17 day of August, 1971.

		SEALY MATTRESS COMPANY
		By	/s/ Morris A. Kaplan
			Its President
Place
(CORPORATE SEAL)
Here
ATTEST
Its Secretary
STATE OF Illinois	)
	)
COUNTY OF Cook	)

I, Ivy Ohlin, a Notary Public, do hereby certify that on the 17^th day of August 1971,                                    personally appeared before me and, being first duly sworn by me, acknowledged that he signed the foregoing document in the capacity therein set forth and declared that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written.

	/s/ Ivy Ohlin
	Notary Public
Place
(NOTARIAL SEAL)
Here

4

FORM BCA-66A

DATE:  4-26-74

ARTICLES OF MERGER

OF SUBSIDIARY

CORPORATIONS

(Strike out-inapplicable words)

To Michael J. Howlett, Secretary of State,

The undersigned corporation, pursuant to Section 66A of “The Business Corporation Act” of the State of Illinois, hereby executes the following articles of merger:

ARTICLE ONE

The names of the corporations proposing to merge and the names of the States under the laws of which such corporations are organized, are as follows:

Name of Corporation	State of Incorporation
SEALY MATTRESS COMPANY OF ILLINOIS	Illinois
SEALY MATTRESS COMPANY OF WISCONSIN, INC.	Wisconsin

ARTICLE TWO

The laws of Wisconsin, the state under which such foreign corporation is organized, permit such merger.

ARTICLE THREE

The name of the surviving corporation shall be SEALY MATTRESS COMPANY OF ILLINOIS and it shall be governed by the laws of the State of Illinois.

ARTICLE FOUR

The plan of merger is as follows:

ARTICLE FIVE

The number of outstanding shares of each class of each merging subsidiary corporation and the number of such shares of each class owned immediately prior to the adoption of the plan of merger by the parent corporation, are:

Name of Corporation	Total Number of Shares Outstanding of Each Class	Number of Shares of Each Class owned Immediately Prior to Merger by the Parent Corporation
SEALY MATTRESS COMPANY OF WISCONSIN, INC.	1,000	1,000

ARTICLE SIX

The date of mailing a copy of the plan of merger to the shareholders of each merging subsidiary corporation was Not applicable.

Was written consent for the merger or written waiver of the 30 day period by the holders of all the outstanding shares of all subsidiary corporations received? Yes

(If answer is in the negative, the duplicate originals of the Articles of Merger may not be delivered to the Secretary of State until after 30 days following the mailing of a copy of the plan of merger to the shareholders of each merging subsidiary corporation).

2

l. The following plan of merger was approved by resolution of the Board of Directors of SEALY MATTRESS COMPANY OF ILLINOIS adopted on January 31, 1974:

(1) The name of the subsidiary corporation is SEALY MATTRESS COMPANY OF WISCONSIN, INC., and the name of the corporation owning one hundred percent of its shares, which is hereinafter designated as the surviving corporation, is SEALY MATTRESS COMPANY OF ILLINOIS.

(2) The terms and conditions of the proposed merger, and the manner and basis of converting the shares of the subsidiary corporation into shares of the surviving corporation are as follows:  Upon the effective date of the merger, each outstanding share of SEALY MATTRESS COMPANY OF WISCONSIN, INC. (all of which are held by the surviving corporation) shall be cancelled, and no shares of the surviving corporation shall be issued therefor.

2. The number of outstanding shares of each class of the subsidiary corporation and the number of shares of each class owned by the surviving corporation are:

Class	No. of Shares Outstanding	No. of Shares Owned by Parent
Common	1,000	1,000

3. It is agreed that, upon and after the issuance of a certificate of merger by the Secretary of State of Wisconsin:

(1) The surviving corporation may be served with process in the State of Wisconsin in any proceeding for the enforcement of any obligation of any corporation organized under the laws of the State of Wisconsin which is a party to the merger and in any proceeding for the enforcement of the rights of a dissenting shareholder of any such corporation organized under the laws of the State of Wisconsin against the surviving corporation;

3

(2) The Secretary of State of Wisconsin is hereby irrevocably appointed as its agent to accept service of process in any such proceeding. Copies of any process served on the Secretary of State shall be directed to the corporation at the following address:  222 West Washington Avenue, Madison, Wisconsin 53703.

(3) The surviving corporation will promptly pay to the dissenting shareholders of any corporation organized under the laws of the State of Wisconsin which is a party to the merger the amount, if any, to which they shall be entitled under the provisions of the Wisconsin Business Corporation Law with respect to the rights of dissenting shareholders.

(4) The effective date of the certificate of merger shall be 26th day of April, 1974, for accounting purposes only.

IN WITNESS WHEREOF, the undersigned corporations have caused these articles of merger to be executed at Rosemont, Illinois, in their respective names by the President and Secretary of each of the corporations and their respective corporate seals to be affixed thereto this 31^st day of January, 1974.

	SEALY MATTRESS COMPANY OF ILLINOIS
	By	/s/ Morris A. Kaplan
		President
(CORPORATE SEAL)
	and
		Secretary

4

	SEALY MATTRESS COMPANY OF WISCONSIN, INC.
(CORPORATE SEAL)	By	/s/ Morris A. Kaplan
		President
	By
		Secretary

ARTICLE SEVEN

(Delete this article if surviving or now corporation is to be governed by the laws of the State of Illinois.)

IN WITNESS WHEREOF, the undersigned corporation has caused these articles of merger to be executed in its name by its               President attested by its                            Secretary, this 31^st day of January, 1974.

SEALY MATTRESS COMPANY OF ILLINOIS
By	/s/ Morris A. Kaplan
	Its (President)

PLACE

(Corporate Seal)

Here

Attest:

Its (Secretary)

STATE OF Illinois	)
	) ss.
COUNTY OF Cook	)

I, Ivy Ohlin, a Notary Public, do hereby certify that on the           day of January, A.D. 1974, personally appeared before me Morris A. Kaplan who declares he the President of the corporation, executing the foregoing document, and being first duly sworn, acknowledged that

5

he signed the foregoing articles of merger in the capacity therein set forth and declared that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written.

  /s/ Ivy Ohlin

Notary Public

PLACE

(Notarial Seal)

Here

6

FORM BCA-66A

DATE:  4/26/74

ARTICLES OF MERGER

OF SUBSIDIARY

CORPORATIONS

(Strike out inapplicable words)

To Michael J. Howlett, Secretary of State,

The undersigned corporation, pursuant to Section 66A of “The Business Corporation Act” of the State of Illinois, hereby executes the following articles of merger:

ARTICLE ONE

The names of the corporations proposing to merge and the names of the States under the laws of which such corporations are organized, are as follows:

Name of Corporation	State of Incorporation
SEALY MATTRESS COMPANY OF ILLINOIS	ILLINOIS
GRAND RAPIDS MATTRESS COMPANY	MICHIGAN

ARTICLE TWO

The laws of Michigan, the State under which such foreign corporation is organized, permit such merger.

ARTICLE THREE

The name of the surviving corporation shall be SEALY MATTRESS COMPANY OF ILLINOIS and it shall be governed by the laws of the State of Illinois.

ARTICLE FOUR

The plan of merger is as follows:

ARTICLE FIVE

The number of outstanding shares of each class of each merging subsidiary corporation and the number of such shares of each class owned immediately prior to the adoption of the plan of merger by the parent corporation, are:

Name of Corporation	Total Number of Shares Outstanding of Each Class	Number of Shares of Each Class owned Immediately Prior to Merger by the Parent Corporation
GRAND RAPIDS MATTRESS COMPANY	1,000	1,000

ARTICLE SIX

The date of mailing a copy of the plan of merger to the shareholders of each merging subsidiary corporation was Not applicable.

Was written consent for the merger or written waiver of the 30 day period by the holders of all the outstanding shares of all subsidiary corporations received?  Yes

(If answer is in the negative, the duplicate originals of the Articles of Merger may not be delivered to the Secretary of State until after 30 days following the mailing of a copy of the plan of merger to the shareholders of each merging subsidiary corporation).

ARTICLE SEVEN

(Delete this article if surviving or new corporation is to be governed by the laws of the State of Illinois.)

IN WITNESS WHEREOF, the undersigned corporation has caused these articles of merger to be executed in its name by its                           President attested by its                     Secretary, this 31st day of January, 1974.

2

		SEALY MATTRESS COMPANY OF ILLINOIS
		By	/s/ Morris A. Kaplan
			Its (President)
PLACE
(Corporate Seal)
Here
Attest:
Its (Secretary)
STATE OF Illinois	)
	) ss.
COUNTY OF Cook	)

I, Ivy Ohlin, a Notary Public, do hereby certify that on the 31st day of January, A.D. 1974, personally appeared before me Morris A. Kaplan who declares he is the President of the corporation, executing the foregoing document, and being first duly sworn, acknowledged that he signed the foregoing articles of merger in the capacity therein set forth and declared that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written.

	/s/ Ivy Ohlin
	Notary Public
PLACE
(Notarial Seal)
Here

3

FORM BCA-66A

ARTICLES OF MERGER

OF

Grand Rapids Mattress Company (Mich.) into
 Sealy Mattress Company of Illinois (Ill.)

1. The laws of Illinois, the jurisdiction under which SEALY MATTRESS COMPANY OF ILLINOIS is incorporated permit this type of merger.

2. The plan of merger is as follows:

PLAN OF MERGER

FIRST:a) The name of each constituent corporation is as follows:

SEALY MATTRESS COMPANY OF ILLINOIS

GRAND RAPIDS MATTRESS COMPANY

b) The name of the surviving corporation is SEALY MATTRESS COMPANY OF ILLINOIS

SECOND:As to each constituent corporation, the designation and number of outstanding shares of each class and series and the voting rights thereof are as follows:

Name of corporation	Designation and number of shares in each class or series outstanding	Class or Series of shares entitled to vote	Shares entitled to vote as a class or series
SEALY MATTRESS OF ILLINOIS	Common-46,551	Common	None
GRAND RAPIDS MATTRESS COMPANY	Common-176,000	Common	None

THIRD:  The terms and conditions of the proposed merger, including the manner and basis of converting the shares of each constituent corporation into shares of the surviving corporation, are as follows: Upon the effective date of the merger, each outstanding share of GRAND RAPIDS MATTRESS COMPANY (all of which are held by the surviving corporation) shall be cancelled, and no shares of the surviving corporation shall be issued therefor.

3. The number of outstanding shares of each class of the subsidiary corporation and the number of shares of each class owned by the surviving parent corporation are as follows:

Class	Total Shares Outstanding	Shares owned by surviving parent corporation
Common	176,000	276,000

4. The effective date of the certificate of merger shall be 26th day of April, 1974, for accounting purposes only.

Dated this 31st day of January, 1974.

SEALY MATTRESS COMPANY OF ILLINOIS
By	/s/ Morris A. Kaplan
	Morris A. Kaplan, President

2

FORM BCA-66A

DATE:  4/26/74

ARTICLES OF MERGER

OF SUBSIDIARY

CORPORATIONS

(Strike out inapplicable words)

To Michael J. Howlett, Secretary of State,

The undersigned corporation, pursuant to Section 66A of “The Business Corporation Act” of the State of Illinois, hereby executes the following articles of merger:

ARTICLE ONE

The names of the corporations proposing to merge and the names of the States under the laws of which such corporations are organized, are as follows:

Name of Corporation	State of Incorporation
SEALY MATTRESS COMPANY OF ILLINOIS	ILLINOIS
ILLINOIS PRODUCTS COMPANY	ILLINOIS

ARTICLE TWO

The laws of Illinois, the State under which such corporations are organized, permit such merger.

ARTICLE THREE

The name of the surviving corporation shall be SEALY MATTRESS COMPANY OF ILLINOIS and it shall be governed by the laws of the State of Illinois.

ARTICLE FOUR

The plan of merger is as follows:

ARTICLE FIVE

The number of outstanding shares of each class of each merging subsidiary corporation and the number of such shares of each class owned immediately prior to the adoption of the plan of merger by the parent corporation, are:

Name of Corporation	Total Number of Shares Outstanding of Each Class	Number of Shares of Each Class owned Immediately Prior to Merger by the Parent Corporation
ILLINOIS PRODUCTS COMPANY	1,000	1,000

ARTICLE SIX

The date of mailing a copy of the plan of merger to the shareholders of each merging subsidiary corporation was Not applicable.

Was written consent for the merger or written waiver of the 30 day period by the holders of all the outstanding shares of all subsidiary corporations received? Yes

(If answer is in the negative, the duplicate originals of the Articles of Merger may not be delivered to the Secretary of State until after 30 days following the mailing of a copy of the plan of merger to the shareholders of each merging subsidiary corporation).

2

PLAN OF MERGER

(1) The name of the subsidiary corporation is ILLINOIS PRODUCTS COMPANY, and the name of the corporation owning one hundred percent of its shares, which is hereinafter designated as the surviving corporation, is SEALY MATTRESS COMPANY OF ILLINOIS.

(2) The terms and conditions of the proposed merger, and the manner and basis of converting the shares of the subsidiary corporation into shares of the surviving corporation are as follows:  Upon the effective date of the merger, each outstanding share of ILLINOIS PRODUCTS COMPANY (all of which are held by the surviving corporation) shall be cancelled, and no shares of the surviving corporation shall be issued therefor.

(3) The merger shall be effective for accounting purposes on April 26, 1974.

ARTICLE SEVEN

(Delete this article if surviving or new corporation is to be governed by the laws of the State of Illinois.)

IN WITNESS WHEREOF, the undersigned corporation has caused these articles of merger to be executed in its name by its                                  President attested by its                                  Secretary, this 25^th day of April, 1974.

	SEALY MATTRESS COMPANY OF ILLINOIS
	By	/s/ Burton B. Kaplan
		Its (President)
PLACE
(Corporate Seal)
Here
Attest:
Its (Secretary)

3

STATE OF Illinois	)
	) ss.
COUNTY OF Cook	)

I, Verna Cooper, a Notary Public, do hereby certify that on the 25^th day of April, A.D. 1974, personally appeared before me Burton B. Kaplan who declares he is            President of the corporation, executing the foregoing document, and being first duly sworn, acknowledged that be signed the foregoing articles of merger in the capacity therein set forth and declared that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written.

	/s/ Verna Cooper
	Notary Public
PLACE
(Notarial Seal)
Here

4

FORM BCA-55

Date Paid  12/31/79

(File in Duplicate)

ARTICLES OF AMENDMENT

TO THE

ARTICLES OF INCORPORATION

OF

SEALY MATTRESS COMPANY OF ILLINOIS

(Exact Corporate Name)

To ALAN J. DIXON
Secretary of State
Springfield, Illinois

The undersigned corporation, for the purpose of amending its Articles of Incorporation and pursuant to the provisions of Section 55 of “The Business Corporation Act” of the State of Illinois, hereby executes the following Articles of Amendment:

ARTICLE FIRST:  The name of the corporation is:

SEALY MATTRESS COMPANY OF ILLINOIS

ARTICLE SECOND:  The following amendment or amendments were adopted in the manner prescribed by “The Business Corporation Act” of the State of Illinois:

See amendments attached hereto and made a part hereof.

ARTICLE THIRD:  The number of shares of the corporation outstanding at the time of the adoption of said amendment or amendments was 46,551; and the number of shares of each class entitled to vote as a class on the adoption of said amendment or amendments, and the designation of each such class were as follows:

Class	Number of Shares
Common	46,551

NOTE:  On the date of adoption of the amendment an additional                        shares were held in treasury and not entitled to vote:

Class	Number of Shares
N/A

ARTICLE FOURTH:  The number of shares voted for said amendment or amendments was 46,551; and the number of shares voted against said amendment or amendments was None. The number of shares of each class entitled to vote as a class voted for and against said amendment or amendments, respectively, was:

	Number of Shares Voted
Class	For	Against
Class voting does not apply to Amendment voted on

Item 1. On the date of the adoption of this amendment, restating the articles of incorporation, the corporation had              shares issued, itemized as follows:

Class	Series (If Any)	Number of Share	Par value per share or statement that shares are without par value
	—

Item 2. On the date of the adoption of this amendment restating the articles of incorporation, the corporation had a stated capital of $             and a paid-in surplus of $                 or a total of $                  .

2

RESOLVED, that the Articles of Incorporation of this corporation, as heretofore amended, be further amended in the following respects:

1.  Article Five of the Articles of Incorporation of this corporation is amended to read as follows:

ARTICLE FIVE

1.  The aggregate number of shares which the corporation is authorized to issue is 130,221 divided into two classes. The designation of each class, the number of shares of each class, and the par value, if any, of the shares of each class, or a statement that the shares of any class are without par value, are as follows:

Class	Series (If Any)	Number of Shares	Par Value Per Share or Statement that Shares are Without Par Value
Preferred	None	30,221	$1.00 par value
Common	None	100,000	Shares are without par value

2.  The preferences, qualifications, limitations, restrictions and the special or relative rights in respect of the shares of each class are:

I.Preferred Shares

A.Voting Rights

The Preferred Shares shall have full voting rights, each share to entitle the holder thereof to one vote.

B.Dividends

Commencing on January 1, 1980, the holders of Preferred Shares shall be entitled to receive, out of the surplus or net profits of the corporation, when and as declared by the Board of Directors of the Corporation, dividends at the rate of $13.25 per share per annum (or pro rata share thereof), payable quarterly in priority to any dividends on the common

3

shares of the Corporation. Such dividends shall be non-cumulative. No dividend shall be paid on the common shares of the Corporation in any fiscal year, unless and until dividends on the Preferred Shares declared for such fiscal year shall have been paid in full.

C.Rights Upon Dissolution.

Upon the dissolution of the Corporation or upon its liquidation, or upon any distribution of its assets by way of return of capital, whether voluntary or involuntary, the holders of Preferred Shares shall be entitled to receive and be paid the sum of $132.50 for each of such Preferred Shares held by them; plus an amount, if any, equal to all unpaid dividends declared thereon before anything shall be paid to or on account of the common shares of the Corporation. The consolidation or merger of the Corporation with any other corporation or corporations shall not be deemed a dissolution, liquidation, or distribution of assets of the Corporation within the meaning of this paragraph.

D.Redemption.

The Preferred Shares shall be redeemable, as a whole at any time or in part from time to time, at the option of the board of directors of the corporation, upon notice given as hereinafter provided, at $132.50 per share, plus an amount equal to all unpaid dividends declared thereon (the “redemption price”). All Preferred Shares so redeemed shall be cancelled and retired in such manner as may be prescribed by law and no Preferred Shares so redeemed shall be reissued.

4

E.Method of Redemption of Preferred Shares.

The Corporation may elect to redeem and retire all or any part of the outstanding Preferred Shares, in such manner and at such time or times as its board of directors shall determine. The shares to be so redeemed may be selected, by lot, or may be pro rated and may be a redemption in whole or in part from one or more shareholders as the board of directors may determine. In case the Corporation shall elect to redeem and retire all or any of the Preferred Shares, notice of such election shall be given by mailing the same to every holder of record of Preferred Shares any of whose shares are then to be redeemed, on a date not less than 30 days nor more than 60 days prior to the date designated in such notice as the date of the redemption and retirement of Preferred Shares, at the address of such holder as the same shall appear on the books of the Corporation. Such notice shall state that, on the date therein specified, the Corporation will redeem and retire all the Preferred Shares represented by or included in the certificates which shall be specified by number in such notice, or a specified number of such shares, as the case may be, upon the surrender for cancellation, duly endorsed, of the certificate or certificates representing or including the shares to be redeemed and retired. On or after the date fixed in such notice of redemption, each holder of Preferred Shares to be redeemed shall present and surrender his certificate or certificates representing such shares to the Corporation at the place designated in such notice, and thereupon the redemption price of such

5

shares shall be payable to or on the order of the person whose name appears on such certificate or certificates as the owner thereof and each surrendered certificate shall be cancelled. In case less than all of the shares represented by any such certificate are redeemed, a new certificate shall be issued representing the unredeemed shares. From and after the date fixed in any such notice as the date of redemption, all rights of the holders thereof as shareholders of the Corporation, except the right to receive the redemption price, shall cease and determine, and such shares shall not thereafter be transferred on the books of the Corporation, and such shares shall not be deemed to be outstanding for any purpose whatsoever.

The Corporation may, at its option, at any time after such notice of redemption has been given, deposit the redemption price of all shares designated for redemption and not yet redeemed with a bank or trust company in the County of Cook, State of Illinois, as a trust fund for the benefit of the respective holders of the Preferred Shares designated for redemption and not yet redeemed, and from and after the making of such deposit the Preferred Shares designated for redemption shall not be deemed to be outstanding for any purpose whatsoever, and the rights of the holders of such shares shall be limited solely to the right to receive the redemption price of such shares on and after the date designated for the redemption thereof, upon surrendering the certificate or certificates representing the same.

6

II.Common Shares

A.Voting Rights.

The common shares shall have full voting rights, each share to entitle the holder thereof to one vote.

B.Dividends.

After dividends on the Preferred Shares which have been declared, shall have been paid, the holders of common shares shall be entitled to receive dividends from the remaining surplus of the corporation, when and as such dividends shall be declared by the board of directors.

C.Rights Upon Dissolution.

Upon the dissolution of the Corporation or upon its liquidation, or upon any distribution of its assets by way of return of capital, after payment in full to the holders of Preferred Shares of the Corporation of the sums which such holders are entitled to receive, the holders of common shares shall be entitled to receive and be paid all the remaining assets of the Corporation.

III.Preemptive Rights

No holder of any class of shares of the Corporation shall have any preemptive right or be entitled, as a matter of right, to subscribe for or purchase or receive any part of any unissued shares of stock of any class of the Corporation or of any shares of stock of any class issued and thereafter acquired by the Corporation, whether now authorized or hereafter created, or of any securities of any kind convertible into or

7

evidencing the right to subscribe for or purchase or receive any shares of stock of any class of the Corporation, whether now authorized or hereafter created, but such additional shares or other securities may be issued or disposed of by the board of directors to such persons, at such prices and on such terms as, in its discretion, it shall deem advisable.

ARTICLE SIX

The class and number of shares which the corporation proposes to issue without further report to the Secretary of State are:

Class of Shares	Number of Shares
Preferred	30,221
Common	16,330

ARTICLE FIFTH:  The manner in which the exchange, reclassification, or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, provided for in, or effected by, this amendment, is as follows:

Exchange of 30,221 shares of no par value common stock owned by certain shareholders for 30,221 shares of new $1.00 par value Preferred stock, on the basis of one share of new Preferred for each share of no par value common stock. The total number of shares of all classes issued and outstanding after the exchange will be 16,330 shares of no par value common stock and 30,221 shares of new $1.00 par value Preferred stock. The 30,221 shares of no par value common stock are to be cancelled and the corporation shall have no authority to reissue such shares.

ARTICLE SIXTH:  Paragraph 1:  The manner in which said amendment or amendments effect a change in the amount of stated capital or the amount of paid-in surplus, or both, is as follows:

The Amendment does not change the amount of stated capital or paid-in surplus.

8

Paragraph 2:  The amounts of stated capital and of paid-in surplus as changed by this amendment are as follows:

	Before Amendment	After Amendment
Stated capital	$	$
Paid-in surplus	$	$

IN WITNESS WHEREOF, the undersigned corporation has caused these Articles of Amendment to be executed in its name by its                          President, and its corporate seal to be hereto affixed, attested by its                                  Secretary, this 26^th day of December, 1979.

SEALY MATTRESS COMPANY OF ILLINOIS
By	/s/ Morris A. Kaplan
	Its President

STATE OF ILLINOIS	)
	) ss.
COUNTY OF COOK	)

I,                                             , a Notary Public, do hereby certify that on the 26^th day of December 1979, Morris A. Kaplan personally appeared before me and, being first duly sworn by me, acknowledged that he signed the foregoing document in the capacity therein set forth and declared that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year before written.

Notary Public

9

Form BCA 10.30 (Rev. Jan. 1991)	ARTICLES OF AMENDMENT
	FILED May 3 1993 George H. Ryan Secretary of State

1.CORPORATE NAME:  Sealy Mattress Company of Illinois

(Note 1)

2.MANNER OF ADOPTION AND TEXT OF AMENDMENT:

	The following amendment of the Articles of Incorporation was adopted on April 29, 1993 in the manner indicated below. (“X” one box only)
o	By a majority of the incorporators, provided no directors were named in the articles of incorporation and no directors had        elected; or by a majority of the board of directors, in accordance with Section 10.10, the corporation having issued no         , as of the time of adoption of this amendment;
	(Note 2)
o	By a majority of the board of directors, in accordance with Section 10.15, shares having been issued but shareholder action not being required for the adoption of the amendment:
	(Note 3)
o	By the shareholders, in accordance with Section 10.20, a resolution of the board of directors having been duly adopted and submitted to the shareholders. At a meeting of shareholders, not less than the minimum number of votes required by statute and by the articles of incorporation were voted in favor of the amendment;
	(Note 4)
o	By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by shareholders having not less than the minimum number of votes required by statute and by the articles of incorporation. Shareholders who have not consented in writing have been given notice in accordance with Section 7.10;
	(Note 4)
ý	By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by all the shareholders entitled to vote on this amendment.
	(Note 4)

When amendment effects a name change, insert the new corporate name below. Use Page 2 for all other amendments.

Article I:  The name of the corporation is:      no change

(NEW NAME)

Text of Amendment

(Any article being amended is required to be set forth in its entirety)

Article Four of the Articles of Incorporation of the Corporation amended, is hereby amended to read, in its entirety, as follows:

“Article Four

The purpose or purposes for which the Corporation is organized are as follows:

To enter into, promote or conduct any kind of business, contract or undertaking permitted to corporations organized under the Illinois Business Corporation Act (the “Act”), to engage in any lawful act or activity for which corporations may be formed under the Act and, in connection therewith, to exercise all express and incidental powers normally permitted such corporations.”

2

3.The manner in which any exchange, reclassification or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, provided for or effected by this amendment is as follows:  (If not applicable, insert “No change”)

No change

4.(a) The manner in which said amendment effects a change in the amount of paid-in capital (Paid-in capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) is as follows:  (If not applicable, insert “No change”)

No change

(b) The amount of paid-in capital (Paid-in Capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) as changed by this amendment is as follows:  (If not applicable, insert “No change”)

No change

	Before Amendment	After Amendment
Paid-in Capital	$	$

(Complete either Item 5 or 6 below)

5The undersigned corporation has caused this statement to be signed by its duly authorized officers, each of whom affirms, under penalties of perjury, that the facts stated herein are true.

Dated April 30, 1993		Sealy Mattress Company of Illinois
		(Exact Name of Corporation)
attested by	/s/ John D. Moran	by	/s/ Douglas R. Schrank
	(Signature of Secretary or Assistant Secretary)		(Signature of President or Vice President)
	John D. Moran, Secretary		Douglas R. Schrank, Vice President
	(Type or Print Name and Title)		(Type or Print Name and Title)

6.If amendment is authorized by the incorporators, the incorporators must sign below.

OR

If amendment is authorized by the directors and there are no officers, then a majority of the directors or such directors as may be designated by the board, must sign below.

The undersigned affirms, under the penalties of perjury, that the facts stated herein are true.

Dated                                              , 19    

3

NOTES and INSTRUCTIONS

NOTE 1:	State the true exact corporate name as it appears on the records of the office of the Secretary of State, BEFORE any amendments herein reported.
NOTE 2:	Incorporators are permitted to adopt amendments ONLY before any shares have been issued and before any directors have been named or elected.                                                                                                                           (§ 10.10)
NOTE 3:	Directors may adopt amendments without shareholder approval in only six instances, as follows:
	(a)	to remove the names and addresses of directors named in the articles of incorporation;
	(b)	to remove the name and address of the initial registered agent and registered office, provided a statement pursuant to § 5.10 is also filed;
	(c)	to split the issued whole shares and unissued authorized shares by multiplying them by a whole number, so long as no class or series is adversely affected thereby;
	(d)	to change the corporate name by substituting the word “corporation”, “incorporated”, “company”, “limited”, or the abbreviation “corp.”, “Inc.”, “co.”, or “ltd.” for a similar word or abbreviation in the name, or by adding a geographical attribution to the name;
	(e)	to reduce the authorized shares of any class pursuant to a cancellation statement filed in accordance with § 9.05,
	(f)	to restate the articles of incorporation as currently amended.                                                                 (§ 10.15)
NOTE 4:	All amendments not adopted under § 10.10 or § 10.15 require (1) that the board of directors adopt a resolution setting forth the proposed amendment and (2) that the shareholders approve the amendment.
	Shareholder approval may be (1) by vote at a shareholders’ meeting (either annual or special) or (2) by consent, in writing; without a meeting.
	To be adopted, the amendment must receive the affirmative vote or consent of the holders of at least 2/3 of the outstanding shares entitled to vote on the amendment (but if class voting applies, then also at least a 2/3 vote within each class is required).
	The articles of incorporation may supercede the 2/3 vote requirement by specifying any smaller or larger vote requirement not less than a majority of the outstanding shares entitled to vote and not less than a majority within each class when class voting applies.                                                                     (§ 10.20)
NOTE 5:	When shareholder approval is by consent, all shareholders must be given notice of the proposed amendment at least 5 days before the consent is signed. If the amendment is adopted, shareholders who have not signed the consent must be promptly notified of the passage of the amendment.                                                                             (§§ 7.10 & 10.20)
	The filing fee for articles of amendment - $25.00 The filing fee for restated articles - $100.00.

4

Form BCA-10.30 (Rev. Jan. 1991)	ARTICLES OF AMENDMENT	File # 2652-589-6
	FILED May 3, 1993 George H. Ryan Secretary of State

1.	CORPORATE NAME: Sealy Mattress Company of Illinois
			(Note 1)
2.	MANNER OF ADOPTION AND TEXT OF AMENDMENT:
		The following amendment of the Articles of Incorporation was adopted on April 29, 1993 in the manner indicated below. (“X” one box only)
	o	By a majority of the incorporators, provided no directors were named in the articles of incorporation and no directors have been elected; or by a majority of the board of directors, in accordance with Section 10.10, the corporation having issued              as of the time of adoption of this amendment;
			(Note 2)
	o	By a majority of the board of directors, in accordance with Section 10.15, shares having been issued but shareholder action not being required for the adoption of the amendment;
			(Note 3)
	o	By the shareholders, in accordance with Section 10.20, a resolution of the board of directors having been duly adopted and submitted to the shareholders. At a meeting of shareholders, not less than the minimum number of votes required by statute and by the articles of incorporation were voted in favor of the amendment;
			(Note 4)
	o	By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by shareholders having not less than the minimum number of votes required by statute and by the articles of incorporation. Shareholders who have not consented in writing have been given notice in accordance with Section 7.10;
			(Note 4)
	ý	By the shareholders, in accordance with Sections 10.20 and 7.10, a resolution of the board of directors having been duly adopted and submitted to the shareholders. A consent in writing has been signed by all the shareholders entitled to vote on this amendment.
			(Note 4)
When amendment effects a name change, insert the new corporate name below.  Use Page 2 for all other amendments.
Article I:  The name of the corporation is:  no change

3	The manner in which any exchange, reclassification or cancellation of issued shares, or a reduction of the number of authorized shares of any class below the number of issued shares of that class, provided for or effected by this amendment, is as follows:  (If not applicable, insert “No change”)
		No change
4	(a) The manner in which said amendment effects a change in the amount of paid-in capital (Paid-in capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) is as follows: (If not applicable, insert “No change”)
		No change
	(b) The amount of paid-in capital (Paid-in Capital replaces the terms Stated Capital and Paid-in Surplus and is equal to the total of these accounts) as changed by this amendment is as follows: (If not applicable, insert “No change”)
		No change
				Before Amendment	After Amendment
			Paid-in Capital	$	$

(Complete either Item 5 or 6 below)

5 The undersigned corporation has caused this statement to be signed by its duly authorized officers, each of whom affirms, under penalties of perjury, that the facts stated herein are true.

Dated	April 30, 1993				Sealy Mattress Company of Illinois
					(Exact Name of Corporation)
attested by		/s/  John D. Moran	by	/s/ Douglas R. Schrank
		(Signature of Secretary or Assistant Secretary)		(Signature of President or Vice President)
		John D. Moran, Secretary	Douglas R. Schrank, Sr. Vice President
		(Type or Print Name and Title)	(Type or Print Name and Title)

6	If amendment is authorized by the incorporators, the incorporators must sign below.
	OR
	If amendment is authorized by the directors and there are no officers, then a majority of the directors or such directors as may be designated by the board, must sign below.
	The undersigned affirms, under the penalties of perjury, that the facts stated herein are true.
	Dated	,

2

Text of Amendment

(Any article being amended is required to be set forth in its entirety)

Article Four of the Articles of Incorporation of the Corporation amended, is hereby amended to read, in its entirety, as follows:

“Article Four

The purpose or purposes for which the Corporation is organized are as follows:

To enter into, promote or conduct any kind of business, contract or undertaking permitted to corporations organized under the Illinois Business Corporation Act (the “Act”), to engage in any lawful act or activity for which corporations may be formed under the Act and, in connection therewith, to exercise all express and incidental powers normally permitted such corporations.”

3

EX-3.18

EXHIBIT 3.18

April 1, 1988

BY-LAWS

OF

SEALY MATTRESS COMPANY OF ILLINOIS

ARTICLE I
OFFICES

SECTION 1.1.   Registered Office.  The registered office of the corporation in the State of Illinois shall be located at 208 South LaSalle Street, in the City of Chicago, and the name of the corporation’s registered agent is C T Corporation System.

SECTION 1.2.   Other Offices.  The corporation may have offices at such other places both within or without the State of Illinois as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II
MEETINGS OF SHAREHOLDERS

SECTION 2.1.   Annual Meeting.  The annual meeting of the shareholders of the corporation shall be held at such place and time as the Board of Directors shall fix, on the first Wednesday in April of each year commencing in 1989 or on such other date as the Board shall fix, for the purpose of electing directors and transacting of such other business as may come before the meeting.

SECTION 2.2.   Special Meetings.  Special meetings of the shareholders for any purpose or purposes may be called and the time, date and location thereof designated by the Board of Directors or the Chairman of the Board of Directors (if a Chairman of the Board of Directors shall have been elected).

SECTION 2.3.   Notice of Meetings.  Written notice of every meeting of shareholders stating the place, date, time and purposes thereof, shall be delivered at least ten but not more than sixty days prior to the date of the meeting, or in the case of a dissolution, merger or consolidation, not less than twenty nor more than sixty days before the meeting.

SECTION 2.4.   Quorum.  The holders of at least a majority of the shares entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business at any meeting of shareholders. If a quorum shall not be present at any meeting, the persons holding or entitled to vote by proxy a majority of the shares entitled to vote at the meeting present or represented at the meeting may adjourn the meeting without notice other than announcement at the meeting (unless other notice is required by law) to any other time, date and place. At any such adjourned meeting at which a quorum is present or represented,

any business may be transacted that could have been transacted at the original meeting had a quorum been present or represented.

SECTION 2.5.   Action by Consent.  Any action required or permitted to be taken by the shareholders of the corporation may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of such action shall be given to all shareholders who did not consent thereto in writing.

ARTICLE III
DIRECTORS

SECTION 3.1.   Number and Election.  The number of directors shall be fixed at three (3), but may be increased or decreased from time to time by resolution of the Board of Directors, provided, that at no time shall the number of directors be less than one (1), and no decrease shall have the effect of shortening the term of any incumbent director.  Directors shall be elected annually by the shareholders, and the persons receiving the greatest number of votes shall be the directors. Each director elected shall hold office until the successor of such director is elected and qualified or until the death or resignation of such director or the removal of such director. Directors need not be residents of the State of Illinois or shareholders of this corporation.

SECTION 3.2.   Resignation.  Any director may resign by giving written notice to the corporation. Any such resignation shall take effect at the time of receipt of notice thereof or at any later time specified therein, and, unless expressly required, acceptance of such resignation shall not be necessary to make it effective.

SECTION 3.3.   Vacancies and Newly Created Directorships.  Any vacancy in the Board of Directors, (whether resulting from death, resignation, removal or otherwise) and any newly created directorship may be filled by the shareholders or a majority of the directors then in office, although less than a quorum.

SECTION 3.4.   Regular Meetings.  An annual meeting of the Board of Directors shall be held, without notice other than this by-law, immediately after, and at the same place as, the annual meeting of shareholders of the corporation. Additional regular meetings of the Board of Directors may be held without notice at such times, dates and places as may be fixed by the Board of Directors.

SECTION 3.5.   Special Meetings.  Special meetings of the Board of Directors may be called by Chairman of the Board of Directors (if a Chairman shall have been elected), or any two directors, and such meetings shall be held at such time, date and place as shall be designated in the call. Except as otherwise prescribed by the Business Corporation Act of 1983 of the State of Illinois as amended from time to time (the “Illinois Statute”) written or actual oral notice of the time, date and place of each special meeting, addressed to each director at such director’s business address, shall be given at least 48 hours prior to such meeting. Such written notice may be delivered in person, mailed or transmitted by telegram, or, if the addressee has

2

such equipment, by telex or teletype, and shall be deemed to have been given when delivered in person or to the telegraph company, when transmitted on telex or teletype equipment, or 48 hours after deposit in the United States mail postage prepaid. Any director may waive notice of any meeting.

SECTION 3.6.   Quorum.  A majority of the whole Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. If a quorum shall not be present at any meeting, a majority of the directors present may adjourn the meeting without notice other than announcement at the meeting to any other time, date and place.

Any member of the Board of Directors or of any committee designated by the Board may participate in a meeting of the directors or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by means of such equipment shall constitute presence in person at such meeting.

SECTION 3.7.   Presumption of Assent.  Unless otherwise provided by the Illinois Statute, a director of the corporation who is present at a meeting of the Board of Directors at which action is taken on any corporate matter shall be presumed to have assented to the action taken unless the dissent of such director shall be entered in the minutes of the meeting or unless such director shall file a written dissent to such action with the person acting as Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

SECTION 3.8.   Action without Meeting.  Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if a written consent thereto is signed by all members of the board or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.

SECTION 3.9.   Executive Committee.  The Board of Directors may, by resolution passed by a majority of the number of directors fixed by these by-laws, designate two or more directors of the corporation to constitute an executive committee, which, to the extent provided in such resolution and by Illinois law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers that may require it.

SECTION 3.10.   Other Committees.  The Board of Directors may, by resolution passed by a majority of the number of directors fixed by these by-Laws, designate such other committees as it may from time to time determine.  Each such committee shall consist of two or more directors, shall serve for such term and shall have and may exercise, during intervals between meetings of the Board of Directors, such lawfully delegable duties, functions and powers as the Board of Directors may from time to time prescribe.

3

SECTION 3.11.   Quorum and Manner of Acting — Committees.  The presence of a majority of members of any committee shall constitute a quorum for the transaction of business at any meeting of such committee, and the act of a majority of those present shall be necessary for the taking of any action at such meeting.

SECTION 3.12.   Committee Chairman, Books and Records, Etc.  The chairman of each committee shall be selected from among the members of the committee by the Board of Directors.  Each committee shall keep a record of its acts and proceedings, and all actions of each committee shall be reported to the Board of Directors at its next meeting.  Each committee shall fix its own rules of procedure not inconsistent with these by-laws or the resolution of the Board of Directors designating such committee and shall meet at such times and places and upon such call or notice as shall be provided by such rules.

ARTICLE IV
OFFICERS

SECTION 4.1.   Designation of Officers.  The officers of the corporation shall be a President, one or more Vice Presidents (who may be designated by class or function), a Treasurer, a Secretary and such other officers (including Assistant Treasurers and Assistant Secretaries) as the Board of Directors may elect.  The Board of Directors may at any time, in its discretion, elect a Chairman of the Board of Directors (the “Chairman”) to be the chief executive officer of the corporation and to have the other powers and duties set forth herein.

SECTION 4.2.   Election and Term.  Each officer shall be elected by the Board of Directors to serve until the successor thereof is elected or until the earlier resignation or removal of such officer.

SECTION 4.3.   Resignation, Removal and Vacancies.  Any officer may resign by giving written notice to the Chairman or the Secretary.  Any such resignation shall take effect at the time of receipt of notice thereof or at any later time specified therein, and, unless expressly required, acceptance of such resignation shall not be necessary to make it effective.  Any officer may be removed, with or without cause, by a majority of the directors then in office, and a vacancy in any office (whether resulting from death, resignation, removal or otherwise) may be filled by the Board of Directors.  The removal of any officer shall be without prejudice to any rights such officer may have under any agreement.

SECTION 4.4.   Chairman.  In the event that the Board of Directors determines to elect a Chairman pursuant to Section 4.1 hereof, the Chairman shall be the chief executive officer of the corporation and shall have authority and responsibility for the general management, direction and overall supervision, subject to the authority of the Board of Directors, of the corporation’s business and affairs and its officers and employees, and shall have the power to appoint, remove and discharge any and all employees of the corporation not elected or appointed directly by the Board of Directors.  The Chairman shall preside at all meetings of the Board of Directors and shareholders and shall have authority to designate the duties and powers of other officers and delegate special powers and duties to specified officers, so long as such designation shall not be inconsistent with any statute, these by-laws or any action of the Board of Directors.  The Chairman shall also have power to execute, and shall execute deeds, mortgages, bonds,

4

contracts or other instruments of the corporation except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors or by the Chairman to some other officer or agent of the corporation.  The Chairman may sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by the Board of Directors.  The stock in general shall have all other powers and shall perform all other duties that are normally incident to the chief executive officer of a corporation or as may be prescribed by the Board of Directors from time to time.

SECTION 4.5.   President.  Prior to the time, if any, at which the Board of Directors shall elect a Chairman pursuant to Section 4.1 hereof, the President shall have the duties, responsibilities and powers set forth in Section 4.4 hereof.  In the event that the Board of Directors elects a Chairman, the President, under the Chairman, and subject to the authority of the Board of Directors and the Chairman, shall be the chief operating officer of the corporation and shall be charged with implementing the policies of the corporation as determined by the Chairman and the Board of Directors.  In the event that the Chairman, due to absence or any other cause, shall refuse or be unable at any time to attend to or to perform the duties of Chairman as above prescribed, the President shall perform the duties of the Chairman.  The President may sign, pursuant to Section 6.1 hereof, certificates for shares of stock in the corporation, the issuance of which shall have been duly authorized by the Board of Directors.  The President shall have such other powers and duties as the Board of Directors or the Chairman (if a Chairman shall have been elected) may from time to time determine.

SECTION 4.6.   Vice Presidents.  In the absence of the President, or in the event of the President’s inability or refusal to act, the Vice Presidents, in order of their rank as fixed by the Board of Directors or, if not ranked, the Vice President designated by the Board of Directors or the Chairman (if a Chairman shall have been elected), shall perform all duties of the President and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President.  The Vice Presidents shall have such other powers and perform such other duties, not inconsistent with statute, these by-laws, or any action of the Board of Directors, as from time to time may be prescribed for them, respectively, by the Board of Directors or the Chairman (if a Chairman shall have been elected), which may include the execution of deeds, mortgages, bonds, contracts or other instruments of the corporation.  Any Vice President may sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by the Board of Directors.

SECTION 4.7.   Treasurer.  The Treasurer shall:  (a) be responsible to the Board of Directors for the receipt, custody and disbursement of all funds and securities of the corporation; (b) receive and give receipts for funds due and payable to the corporation from any source whatsoever and deposit all such funds in the name of the corporation in such banks, trust companies or other depositories as shall from time to time be selected in accordance with the provisions of Section 5.2 of these by-laws; (c) disburse the funds of the corporation as ordered by the Board of Directors or the Chairman or as otherwise required in the conduct of the business of the corporation; (d) render to the Chairman or the Board of Directors, upon request, an account of all transactions of such officer as Treasurer and of the financial condition of the corporation; and (e) in general, perform all the duties normally incident to the office of Treasurer and such other duties as may from time to time be assigned by the Chairman (if a Chairman shall

5

have been elected), the President, the Board of Directors or these by-laws.  The Treasurer may sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by resolution of the Board of Directors.  The Treasurer may delegate such details of the performance of duties of the office of Treasurer as may be appropriate in the exercise of reasonable care to one or more persons in the place of such officer, but shall not thereby be relieved of responsibility for the performance of such duties.

SECTION 4.8.   Secretary.  The Secretary shall:  (a) keep the minutes of the meetings of the shareholders, the Board of Directors and committees of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law, (c) have charge of the corporate records and of the seal of the corporation; (d) affix the seal of the corporation or a facsimile thereof, or cause the same to be affixed, to all certificates for shares prior to the issue thereof and to all documents the execution of which on behalf of the corporation under its seal is duly authorized by the Board of Directors or otherwise in accordance with the provisions of these by-laws; (e) keep a register of the post office addresses of each shareholder, director and committee member that shall from time to time be furnished to the Secretary by such shareholder, director or member; (f) sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by resolution of the Board of Directors; (g) have general charge of the stock transfer books of the corporation; and (h) in general, perform all duties normally incident to the office of Secretary and such other duties as may from time to time be assigned by the Chairman (if a Chairman shall have been elected), the President or the Board of Directors.  The Secretary may delegate such details of the performance of the duties of the office of Secretary as may be appropriate in the exercise of reasonable care to one or more persons in the place of such officer, but shall not thereby be relieved of responsibility for the performance of such duties.

SECTION 4.9.   Assistant Treasurers and Assistant Secretaries.  The Assistant Treasurers and Assistant Secretaries, if any, shall perform all functions and duties that may be assigned to them by the Treasurer or Secretary, respectively, or by the Chairman (if a Chairman shall have been elected), the President or the Board of Directors.  If authorized by the Treasurer or the Secretary, as the case may be, any Assistant Treasurer or Assistant Secretary may sign, pursuant to Section 6.1 hereof certificates for shares of the corporation in place of the Treasurer or Secretary, respectively.

SECTION 4.10.   Other Officers.  The Board of Directors may from time to time elect such other officers to perform such duties and responsibilities as it shall prescribe.

SECTION 4.11.   Salaries.  The compensation of the officers of the corporation shall be fixed from time to time by the Board of Directors or by such officer as it shall designate for such purpose or as it shall otherwise direct.  No officer shall be prevented from receiving a salary or other compensation by reason of the fact that such officer is also a director of the corporation.

6

ARTICLE V
CHECKS AND DEPOSITS

SECTION 5.1.   Checks, Drafts, Etc.  All checks, demands, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers or agent or agents of the corporation, and in such manner, as shall from time to time be authorized by the Board of Directors.

SECTION 5.2.   Deposits.  All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE VI
SHARE RECORDS AND TRANSFERS

SECTION 6.1.   Share Certificates.  Every shareholder shall be entitled to have a certificate in such form as the Board of Directors shall from time to time approve, signed on behalf of the corporation by the President or any elected Vice President, and by the Treasurer or the Secretary (or, if so authorized, any Assistant Treasurer or Assistant Secretary) certifying the number of shares held of record by such shareholder.

SECTION 6.2.   Record Ownership.  A record of the name and address of the holder of each certificate, the number of shares represented thereby, and the date of issue thereof shall be made on the corporation’s books.  The corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof, and shall not be bound to recognize any equitable or other claim to or interest in any share on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by the laws of Illinois.

SECTION 6.3.   Lost Certificates.  Any person claiming a share certificate in lieu of one lost, stolen, mutilated or destroyed shall give the corporation an affidavit as to its loss, theft, mutilation or destruction.  Such holder shall also, if required by the Board of Directors, give the corporation a bond, in such form and amount as may be approved by the Board of Directors (or any agent of the corporation to which authority for such approval shall have been delegated by the Board) sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft, mutilation or destruction of the certificate or the issuance of a new certificate.

SECTION 6.4.   Transfer of Shares.  Transfer of shares of stock shall be made on the books of the corporation only by direction of the person named in the certificate or such person’s attorney, lawfully constituted in writing, and only upon the surrender for cancellation of the certificate therefor, duly endorsed or accompanied by a written assignment of the shares evidenced thereby.

SECTION 6.5.   Transfer Agent and Registrar.  The corporation may appoint one or more transfer offices or agencies, each in charge of a transfer agent designated by the Board of Directors (who shall have custody, subject to the direction of the Secretary, of the original stock ledger and stock records of the corporation) where the shares of the capital stock of the

7

corporation of any class or series specified in such appointment shall be registered.  The corporation may also appoint one or more registry offices, each in charge of a registrar designated by the Board of Directors, where its stock of any class or series specified in such appointment shall be registered.  Except as otherwise provided by resolution of the Board of Directors with respect to temporary certificates, no certificate for shares of capital stock of the corporation for which a transfer agent or registrar has been appointed shall be valid unless countersigned by such transfer agent and registered by such registrar authorized as aforesaid.

SECTION 6.6.   Restrictions on Transfer.  Any shareholder may enter into an agreement with other shareholders or with the corporation providing for reasonable limitation or restriction on the right of such shareholder to transfer shares of capital stock of the corporation held by such shareholder, including, without limiting the generality of the foregoing, agreements granting to such other shareholders or to the corporation the right to purchase for a given period of time any of such shares.  Any such limitation or restriction on the transfer of shares of this corporation may be set forth on certificates representing shares of capital stock, in which case the corporation or the transfer agent shall not be required to transfer such shares upon the books of the corporation without receipt of satisfactory evidence of compliance with the terms of such limitation or restriction.

ARTICLE VII
GENERAL PROVISIONS

SECTION 7.1.   Fiscal Year.  The fiscal year of the corporation shall end on November 30 of each year.

SECTION 7.2.   Voting of Securities.  Subject to control and direction of the Board of Directors, the Chairman of the Board (if a Chairman shall have been elected) or such other person as the Board of Directors may designate for such purpose either generally or in any particular instance, shall have full power and authority, in the name and on behalf of the corporation, to attend, act and vote at any meeting of security holders of any company in which the corporation may hold any securities, or to consent as a security holder to any action proposed to be taken by such company.  At any such meeting, or in connection with any such action, the Chairman of the Board (if a Chairman shall have been elected) or such other person shall possess and may exercise any and all rights and powers incident to the ownership of such securities which, as the holder thereof, the corporation might possess and exercise, and such person may exercise such power and authority through the execution of proxies or written consents or may delegate such power and authority to any other officer, agent or employee of the corporation.

SECTION 7.3.   Amendments to By-Laws.  These by-laws may be altered or repealed by the shareholders or the Board of Directors.

ARTICLE VIII
INDEMNIFICATION AND INSURANCE

SECTION 8.1.   Right to Indemnification.  Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of

8

the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the corporation to the fullest extent authorized by the Illinois Statute, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 8.2, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the corporation.  The right to indemnification conferred in this Section 8.1 shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Illinois Statute requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Illinois Statute.

9

EX-3.19

Exhibit 3.19

FORM B

BEFORE ATTEMPTING TO EXECUTE THESE BLANKS BE SURE TO READ
CAREFULLY THE INSTRUCTIONS ON THE BACK THEREOF.

(THESE ARTICLES MUST BE FILED IN DUPLICATE)

STATE OF ILLINOIS,	)
	)	ss.
COOK COUNTY	)

To CHARLES F. CARPENTIER, Secretary of State:

We, the undersigned,

Name	Number	Street	Address City	State
Milton A. Levenfeld	209	South La Salle Street,	Chicago,	Illinois

being natural persons of the age of twenty-one years or more and subscribers to the shares of the corporation to be organized pursuant hereto, for the purpose of forming a corporation under “The Business Corporation Act” of the State of Illinois, do hereby adopt the following Articles of Incorporation:

ARTICLE ONE

The name of the corporation is:  A. Brandwein & Co.

ARTICLE TWO

The address of its initial registered office in the State of Illinois is:  176 West Adams Street Street, in the City of Chicago (3) (zone)

County of Cook and the name of its initial Registered Agent at said address is: Leonard Pressman

ARTICLE THREE

The duration of the corporation is: perpetual

ARTICLE FOUR

The purpose or purposes for which the corporation is organized are:

to manufacture and sell mattresses, box springs, beds and related items, and in connection therewith to buy, sell, lease, mortgage, pledge and otherwise deal with personal property and real estate and to have all of the powers granted to a corporation under the Illinois Business Corporation Act.

ARTICLE FIVE

PARAGRAPH 1:  The aggregate number of shares which the corporation is authorized to issue is 100, divided into no classes.  The designation of each class, the number of shares of each class, and the par value, if any, of the shares of each class, or a statement that the shares of any class are without par value, are as follows:

Class	Series (If any)	Number of Shares	Par value per share or statement that shares are without par value
Common		100	$100 par value

PARAGRAPH 2:  The preferences, qualification, limitations, restrictions and the special or relative rights in respect of the shares of each class are:

ARTICLE SIX

The class and number of shares which the corporation proposes to issue without further report to the Secretary of State, and the consideration (expressed in dollars) to be received by the corporation therefor, are:

Class of shares	Number of shares	Total consideration to be received therefore:
Common	10	$	1,000.00
		$
		$
		$
		$
		$

ARTICLE SEVEN

The corporation will not commence business until at least one thousand dollars has been received as consideration for the issuance of shares.

ARTICLE EIGHT

The number of directors to be elected at the first meeting of the shareholders is:  three

ARTICLE NINE

PARAGRAPH 1:  It is estimated that the value of all property to be owned by the corporation for the following year wherever located will be $                         .

PARAGRAPH 2:  It is estimated that the value of all property to be located within the State of Illinois during the following year will be $                         .

PARAGRAPH 3:  It is estimated that the gross amount of business which will be transacted by the corporation during the following year will be $                         .

2

PARAGRAPH 4:  It is estimated that the gross amount of business which will be transacted at or from places of business in the State of Illinois during the following year will be $                         .

/s/ Milton A. Levenfeld Incorporators

3

OATH AND ACKNOWLEDGMENT

STATE OF ILLINOIS,	)
	)	ss.
COOK COUNTY	)

I, Jeanne La Vigne, a Notary Public, do hereby certify that on the 6^th day of March, 1964, Milton A. Levenfeld (Names of Incorporators)

personally appeared before me and being first duly sworn by me severally acknowledged that they signed the foregoing document in the respective capacities therein set forth and declared that the statements therein contained are true.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year above written.

/s/ Jeanne La Vigne

Notary Public

4

EX-3.20

EXHIBIT 3.20

April 1, 1988

BY-LAWS

OF

A. BRANDWEIN & CO.

ARTICLE I
OFFICES

SECTION 1.1.   Registered Office.  The registered office of the corporation in the State of Illinois shall be located at 208 South LaSalle Street, in the City of Chicago, and the name of the corporation’s registered agent is C T Corporation System.

SECTION 1.2.   Other Offices.  The corporation may have offices at such other places both within or without the State of Illinois as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II
MEETINGS OF SHAREHOLDERS

SECTION 2.1.   Annual Meeting.  The annual meeting of the shareholders of the corporation shall be held at such place and time as the Board of Directors shall fix, on the first Wednesday in April of each year commencing in 1989 or on such other date as the Board shall fix, for the purpose of electing directors and transacting of such other business as may come before the meeting.

SECTION 2.2.   Special Meetings.  Special meetings of the shareholders for any purpose or purposes may be called and the time, date and location thereof designated by the Board of Directors or the Chairman of the Board of Directors (if a Chairman of the Board of Directors shall have been elected).

SECTION 2.3.   Notice of Meetings.  Written notice of every meeting of shareholders stating the place, date, time and purposes thereof, shall be delivered at least ten but not more than sixty days prior to the date of the meeting, or in the case of a dissolution, merger or consolidation, not less than twenty nor more than sixty days before the meeting.

SECTION 2.4.   Quorum.  The holders of at least a majority of the shares entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business at any meeting of shareholders.  If a quorum shall not be present at any meeting, the persons holding or entitled to vote by proxy a majority of the shares entitled to vote at the meeting present or represented at the meeting may adjourn the meeting without notice other than announcement at the meeting (unless other notice is required by law) to any other time, date and place.  At any such adjourned meeting at which a quorum is present or

represented, any business may be transacted that could have been transacted at the original meeting had a quorum been present or represented.

SECTION 2.5.   Action by Consent.  Any action required or permitted to be taken by the shareholders of the corporation may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  Prompt notice of such action shall be given to all shareholders who did not consent thereto in writing.

ARTICLE III
DIRECTORS

SECTION 3.1.   Number and Election.  The number of directors shall be fixed at three (3), but may be increased or decreased from time to time by resolution of the Board of Directors, provided, that at no time shall the number of directors be less than one (1), and no decrease shall have the effect of shortening the term of any incumbent director.  Directors shall be elected annually by the shareholders, and the persons receiving the greatest number of votes shall be the directors.  Each director elected shall hold office until the successor of such director is elected and qualified or until the death or resignation of such director or the removal of such director.  Directors need not be residents of the State of Illinois or shareholders of this corporation.

SECTION 3.2.   Resignation.  Any director may resign by giving written notice to the corporation.  Any such resignation shall take effect at the time of receipt of notice thereof or at any later time specified therein, and, unless expressly required, acceptance of such resignation shall not be necessary to make it effective.

SECTION 3.3.   Vacancies and Newly Created Directorships.  Any vacancy in the Board of Directors, (whether resulting from death, resignation, removal or otherwise) and any newly created directorship may be filled by the shareholders or a majority of the directors then in office, although less than a quorum.

SECTION 3.4.   Regular Meetings.  An annual meeting of the Board of Directors shall be held, without notice other than this by-law, immediately after, and at the same place as, the annual meeting of shareholders of the corporation.  Additional regular meetings of the Board of Directors may be held without notice at such times, dates and places as may be fixed by the Board of Directors.

SECTION 3.5.   Special Meetings.  Special meetings of the Board of Directors may be called by Chairman of the Board of Directors (if a Chairman shall have been elected), or any two directors, and such meetings shall be held at such time, date and place as shall be designated in the call.  Except as otherwise prescribed by the Business Corporation Act of 1983 of the State of Illinois as amended from time to time (the “Illinois Statute”) written or actual oral notice of the time, date and place of each special meeting, addressed to each director at such director’s business address, shall be given at least 48 hours prior to such meeting.  Such written notice may be delivered in person, mailed or transmitted by telegram, or, if the addressee has

2

such equipment, by telex or teletype, and shall be deemed to have been given when delivered in person or to the telegraph company, when transmitted on telex or teletype equipment, or 48 hours after deposit in the United States mail postage prepaid.  Any director may waive notice of any meeting.

SECTION 3.6.   Quorum.  A majority of the whole Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.  If a quorum shall not be present at any meeting, a majority of the directors present may adjourn the meeting without notice other than announcement at the meeting to any other time, date and place.

Any member of the Board of Directors or of any committee designated by the Board may participate in a meeting of the directors or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by means of such equipment shall constitute presence in person at such meeting.

SECTION 3.7.   Presumption of Assent.  Unless otherwise provided by the Illinois Statute,, a director of the corporation who is present at a meeting of the Board of Directors at which action is taken on any corporate matter shall be presumed to have assented to the action taken unless the dissent of such director shall be entered in the minutes of the meeting or unless such director shall file a written dissent to such action with the person acting as Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting.  Such right to dissent shall not apply to a director who voted in favor of such action.

SECTION 3.8.   Action without Meeting.  Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if a written consent thereto is signed by all members of the board or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.

SECTION 3.9.   Executive Committee.  The Board of Directors may, by resolution passed by a majority of the number of directors fixed by these by-laws, designate two or more directors of the corporation to constitute an executive committee, which, to the extent provided in such resolution and by Illinois law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers that may require it.

SECTION 3.10.   Other Committees.  The Board of Directors may, by resolution passed by a majority of the number of directors fixed by these by-laws, designate such other committees as it may from time to time determine.  Each such committee shall consist of two or more directors, shall serve for such term and shall have and may exercise, during intervals between meetings of the Board of Directors, such lawfully delegable duties, functions and powers as the Board of Directors may from time to time prescribe.

3

SECTION 3.11.   Quorum and Manner of Acting — Committees.  The presence of a majority of members of any committee shall constitute a quorum for the transaction of business at any meeting of such committee, and the act of a majority of those present shall be necessary for the taking of any action at such meeting.

SECTION 3.12.   Committee Chairman, Books and Records, Etc.  The chairman of each committee shall be selected from among the members of the committee by the Board of Directors.  Each committee shall keep a record of its acts and proceedings, and all actions of each committee shall be reported to the Board of Directors at its next meeting.  Each committee shall fix its own rules of procedure not inconsistent with these by-laws or the resolution of the Board of Directors designating such committee and shall meet at such times and places and upon such call or notice as shall be provided by such rules.

ARTICLE IV
OFFICERS

SECTION 4.1.   Designation of Officers.  The officers of the corporation shall be a President, one or more Vice Presidents (who may be designated by class or function), a Treasurer, a Secretary and such other officers (including Assistant Treasurers and Assistant Secretaries) as the Board of Directors may elect.  The Board of Directors may at any time, in its discretion, elect a Chairman of the Board of Directors (the “Chairman”) to be the chief executive officer of the corporation and to have the other powers and duties set forth herein.

SECTION 4.2.   Election and Term.  Each officer shall be elected by the Board of Directors to serve until the successor thereof is elected or until the earlier resignation or removal of such officer.

SECTION 4.3.   Resignation, Removal and Vacancies.  Any officer may resign by giving written notice to the Chairman or the Secretary.  Any such resignation shall take effect at the time of receipt of notice thereof or at any later time specified therein, and, unless expressly required, acceptance of such resignation shall not be necessary to make it effective.  Any officer may be removed, with or without cause, by a majority of the directors then in office, and a vacancy in any office (whether resulting from death, resignation, removal or otherwise) may be filled by the Board of Directors.  The removal of any officer shall be without prejudice to any rights such officer may have under any agreement.

SECTION 4.4.   Chairman.  In the event that the Board of Directors determines to elect a Chairman pursuant to Section 4.1 hereof, the Chairman shall be the chief executive officer of the corporation and shall have authority and responsibility for the general management, direction and overall supervision, subject to the authority of the Board of Directors, of the corporation’s business and affairs and its officers and employees, and shall have the power to appoint, remove and discharge any and all employees of the corporation not elected or appointed directly by the Board of Directors.  The Chairman shall preside at all meetings of the Board of Directors and shareholders and shall have authority to designate the duties and powers of other officers and delegate special powers and duties to specified officers, so long as such designation shall not be inconsistent with any statute, these by-laws or any action of the Board of Directors.  The Chairman shall also have power to execute, and shall execute deeds, mortgages, bonds,

4

contracts or other instruments of the corporation except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors or by the Chairman to some other officer or agent of the corporation.  The Chairman may sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by the Board of Directors.  The stock in general shall have all other powers and shall perform all other duties that are normally incident to the chief executive officer of a corporation or as may be prescribed by the Board of Directors from time to time.

SECTION 4.5.   President.  Prior to the time, if any, at which the Board of Directors shall elect a Chairman pursuant to Section 4.1 hereof, the President shall have the duties, responsibilities and powers set forth in Section 4.4 hereof.  In the event that the Board of Directors elects a Chairman, the President, under the Chairman, and subject to the authority of the Board of Directors and the Chairman, shall be the chief operating officer of the corporation and shall be charged with implementing the policies of the corporation as determined by the Chairman and the Board of Directors.  In the event that the Chairman, due to absence or any other cause, shall refuse or be unable at any time to attend to or to perform the duties of Chairman as above prescribed, the President shall perform the duties of the Chairman.  The President may sign, pursuant to Section 6.1 hereof, certificates for shares of stock in the corporation, the issuance of which shall have been duly authorized by the Board of Directors.  The President shall have such other powers and duties as the Board of Directors or the Chairman (if a Chairman shall have been elected) may from time to time determine.

SECTION 4.6.   Vice Presidents.  In the absence of the President, or in the event of the President’s inability or refusal to act, the Vice Presidents, in order of their rank as fixed by the Board of Directors or, if not ranked, the Vice President designated by the Board of Directors or the Chairman (if a Chairman shall have been elected), shall perform all duties of the President and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President.  The Vice Presidents shall have such other powers and perform such other duties, not inconsistent with statute, these by-laws, or any action of the Board of Directors, as from time to time may be prescribed for them, respectively, by the Board of Directors or the Chairman (if a Chairman shall have been elected), which may include the execution of deeds, mortgages, bonds, contracts or other instruments of the corporation.  Any Vice President may sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by the Board of Directors.

SECTION 4.7.   Treasurer.  The Treasurer shall: (a) be responsible to the Board of Directors for the receipt, custody and disbursement of all funds and securities of the corporation; (b) receive and give receipts for funds due and payable to the corporation from any source whatsoever and deposit all such funds in the name of the corporation in such banks, trust companies or other depositories as shall from time to time be selected in accordance with the provisions of Section 5.2 of these by-laws; (c) disburse the funds of the corporation as ordered by the Board of Directors or the Chairman or as otherwise required in the conduct of the business of the corporation; (d) render to the Chairman or the Board of Directors, upon request, an account of all transactions of such officer as Treasurer and of the financial condition of the corporation; and (e) in general, perform all the duties normally incident to the office of Treasurer and such other duties as may from time to time be assigned by the Chairman (if a Chairman shall

5

have been elected), the President, the Board of Directors or these by-laws.  The Treasurer may sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by resolution of the Board of Directors.  The Treasurer may delegate such details of the performance of duties of the office of Treasurer as may be appropriate in the exercise of reasonable care to one or more persons in the place of such officer, but shall not thereby be relieved of responsibility for the performance of such duties.

SECTION 4.8.   Secretary.  The Secretary shall: (a) keep the minutes of the meetings of the shareholders, the Board of Directors and committees of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) have charge of the corporate records and of the seal of the corporation; (d) affix the seal of the corporation or a facsimile thereof, or cause the same to be affixed, to all certificates for shares prior to the issue thereof and to all documents the execution of which on behalf of the corporation under its seal is duly authorized by the Board of Directors or otherwise in accordance with the provisions of these by-laws; (e) keep a register of the post office addresses of each shareholder, director and committee member that shall from time to time be furnished to the Secretary by such shareholder, director or member; (f) sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by resolution of the Board of Directors; (g) have general charge of the stock transfer books of the corporation; and (h) in general, perform all duties normally incident to the office of Secretary and such other duties as may from time to time be assigned by the Chairman (if a Chairman shall have been elected), the President or the Board of Directors.  The Secretary may delegate such details of the performance of the duties of the office of Secretary as may be appropriate in the exercise of reasonable care to one or more persons in the place of such officer, but shall not thereby be relieved of responsibility for the performance of such duties.

SECTION 4.9.   Assistant Treasurers and Assistant Secretaries.  The Assistant Treasurers and Assistant Secretaries, if any, shall perform all functions and duties that may be assigned to them by the Treasurer or Secretary, respectively, or by the Chairman (if a Chairman shall have been elected), the President or the Board of Directors.  If authorized by the Treasurer or the Secretary, as the case may be, any Assistant Treasurer or Assistant Secretary may sign, pursuant to Section 6.1 hereof certificates for shares of the corporation in place of the Treasurer or Secretary, respectively.

SECTION 4.10.   Other Officers.  The Board of Directors may from time to time elect such other officers to perform such duties and responsibilities as it shall prescribe.

SECTION 4.11.   Salaries.  The compensation of the officers of the corporation shall be fixed from time to time by the Board of Directors or by such officer as it shall designate for such purpose or as it shall otherwise direct.  No officer shall be prevented from receiving a salary or other compensation by reason of the fact that such officer is also a director of the corporation.

6

ARTICLE V
CHECKS AND DEPOSITS

SECTION 5.1.   Checks, Drafts, Etc.  All checks, demands, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers or agent or agents of the corporation, and in such manner, as shall from time to time be authorized by the Board of Directors.

SECTION 5.2.   Deposits.  All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE VI
SHARE RECORDS AND TRANSFERS

SECTION 6.1.   Share Certificates.  Every shareholder shall be entitled to have a certificate in such form as the Board of Directors shall from time to time approve, signed on behalf of the corporation by the President or any elected Vice President, and by the Treasurer or the Secretary (or, if so authorized, any Assistant Treasurer or Assistant Secretary) certifying the number of shares held of record by such shareholder.

SECTION 6.2.   Record Ownership.  A record of the name and address of the holder of each certificate, the number of shares represented thereby, and the date of issue thereof shall be made on the corporation’s books.  The corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof, and shall not be bound to recognize any equitable or other claim to or interest in any share on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by the laws of Illinois.

SECTION 6.3.   Lost Certificates.  Any person claiming a share certificate in lieu of one lost, stolen, mutilated or destroyed shall give the corporation an affidavit as to its loss, theft, mutilation or destruction.  Such holder shall also, if required by the Board of Directors, give the corporation a bond, in such form and amount as may be approved by the Board of Directors (or any agent of the corporation to which authority for such approval shall have been delegated by the Board) sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft, mutilation or destruction of the certificate or the issuance of a new certificate.

SECTION 6.4.   Transfer of Shares.  Transfer of shares of stock shall be made on the books of the corporation only by direction of the person named in the certificate or such person’s attorney, lawfully constituted in writing, and only upon the surrender for cancellation of the certificate therefor, duly endorsed or accompanied by a written assignment of the shares evidenced thereby.

SECTION 6.5.   Transfer Agent and Registrar.  The corporation may appoint one or more transfer offices or agencies, each in charge of a transfer agent designated by the Board of Directors (who shall have custody, subject to the direction of the Secretary, of the original stock ledger and stock records of the corporation) where the shares of the capital stock of the

7

corporation of any class or series specified in such appointment shall be registered.  The corporation may also appoint one or more registry offices, each in charge of a registrar designated by the Board of Directors, where its stock of any class or series specified in such appointment shall be registered.  Except as otherwise provided by resolution of the Board of Directors with respect to temporary certificates, no certificate for shares of capital stock of the corporation for which a transfer agent or registrar has been appointed shall be valid unless countersigned by such transfer agent and registered by such registrar authorized as aforesaid.

SECTION 6.6.   Restrictions on Transfer.  Any shareholder may enter into an agreement with other shareholders or with the corporation providing for reasonable limitation or restriction on the right of such shareholder to transfer shares of capital stock of the corporation held by such shareholder, including, without limiting the generality of the foregoing, agreements granting to such other shareholders or to the corporation the right to purchase for a given period of time any of such shares.  Any such limitation or restriction on the transfer of shares of this corporation may be set forth on certificates representing shares of capital stock, in which case the corporation or the transfer agent shall not be required to transfer such shares upon the books of the corporation without receipt of satisfactory evidence of compliance with the terms of such limitation or restriction.

ARTICLE VII
GENERAL PROVISIONS

SECTION 7.1.   Fiscal Year.  The fiscal year of the corporation shall end on November 30 of each year.

SECTION 7.2.   Voting of Securities.  Subject to control and direction of the Board of Directors, the Chairman of the Board (if a Chairman shall have been elected) or such other person as the Board of Directors may designate for such purpose either generally or in any particular instance, shall have full power and authority, in the name and on behalf of the corporation, to attend, act and vote at any meeting of security holders of any company in which the corporation may hold any securities, or to consent as a security holder to any action proposed to be taken by such company.  At any such meeting, or in connection with any such action, the Chairman of the Board (if a Chairman shall have been elected) or such other person shall possess and may exercise any and all rights and powers incident to the ownership of such securities which, as the holder thereof, the corporation might possess and exercise, and such person may exercise such power and authority through the execution of proxies or written consents or may delegate such power and authority to any other officer, agent or employee of the corporation.

SECTION 7.3.   Amendments to By-Laws.  These by-laws may be altered or repealed by the shareholders or the Board of Directors.

ARTICLE VIII
INDEMNIFICATION AND INSURANCE

SECTION 8.1.   Right to Indemnification.  Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of

8

the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the corporation to the fullest extent authorized by the Illinois Statute, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 8.2, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the corporation.  The right to indemnification conferred in this Section 8.1 shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Illinois Statute requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under Section 8.2 or otherwise.  The corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

SECTION 8.2.   Right of Claimant to Bring Suit.  If a claim under Section 8.1 is not paid in full by the corporation within thirty days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim.  It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the Illinois Statute for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation.  Neither the failure of the corporation (including its Board of Directors, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Illinois Statute, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel, or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a

9

defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

SECTION 8.3.   Non-Exclusivity of Rights.  The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article VIII shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, by-law, agreement, vote of shareholders or disinterested directors or otherwise.

SECTION 8.4.   Insurance.  The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Illinois Statute.

10

EX-3.21

EXHIBIT 3.21

CERTIFICATE OF INCORPORATION

OF

EMPIRE STATE BEDDING CO., INC.

pursuant to Article 2 of the Stock Corporation Law.

We, the undersigned MORTON J. YULMAN, HELEN YULMAN, and IRVING J. YULMAN, for the purpose of forming a business corporation pursuant to Article 2 of the Stock Corporation Law of the State of New York, certify:

FIRST:  That the name of the corporation is Empire State Bedding Co., Inc.

SECOND:  That the purposes for which the said corporation is formed are to do any and all of the                     hereafter set forth to the same extent as a natural person could do, viz:

(a)  To manufacture, buy, sell, export, import, and distribute bed and other mattresses, bedding and sleeping products of all designs and styles and of any material.

(b)  To buy and sell, at wholesale and retail, bedding and sleeping products of every sort and kind.

(c)  To import and export, at wholesale and retail, materials of all sorts and kinds used in bedding and sleeping products.

(d)  To manufacture, buy, sell, export, import, and distribute at wholesale and retail, raw materials, parts or products going into the construction of and used for bedding and sleeping products.

(e)  To create warehouses for the storing and distribution of various products and to distribute such products from such warehouses.

(f)  To buy, sell, manufacture, import, export, distribute, and generally deal at wholesale or retail, in machinery used in the manufacture of furniture, bedding and sleeping products.

(g)  To manufacture, design, assemble, sell, import, export, distribute, and generally deal, at wholesale or retail, in furniture and furniture products of all sorts and kinds and for all purposes and to upholster, repair, and refinish furniture.

(h)  To manufacture, buy, sell, import, export, distribute, and generally deal, at wholesale or retail, in all materials of every sort and kind used in the manufacture of furniture, furniture products and furnishings either as raw material or finished products.

(i)  To acquire by purchase or lease, or otherwise, lands and interests in lands, and to own, hold, improve, develop and manage any real estate so acquired, and to erect, or cause to be erected, on any lands owned, held or occupied by the corporation buildings or other structures, with their appurtenances, and to manage, operate, lease, rebuild, enlarge, alter or improve any buildings, or other structures, now or hereafter erected on any lands so owned, held or occupied, and to mortgage, sell, lease or otherwise dispose or any lands or interests in lands, and any buildings or other structures, and any stores, shops, suites, rooms or part of any buildings or other structures, at any time owned or held by the corporation.  To acquire by purchase or lease or manufacture, or otherwise, any personal property deemed necessary or proper or useful in the equipment, furnishing, improvement, development or management of any property, real or personal, at any time owned, held or occupied by the corporation and to invest, trade and deal in any personal property deemed beneficial to the corporation, and to mortgage, pledge, sell, let or otherwise dispose of any personal property at any time owned or held by the corporation.

2

(j)  To sell, manage, improve, develop, assign, transfer, convey, lease, sublease, pledge, or otherwise alienate or dispose of and to mortgage or otherwise encumber the lands, buildings, real property, chattels, real and other property of the corporation, real and personal and wheresoever situated, and any and all legal and equitable rights therein.

(k)  To borrow money, and from time to time, to make, accept, endorse, execute and issue bonds, debentures, promissory notes, bills of exchange and other obligations of the corporation for moneys borrowed or in payment for property acquired or for any of the other objects or purposes of the corporation or its business, and to secure the payment of any such obligations by mortgage, pledge, deed, indenture, agreement or other instrument of trust, or by other lien upon, assignment of or agreement in regard to all or any part of the property, rights or privileges of the corporation wherever situated, whether now owned or hereafter to be acquired.

(1)  To purchase or otherwise acquire, undertake, carry on, improve or develop all or any of the business, good wills, rights, assets, or liabilities of any person, firm, association or corporation carrying on any kind of business the same as or of a similar nature to that which this corporation is organized to carry on, pursuant to the provisions of this certificate.

(m)  This corporation shall have the power to conduct its business in all its branches in the State of New York or any other State or States of the United States, and ultimately to hold, purchase, mortgage, lease, convey, manage, and control real and personal property therein, as above provided and generally to do all acts and things, and to exercise all the powers, now or hereafter authorized by law, necessary to carry on the business of said corporation, or to promote any of the objects for which the company is formed.  The aforesaid enumeration of specific powers shall not be held to limit or restrict in any manner, the general

3

power of the company and the enjoyment thereof as conferred by the law of the State of New York, upon a corporation organized under the provisions of the Stock Corporation Law.

THIRD:  The amount of the capital stock shall be Two Hundred Thousand Dollars, ($200,000.00) to consist of two thousand shares of common stock of the par value of One Hundred Dollars, ($100.00) each.

FOURTH:  The office of the corporation shall be located in the City of Schenectady, County of Schenectady, New York; and the address to which the Secretary of State shall mail a copy of process in any action or proceeding against the corporation, which may be served upon him is, care of Morris Marshall Cohn, Esq., 126 Wall Street, Schenectady, New York.

FIFTH:  The duration of said Corporation is to be perpetual.

SIXTH:  The number of its directors shall be not less than three nor more than five, and said directors need not be stockholders.

SEVENTH:  The names and post office addresses of the directors until the first annual meeting of the stockholders are:

NAMES	POST-OFFICE ADDRESSES
Morton H. Yulman	1859 Eastern Parkway, Sch’dy., N.Y.
Helen Yulman	1859 Eastern Parkway, Sch’dy., N.Y.
Irving J. Yulman	1705 Randolph Road, Sch’dy, N. Y.

EIGHTH:  The names and post office addresses of each subscriber of the certificate of incorporation and shares of stock which he agrees to take is:

NAMES	POST-OFFICE ADDRESSES	SHARES
Morton H. Yulman	1859 Eastern Parkway, Sch’dy., N.Y.	1
Helen Yulman	1859 Eastern Parkway, Sch’dy., N.Y.	1
Irving J. Yulman	1705 Randolph Road, Sch’dy, N. Y.	1

4

NINTH:  All of the subscribers of the certificate are of full age; at least two thirds of them are citizens of the United States; and at least one of them is a resident of the State of New York.  At least one of the persons named as a director is a citizen of the United States and a resident of New York State.

TENTH:  The meetings of the Board of Directors are to be held only within the State of New York, unless otherwise changed by the unanimous written consent of the Board of Directors.

ELEVENTH:  The directors, subject to the statutes in such cases made and provided, and subject to all by-laws of the stockholders, shall have the power to make and to alter or amend by-laws, to fix the amount to be reserved as working capital, and to authorize and cause to be executed mortgages and liens upon the real and personal property of the corporation.

TWELFTH:  The Secretary of State of the State of New York is hereby designated as the agent of the corporation upon whom process in any action or proceeding against it, may be served.

THIRTEENTH:  At all elections of directors of this corporation each stockholder shall be entitled to as many votes as shall equal the number of his shares of stock multiplied by the number of directors to be elected, and such stockholder may cast all of such votes for a single director or may distribute them among the number to be voted for, or any two or more of them as he may see fit, the purpose of this corporation is to give to the stockholders of this corporation the right of cumulative voting provided by the Stock Corporation Law of the State of New York, and except as to such elections as provided for in the General Corporation Law, Fifty (50%) per cent of the shares issued and outstanding entitled to vote for election of directors shall constitute a quorum.

5

FOURTEENTH:  No stock in this corporation shall be transferred to a person who is not already a stockholder in the corporation unless the stock shall have been first offered by a writing for sale and transfer to each of the other stockholders of this corporation at the same price for which and under the same terms concerning which it is to be transferred to a person not a stockholder, the writing to set forth such price and terms.  The right to transfer the stock to a person not a stockholder shall not exist until all existing stockholders refuse the offer to be made to them as aforesaid or until all of such stockholders shall have failed for a period of five days after receipt of the written offer to accept the same by compliance with the terms therein set forth.

IN WITNESS WHEREOF, we have made, signed and executed this certificate the 16th day of January, in the year One Thousand Nine Hundred and Forty-eight.

			/s/ Morton H. Yulman
			/s/ Helen Yulman
			/s/ Irving J. Yulman
STATE OF NEW YORK	)
COUNTY OF SCHENECTADY	)	SS:
CITY OF SCHENECTADY	)

On this 16th day of January, Nineteen Hundred and Forty-eight, before me, the subscriber, personally appeared, MORTON H. YULMAN, HELEN YULMAN, and IRVING J. YULMAN, to me personally known and known to me to be the same persons described in and who executed the within Instrument, and they duly, severally acknowledged to me that they executed the same.

Notary Public, Sch’dy., Co., #142

My Com. Expires 3/30/1949

6

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

EMPIRE STATE BEDDING CO., INC.

*  *  *  *  *

PURSUANT TO SECTION THIRTY-SIX
OF THE STOCK CORPORATION LAW

*  *  *  *  *

WE, THE UNDERSIGNED, MORTON H. YULMAN, President, and HELEN YULMAN, Secretary of EMPIRE STATE BEDDING CO. INC., Hereby Certify as follows:

FIRST:  That the name of the Corporation is EMPIRE STATE BEDDING CO., INC.

SECOND:  That the Certificate of Incorporation of the corporation was filed in the office of the Secretary of State, Albany, New York, on the 26^th day of January, 1948.

THIRD:  That the Certificate of Incorporation is hereby amended to effect the following change authorized in Subdivision 2 of Section 35 of the Stock Corporation Law:

(1)  To increase the authorized capital stock of the corporation by providing for a new class of shares, namely Preferred Stock with par value.  (2)  To insert a provision relating to rights of common stockholders.

FOURTH:  That Paragraph Third of the Certificate of Incorporation, relating to the authorized capital stock and the number of shares which the corporation is authorized to issue, is hereby amended to read as follows:

“THIRD:  The amount of the capital stock of the corporation shall be three hundred thousand dollars ($300,000.00), consisting of One Thousand (1,000)

shares of Preferred Stock of a par value of One Hundred Dollars ($100.00) per share and Two thousand (2,000) shares of common stock of a par value of One hundred dollars ($100.00) per share.

The designations and the powers, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, of the various classes of stock of the corporation are as follows:

The holders of Preferred stock shall be entitled to receive, when and as declared by the Board of Directors, out of the net profits and earnings of the corporation applicable to dividends, a non-cumulative dividend at the rate of five percent (5%) per share per annum, payable annually, semi-annually, quarterly or on such date or dates as the directors may determine before any dividend shall be set apart or paid on the Common stock, provided however, that whenever a dividend is paid on the Preferred stock the directors shall have the power in their discretion to declare and pay a dividend for a like period on the Common stock.

The holders of the Preferred stock shall be entitled, in case of liquidation, dissolution or winding up of the corporation, whether voluntary or involuntary, before any amount shall be paid to the holders of the Common stock, to be paid one hundred dollars ($100.00) per share and the dividends declared and unpaid thereon, but shall not participate in any further distribution of the assets of the corporation.

At the discretion of the corporation, the Preferred stock shall be subject to redemption in whole or in part, by lot or pro-rata, at one hundred dollars ($100.00) per share, plus any dividends declared and unpaid thereon upon thirty (30) days’ written notice to the holders thereof.

Sole voting power in the corporation shall be vested in the holders of the Common stock and Preferred stockholders shall not have any voting rights.

The holders of the preferred stock are also, without limitation, specifically deprived of the right to vote in a proceeding for the mortgaging of the property and franchise of the corporation pursuant to Section 16 of the Stock Corporation Law, for guaranteeing the Bonds of another corporation pursuant to Section 19 of the Stock Corporation Law for the sale of the franchise and property of the corporation pursuant to Section 20 of the Stock Corporation Law for consolidation, pursuant to Section 86 of the Stock Corporation Law, for voluntary dissolution pursuant to Section 105 of the

2

Stock Corporation Law, or for change of name pursuant to the General Corporation Law.”

FIFTH:  Paragraph Fourteenth of the Certificate of Incorporation is hereby amended to read as follows:

“FOURTEENTH:  No common stock in this corporation shall be transferred to a person who is not already a stockholder in the corporation unless the same shall have been first offered by a writing for sale and transfer to each of the other stockholders of this corporation at the same price for which and under the same terms concerning which it is to be transferred to a person not a stockholder, the writing to set forth such price and terms.  The right to transfer the common stock to a person not a stockholder shall not exist until all existing common stockholders refuse the offer to be made to them as aforesaid or until all of such stockholders shall have failed for a period of five days after receipt of the written offer to accept the same by compliance with the terms therein set forth.”

IN WITNESS WHEREOF, we have signed this certificate this 13^th day of December, 1957.

/s/  Morton H. Yulman

Morton H. Yulman

/s/  Helen Yulman

Helen Yulman

3

STATE OF NEW YORK	)
	)	SS.:
COUNTY OF SCHENECTADY	)

On this 13^th day of December, 1957, before me personally came MORTON H. YULMAN and HELEN YULMAN, to me known and known to me to be the individuals described in and who executed the foregoing certificate, and they severally duly acknowledged to me that they executed the same.

/s/  Joseph Strum

JOSEPH STRUM

Notary Public, State of New York

No. 60-3883255 Qual. in West. Co.

Term Expires March 30, 1959

STATE OF NEW YORK	)
	)	SS.:
COUNTY OF SCHENECTADY	)

MORTON H. YULMAN and HELEN YULMAN, being severally duly sworn on oath, depose and say, each for himself, that he, the said MORTON H. YULMAN, is the President, and that she, the said HELEN YULMAN, is the Secretary of EMPIRE STATE BEDDING CO., INC., and that they have been authorized to execute and file the foregoing certificate by the votes, cast in person or by proxy, of the holders of record of all of the outstanding shares entitled to vote at the stockholders’ meeting at which such votes were cast, with relation to the proceedings provided for in the certificate and that such votes were cast at a stockholders’ meeting held upon notice pursuant to Section 45 of the Stock Corporation Law; and that such meeting was held on the 13^th day of November, 1957.

/s/  Morton H. Yulman

Morton H. Yulman

/s/  Helen Yulman

Helen Yulman

Subscribed and sworn to before me

this 13^th day of December, 1957.

/s/ Grace D. Dickinson

GRACE D. DICKINSON

Notary Public in the State of New York
Residing in Schenectady County
Commission Expires March 30, 1958

STATE OF NEW YORK	)
	)	SS.:
COUNTY OF SCHENECTADY	)

MORTON H. YULMAN being duly sworn, deposes and says that he is the President of EMPIRE STATE BEDDING COMPANY, and that:

a)         the number of additional shares not resulting from a change of shares which the Corporation is hereby authorized to issue by the foregoing certificate is 1,000 shares, and the number of such additional shares with par value is 1,000 shares, and the par value thereof is $100.00 per share.

/s/  Morton H. Yulman

Morton H. Yulman

Subscribed and sworn to before me

this 13^th day of December, 1957.

/s/  Grace D. Dickinson

GRACE D. DICKINSON

Notary Public in the State of New York
Residing in Schenectady County
Commission Expires March 30, 1958

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

EMPIRE STATE BEDDING CO., INC.

*  *  *  *  *

PURSUANT TO SECTION THIRTY-SIX
OF THE STOCK CORPORATION LAW

*  *  *  *  *

WE, THE UNDERSIGNED, MORTON H. YULMAN, President, and HELEN YULMAN, Secretary of EMPIRE STATE BEDDING CO. INC., hereby certify as follows:

FIRST:  That the name of the Corporation is EMPIRE STATE BEDDING CO., INC.

SECOND:  That the Certificate of Incorporation of the corporation was filed in the office of the Secretary of State, Albany, New York, on the 26^th day of January, 1948, and was amended by Certificate of Amendment dated December 23, 1957.

THIRD:  That the Certificate of Incorporation is hereby amended to effect the following change authorized in Subdivision 2 of Section 35 of the Stock Corporation Law:

To increase the authorized capital stock of the Corporation by increasing the authorized common stock from two thousand (2,000) shares of the par value of $100.00 per share to Seventy-Five Hundred (7,500) shares of the par value of $100.00 a share, thereby increasing the total authorized capital stock from three thousand (3,000) shares to Eighty-Five Hundred (8,500) shares.

FOURTH:  That Article Number Third of the Certificate of Incorporation, relating to the authorized capital stock of the corporation and the designation and the powers, preferences

and relative participating, optional or other special rights and qualifications or restrictions of the various classes of stock of the corporation, is hereby amended to read as follows:

“THIRD:  The amount of the capital stock of the corporation shall be Eight Hundred and Fifty Thousand Dollars ($850,000.00), consisting of one thousand (1,000) shares of preferred stock of a par value of One Hundred ($100.00) Dollars per share and seventy-five hundred (7,500) shares of Common stock of a par value of One Hundred ($100.00) Dollars, per share.

The designations and the powers, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, of the various classes of stock of the corporation are as follows:

The holders of Preferred stock shall be entitled to receive, when and as declared by the Board of Directors, out of the net profits and earnings of the corporation applicable to dividends, a non-cumulative dividend at the rate of five percent (5%) per share per annum, payable annually, semi-annually, quarterly or on such date or dates as the directors may determine before any dividend shall be set apart or paid on the Common stock, provided however, that whenever a dividend is paid on the Preferred stock the directors shall have the power in their discretion to declare and pay a dividend for a like period on the Common stock.

The holders of the Preferred stock shall be entitled, in case of liquidation, dissolution or winding up of the corporation, whether voluntary or involuntary, before any amount shall be paid to the holders of the Common stock, to be paid one hundred dollars ($100.00) per share and the dividends declared and unpaid thereon, but shall not participate in any further distribution of the assets of the corporation.

At the discretion of the corporation, the Preferred stock shall be subject to redemption in whole or in part, by lot or pro-rata, at one hundred dollars ($100.00) per share, plus any dividends declared and unpaid thereon upon thirty (30) days’ written notice to the holders thereof.

Sole voting power in the corporation shall be vested in the holders of the Common stock and Preferred stockholders shall not have any voting rights.

2

The holders of the preferred stock are also, without limitation, specifically deprived of the right to vote in a proceeding for the mortgaging of the property and franchise of the corporation pursuant to Section 16 of the Stock Corporation Law, for guaranteeing the Bonds of another corporation pursuant to Section 19 of the Stock Corporation Law for the sale of the franchise and property of the corporation pursuant to Section 20 of the Stock Corporation Law for consolidation, pursuant to Section 86 of the Stock Corporation Law, for voluntary dissolution pursuant to Section 105 of the Stock Corporation Law, or for change of name pursuant to the General Corporation Law.”

IN WITNESS WHEREOF, we have signed this certificate this 22^nd day of April, 1960.

/s/  Morton H. Yulman

Morton H. Yulman

/s/  Helen Yulman

Helen Yulman

3

STATE OF NEW YORK	)
	)	SS.:
COUNTY OF SCHENECTADY	)

On this 22^nd day of April, 1960, before me personally came MORTON H. YULMAN and HELEN YULMAN, to me known and known to me to be the individuals described in and who executed the foregoing certificate, and they severally duly acknowledged to me that they executed the same.

/s/  Joseph Strum

Notary Public

JOSEPH STRUM

Notary Public, State of New York
No. 60-3883255 Qual. in West. Co.
Term Expires March 30, 1961

STATE OF NEW YORK)
	)	SS.:
COUNTY OF SCHENECTADY)

MORTON H. YULMAN and HELEN YULMAN, being severally duly sworn on oath, depose and say, each for himself, that he, the said MORTON H. YULMAN, is the President, and that she, the said HELEN YULMAN, is the Secretary of EMPIRE STATE BEDDING CO., INC., and that they have been authorized to execute and file the foregoing certificate by the votes, cast in person or by proxy, of the holders of record of all of the outstanding shares entitled to vote at the stockholders’ meeting at which such votes were cast, with relation to the proceedings provided for in the certificate and that such votes were cast at a stockholders’ meeting held upon notice pursuant to Section 45 of the Stock Corporation Law; and that such meeting was held on the 7^th day of April, 1960.

/s/  Morton H. Yulman

Morton H. Yulman

/s/  Helen Yulman

Helen Yulman

Subscribed and sworn to before me

this 22^nd day of April, 1960.

/s/  Joseph Strum

JOSEPH STRUM

Notary Public, State of New York
No. 60-3883255 Qual. in West. Co.
Term Expires March 30, 1961

STATE OF NEW YORK	)
	)	SS.:
COUNTY OF SCHENECTADY	)

MORTON H. YULMAN being duly sworn, deposes and says that he is the President of EMPIRE STATE BEDDING CO., INC., and that the number of additional shares not resulting from a change of shares which the Corporation is hereby authorized to issue by the foregoing certificate is 5,500 shares, and the number of such additional shares with par value is 5,500 shares, and the par value thereof is $100.00 per share.

/s/  Morton H. Yulman

Morton H. Yulman

Subscribed and sworn to before me

this 22nd day of April, 1960.

/s/  Joseph Strum

Notary Public

JOSEPH STRUM

Notary Public, State of New York
No. 60-3883255 Qual. in West. Co.
Term Expires March 30, 1961

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

EMPIRE STATE BEDDING CO., INC.

*  *  *  *  *

PURSUANT TO SECTION THIRTY-SIX
OF THE STOCK CORPORATION LAW

*  *  *  *  *

We, the undersigned, MORTON H. YULMAN, President, and HELEN YULMAN, Secretary of EMPIRE STATE BEDDING CO. INC., hereby certify as follows:

FIRST:  That the name of the Corporation is EMPIRE STATE BEDDING CO., INC.

SECOND:  That the Certificate of Incorporation of the corporation was filed in the office of the Secretary of State, Albany, New York, on the 26^th day of January, 1948, and was amended by Certificate of Amendment dated December 23, 1957 and by Certificate of Amendment dated April 22, 1960.

THIRD:  That the Certificate of Incorporation is hereby amended to effect the following change authorized in Subdivision 2 of Section 35 of the Stock Corporation Law:

To change the authorized common stock into two classes of common stock, to wit:  1,000 shares of Class A Common Stock having voting rights, and 6,500 shares of Class B Common Stock without voting rights, both classes of common stock having a par value of One Hundred ($100.00) Dollars each.

FOURTH:  That Paragraph Number Third of the Certificate of Incorporation, relating to the authorized capital stock and the designation and the powers, preferences and

relative participation optional or other special rights and qualifications or restrictions of the various classes of stock of the corporation, is hereby amended to read as follows:

“THIRD:  The amount of the capital stock of the corporation shall be Eight Hundred and Fifty Thousand Dollars ($850,000.00), consisting of One Thousand (1,000) shares of Preferred Stock of a par value of One Hundred ($100.00) Dollars per share, one thousand (1,000) shares of Class A Common Stock of the par value of One Hundred ($100.00) Dollars per share, having voting rights, and sixty-five hundred (6,500) shares of Class B Common Stock of a par value of One Hundred ($100.00) Dollars, per share, without voting rights.

The designations and the powers, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof, of the various classes of stock of the corporation are as follows:

The holders of Preferred stock shall be entitled to receive, when and as declared by the Board of Directors, out of the net profits and earnings of the corporation applicable to dividends, a non-cumulative dividend at the rate of five percent (5%) per share per annum, payable annually, semi-annually, quarterly or on such date or dates as the directors may determine before any dividend shall be set apart or paid on the Class and Class B Common stock, provided however, that when a dividend is paid on the Preferred stock the directors shall have the power in their discretion to declare and pay a dividend for a like period on the Common stock on an equal basis.

The holders of the Preferred stock shall be entitled, in case of liquidation, dissolution or winding up of the corporation, whether voluntary or involuntary, before any amount shall be paid to the holders of the Class A and Class B Common stock, to be paid one hundred dollars ($100.00) per share and the dividends declared and unpaid thereon, but shall not participate in any further distribution of the assets of the corporation.

At the discretion of the corporation, the preferred stock shall be subject to redemption in whole or in part, by lot or pro-rata, at one hundred dollars ($100.00) per share, plus any dividends declared and unpaid thereon upon thirty (30) days’ written notice to the holders thereof.

2

Sole voting power in the corporation shall be vested in the holders of the Class A Common stock and preferred stockholders shall not have any voting rights.

The holders of the Preferred stock and Class B Common stock are also, without limitation, specifically deprived of the right to vote in a proceeding for the mortgaging of the property and franchise of the corporation pursuant to Section 16 of the Stock Corporation Law, for guaranteeing the Bonds of another corporation pursuant to Section 19 of the Stock Corporation Law, for the sale of the franchise and property of the corporation pursuant to Section 20 of the Stock Corporation Law, for consolidation, pursuant to Section 86 of the Stock Corporation Law, for voluntary dissolution pursuant to Section 105 of the Stock Corporation Law, or for change of name pursuant to the General Corporation Law.”

FIFTH:  The presently authorized common stock consisting of seventy-five hundred (7,500) shares of common stock of the par value of One Hundred ($100.00) Dollars per share, of which five thousand (5,000) shares are presently outstanding, are hereby changed into one thousand (1,000) shares of Class A Common stock of the par value of One Hundred ($100.00) Dollars per share having voting rights, and Sixty-Five Hundred (6,500) shares of Class B common stock of the par value of One Hundred ($100.00) Dollars per share, without voting rights.

The Five thousand (5,000) shares of issued and outstanding common stock of the par value of One Hundred ($100.00) Dollars per share are hereby changed into One thousand (1,000) shares of Class A Common stock having voting rights, and Four thousand (4,000) shares of Class B Common Stock without voting rights, both classes having par value of One Hundred ($100.00) Dollars per share, and the remaining authorized Twenty-Five Hundred (2,500) shares of common stock of the par value of One Hundred ($100.00) Dollars per share are hereby changed into Twenty-Five Hundred (2,500) shares of Class B Common stock of the par value of One Hundred ($100.00) Dollars per share, without voting rights.

3

IN WITNESS WHEREOF, we have signed this certificate this 13^th day of December, 1960.

/s/  Morton H. Yulman

Morton H. Yulman

/s/  Helen Yulman

Helen Yulman

4

STATE OF NEW YORK	)
	)	SS.:
COUNTY OF SCHENECTADY	)

On this 13^th day of December, 1960, before me personally came MORTON H. YULMAN and HELEN YULMAN, to me known and known to me to be the individuals described in and who executed the foregoing certificate, and they severally duly acknowledged to me that they executed the same.

/s/  Arnold I. Laven

Notary Public

ARNOLD I. LAVEN

Notary Public, State of New York
Residing in Albany County
Commission Expires March 30, 1961

STATE OF NEW YORK	)
	)	SS.:
COUNTY OF SCHENECTADY	)

MORTON H. YULMAN and HELEN YULMAN, being severally duly sworn on oath, depose and say, each for himself, that he, the said MORTON H. YULMAN, is the President, and that she, the said HELEN YULMAN, is the Secretary of EMPIRE STATE BEDDING CO., INC., and that they have been authorized to execute and file the foregoing certificate by the votes, cast in person or by proxy, of the holders of record of all of the outstanding shares entitled to vote at the stockholders’ meeting at which such votes were cast, with relation to the proceedings provided for in the certificate and that such votes were cast at a stockholders’ meeting held upon notice pursuant to Section 45 of the Stock Corporation Law; and that such meeting was held on the 22^nd day of November, 1960.

/s/  Morton H. Yulman

Morton H. Yulman

/s/  Helen Yulman

Helen Yulman

Subscribed and sworn to before me

this 13^th day of December, 1960.

/s/  Arnold I. Laven

ARNOLD I. LAVEN

Notary Public, State of New York
Residing in Albany County
Commission Expires March 30, 1961

STATE OF NEW YORK	)
	)	SS.:
COUNTY OF SCHENECTADY	)

MORTON H. YULMAN, being duly sworn, deposes and says that he is the President of EMPIRE STATE BEDDING CO., INC., and that the number of shares changed is Seventy-Five Hundred (7,500) shares of the Common stock of the par value of One Hundred ($100.00) Dollars per share, and the number of shares resulting from such change is seventy-Five Hundred (7,500) shares of Common stock of the par value of One Hundred ($100.00) Dollars per share, of which one thousand (1,000) shares are to be designated Class A Common Stock of the par value of One Hundred ($100.00) Dollars per share, having voting rights, and Sixty-Five Hundred (6,500) shares to be designated Class B Common stock of the par value of One Hundred ($100.00) Dollars per share, without voting rights.

/s/  Morton H. Yulman

Morton H. Yulman

Subscribed and sworn to before me

this 13^th day of December, 1960.

/s/  Arnold I. Laven

ARNOLD I. LAVEN

Notary Public, State of New York
Residing in Albany County
Commission Expires March 30, 1961

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

EMPIRE STATE BEDDING CO., INC.

*  *  *  *  *

Under Section 805 of the
Business Corporation Law

*  *  *  *  *

Pursuant to the provisions of Section 805 of the Business Corporation Law, the undersigned, MORTON H. YULMAN, President, and HELEN YULMAN, Secretary of EMPIRE STATE BEDDING CO., INC., hereby certify:

FIRST:  That the name of the Corporation is EMPIRE STATE BEDDING CO., INC.

SECOND:  That the Certificate of Incorporation of the corporation was filed by the Department of State, Albany, New York, on the 26^th day of January, 1948.

THIRD:  That the amendment to the Certificate of Incorporation effected by this Certificate is as follows:

Article THIRD of the Certificate of Incorporation of the corporation, dealing with authorized shares, is hereby amended to increase the aggregate number of shares which the Corporation shall have the authority to issue from 8,500 shares, having a par value of $100 per share, to 15,000 shares having a par value of $100 per share, in the following manner:

(a)           1,000 presently authorized Preferred shares having a par value of $100 per share, none of which is outstanding, shall be changed into 1,000 Class B Common Shares having a par value of $100 per share;

(b)           An additional 4,500 Class B Common Shares having a par value of $100 per share shall be authorized;

(c)           An additional 2,000 Class A Common Shares having a par value of $100 pr share shall be authorized.

To effect such amendment, said Article THIRD is hereby amended to read as follows:

“THIRD:  The aggregate number of shares which the Corporation shall have authority to issue is fifteen thousand (15,000), of which three thousand (3,000) shares of a par value of $100 each shall be designated ‘Class A Common Shares’, and twelve thousand (12,000) shares of a par value of $100 each shall be designated ‘Class B Common Shares.”

The relative rights, privileges and limitations of the shares of each class shall be in all respects identical, share for share, except that the voting power for the election of directors and for all other purposes shall be vested exclusively in the holder of Class A Common shares, and except as otherwise required by law, the Class B Common Shares shall not have any voting power or be entitled to receive any notice of meetings of shareholders.

FOURTH:  That the amendment of the Certificate of Incorporation was authorized by a vote of the holders of all outstanding shares entitled to vote on an amendment to the Certificate of Incorporation at a meeting of shareholders.

2

IN WITNESS WHEREOF, we hereunto sign our names and affirm that the statements made herein are true under the penalties of perjury, this 25^th day of April, 1968.

/s/  Morton H. Yulman

Morton H. Yulman, President

/s/  Helen Yulman

Helen Yulman, Secretary

3

STATE OF NEW YORK	)
	)	SS.:
COUNTY OF SCHENECTADY	)

MORTON H. YULMAN, being duly sworn, deposes and says that he is the President of EMPIRE STATE BEDDING CO., INC., and that the number of shares changed is Seventy-Five Hundred (7,500) shares of the Common stock of the par value of One Hundred ($100.00) Dollars per share, and the number of shares resulting from such change is Seventy-Five Hundred (7,500) shares of Common stock of the par value of One Hundred ($100.00) Dollars per share, of which One thousand (1,000) shares are to be designated Class A Common Stock of the par value of One Hundred ($100.00) Dollars per share, having voting rights, and Sixty-Five Hundred (6,500) shares to be designated Class B Common stock of the par value of One Hundred ($100.00) Dollars per share, without voting rights.

/s/  Morton H. Yulman

Morton H. Yulman

Subscribed and sworn to before me

this 13^th day of December, 1960.

/s/  Arnold I. Laven

ARNOLD I. LAVEN

Notary Public, State of New York
Residing in Albany County
Commission Expires March 30, 1961

CERTIFICATE OF MERGER

OF

EMPIRE STATE BEDDING CO., INC.

AND

SEALY OF WESTERN NEW YORK, INC.

INTO

EMPIRE STATE BEDDING CO., INC.

*  *  *  *  *

Under Section 904 of the
Business Corporation Law

*  *  *  *  *

Pursuant to the provisions of Section 904 of the Business Corporation Law, the undersigned hereby certify:

FIRST:  That the following Plan of Merger has been duly approved by the Board of Directors of each of the constituent corporations:

(a)           The name of each of the constituent corporations is EMPIRE STATE BEDDING CO., INC. (“Empire”) and SEALY OF WESTERN NEW YORK, INC. (“Western”), and the name of the surviving corporation is EMPIRE STATE BEDDING CO., INC.

(b)           The designation and number of shares outstanding, whether entitled to vote or not, and the designation and number of outstanding shares of each class entitled to vote as a class, if any, on such Plan, are as follows:

Name of Corporation	Number of Shares Outstanding	Designation of Class or Series	Entitled to Vote	Entitled to Vote as a Class
Empire	2,000	Class “A”	yes	yes
Empire	8,000	Class “B”	no	no
Western	250	Class “A”	yes	yes
Western	250	Class “B”	yes	yes

(c)           The terms and conditions of the proposed merger are as follows:

1)     Western shall be merged into Empire, which shall be the surviving corporation, such merger to be effective upon the filing of a Certificate of Merger by the Department of State of the State of New York.

SECOND:  That the date when the Certificate of Incorporation of Empire State Bedding Co., Inc. was filed in the Office of the Department of State of New York was on the 26^th day of January, 1948;

That the date when the Certificate of Incorporation of Sealy of Western New York, Inc. was filed in the Office of the Department of State of New York, was the 15^th day of August, 1968.

THIRD:  That the merger was authorized by the shareholders of Empire State Bedding Co., Inc. by vote of the holders of all outstanding shares entitled to vote at a meeting thereof;

That the merger was authorized by the shareholders of Sealy of Western New York, Inc. by unanimous consent of the holders of all outstanding shares entitled to vote.

2

IN WITNESS WHEREOF,  this Certificate has been signed this 1^st day of October, 1973.

/s/  Morton H. Yulman

Morton H. Yulman, President

EMPIRE STATE BEDDING CO., INC.

/s/  Helen Yulman

Helen Yulman, Secretary

EMPIRE STATE BEDDING CO., INC.

/s/  Morton H. Yulman

Morton H. Yulman, President

SEALY OF WESTERN NEW YORK, INC.

/s/  Helen Yulman

Helen Yulman, Secretary

SEALY OF WESTERN NEW YORK, INC.

3

STATE OF NEW YORK	)
	)	SS.:
COUNTY OF ALBANY	)

MORTON H. YULMAN, being duly sworn, deposes and says that he is the President of EMPIRE STATE BEDDING CO., INC., one of the corporations mentioned and described in the foregoing instrument; that he has read and signed the same and that the statements contained therein are true.

/s/  Morton H. Yulman

Morton H. Yulman

Sworn to before me this 1^st day of

October, 1973.

STATE OF NEW YORK	)
	)	SS.:
COUNTY OF ALBANY	)

MORTON H. YULMAN, being duly sworn, deposes and says that he is the President of SEALY OF WESTERN NEW YORK, INC., one of the corporations mentioned and described in the foregoing instrument; that he has read and signed the same and that the statements contained therein are true.

/s/  Morton H. Yulman

Morton H. Yulman

Sworn to before me this 1^st day of

October, 1973.

/s/  Joseph Strum

Joseph Strum

CERTIFICATE OF MERGER

OF

EMPIRE STATE BEDDING CO., INC.

AND

SEALY OF EASTERN NEW YORK, INC.

INTO

EMPIRE STATE BEDDING CO., INC.

*  *  *  *  *

Under Section 904 of the
Business Corporation Law

*  *  *  *  *

Pursuant to the provisions of Section 904 of the Business Corporation Law, the undersigned, respectively the President and Assistant Secretary of each of the constituent corporations hereby certify:

FIRST:  That the name of each of the constituent corporations is EMPIRE STATE BEDDING CO., INC. (“EMPIRE”) and SEALY OF EASTERN NEW YORK, INC. (“EASTERN”), which was originally formed under the name “SEALY MATTRESS COMPANY OF SCHENECTADY, INC.”, and the name of the surviving corporation is EMPIRE STATE BEDDING CO., INC.

SECOND:  That the designation and number of shares outstanding, whether entitled to vote or not, and the designation and number of outstanding shares of each class and series entitled to vote as a class, if any, are as follows:

Name of Corporation	Number of Shares Outstanding	Designation of Class or Series	Entitled to Vote	Entitled to Vote as a Class
Empire	2,000	Class “A”	Yes	Yes
Empire	8,000	Class “B”	No	No
Eastern	1,500	Common	Yes	Yes

THIRD:  Effective upon the merger, Article First of the Certificate of Incorporation of the surviving corporation, relating to the name of the corporation, shall be revised to read as follows:

“FIRST:  The name of the corporation shall be SEALY OF EASTERN NEW YORK, INC.”

FOURTH:  The effective date of this merger shall be January 2, 1975.

FIFTH:  That the date when the Certificate of Incorporation of EMPIRE STATE BEDDING CO., INC. was filed in the Office of the Department of State of New York was the 26^th day of January, 1948.

That the date when the Certificate of Incorporation of SEALY OF EASTERN NEW YORK, INC. was filed in the office of the Department of State of New York was the 3^rd day of January, 1950.

SIXTH:  That the merger was authorized by the shareholders of EMPIRE STATE BEDDING CO., INC. by unanimous written consent of all outstanding shares entitled to vote;

That the merger was authorized by the shareholders of SEALY OF EASTERN NEW YORK, INC. by unanimous written consent of the holders of all outstanding shares entitled to vote.

2

IN WITNESS WHEREOF, we hereunto sign our names and affirm that the statements made herein are true under the penalties of perjury, this 11^th day of December, 1974.

EMPIRE STATE BEDDING CO., INC.
	/s/  Morton H. Yulman
	Morton H. Yulman, President
	/s/  Arnold Laven
	Arnold Laven, Assistant Secretary
SEALY OF EASTERN NEW YORK, INC.
	/s/  Morton H. Yulman
	Morton H. Yulman, President
	/s/  Arnold Laven
	Arnold Laven, Assistant Secretary

3

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

OF

SEALY OF EASTERN NEW YORK, INC.

*  *  *  *  *

Under Section 805 of the
Business Corporation Law

*  *  *  *  *

Pursuant to the provisions of Section 805 of the Business Corporation Law, the undersigned, MORTON H. YULMAN, Chairman of the Board and HELEN YULMAN, Secretary of SEALY OF EASTERN NEW YORK, INC., hereby certify as follows:

FIRST:  That the name of the Corporation is SEALY OF EASTERN NEW YORK, INC., which was originally incorporated under the name, EMPIRE STATE BEDDING CO., INC.

SECOND:  That the Certificate of Incorporation of the Corporation was filed in the office of the Secretary of State, Albany, New York, on the 26^th day of January, 1948.

THIRD:  That the Certificate of Incorporation is hereby amended to change the authorized common shares as follows:

3,000 Class A common shares presently authorized having a par value of $100 each shall be changed to 30,000 Class A common shares having a par value of $10 each; 12,000 Class B common shares presently authorized having a par value of $100 each shall be changed to 120,000 Class B common shares having a par value of $10 each.

FOURTH:  That the first paragraph of Article Number Third of the Certificate of Incorporation, relating to the authorized capital is hereby amended to read as follows:

“THIRD:  The number of shares which the Corporation shall have authority to issue is 150,000 shares; 30,000 Class A Common Shares of the par value of Ten ($10.00) Dollars per share, having voting rights; and 120,000 Class B common shares of a par value of Ten ($10,000) Dollars per share, without voting rights.”

FIFTH:  The 2,000 Class A common shares of the par value of One Hundred ($100.00) Dollars per share, which are presently issued and outstanding, are hereby changed into 2,000 Class A common shares of the par value of Ten ($10.00) Dollars per share.  The remaining 1,000 Class A common shares presently authorized of the par value of One Hundred ($100.00) Dollars per share are hereby changed into 28,000 Class A common shares with a par value of Ten ($10.00) Dollars each.

The 8,387 Class B common shares of the par value of One Hundred ($100.00) Dollars per share which are presently issued and outstanding, are hereby changed into 8387 Class B common shares having a par value of Ten ($10.00) Dollars per share, and the remaining presently authorized 3,613 Class B common shares of the par value of One Hundred ($100.00) Dollars per share are hereby changed into 111,613 Class B Common Shares of the par value of Ten ($10.00) Dollars per share.

SIXTH:  That the stated capital of the Corporation is hereby reduced from $1,038,700 to $103,870 by the reduction in the par value of issued shares as described in Paragraph “FIFTH”, above.  Such reduction shall be effected by the transfer of $934,830 from stated capital to capital surplus.

2

SEVENTH:  That the amendment of the Certificate of Incorporation was authorized by a vote of the holders of a majority of all outstanding shares entitled to vote on an amendment to the Certificate of Incorporation at a meeting of shareholders.

IN WITNESS WHEREOF, we hereunto sign our names and affirm that the statements made herein are true under the penalty of perjury, this 19^th day of December, 1977.

SEALY OF EASTERN NEW YORK, INC.
BY:	/s/  Morton H. Yulman
	MORTON H. YULMAN, Chairman of the
	Board
	/s/  Helen Yulman
	HELEN YULMAN, Secretary

3

CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPORATION

OF

SEALY OF EASTERN NEW YORK, INC.

Under Section 805 of the Business Corporation Law.

The undersigned, being the President and Secretary of Sealy of Eastern New York, Inc., hereby certify:

FIRST:  The name of the corporation is Sealy of Eastern New York, Inc., which was originally incorporated under the name, Empire State Bedding Co., Inc.

SECOND:  Its Certificate of Incorporation was filed by the Department of State, Albany, New York, on the 26^th day of January, 1948.

THIRD:  The Certificate of Incorporation is hereby amended to change shares, classify shares and to authorize a new class of cumulative Class A Non-Voting Preferred Stock, a new class of cumulative Class B Voting Preferred Stock, a new class of non-cumulative Class C Voting Preferred Stock, a new class of Non-Voting Common Stock, and to change the statement respecting capital.

FOURTH:  Article Third of the Certificate of Incorporation, which refers to the amount of capital stock, is amended to read as follows:

(a)  The amount of the total authorized capital stock is $3,495,000.00 to consist of 11,000 shares of Class A Non-Voting Preferred Stock of the par value of $100.00 per share, 1,250 shares of Class B Voting Preferred Stock of the Preferred Stock of the par value of $100.00 per share, 2,400 shares of Class C Voting Preferred Stock of the par value of $300.00 per share, and 155,000 shares of Non-Voting Common Stock of the par value of $10.00 per share.

(b)  The designations, preferences, rights and privileges of the stock in this corporation are as follows:

(i)  Dividend Rights of Preferred Stock.

The holders of the Class A Non-Voting Preferred Stock shall be entitled to receive, when, as, and if declared by the Board of Directors, out of the earned surplus of the corporation, dividends at the rate of 14% of par value per share per annum.  Dividends on the Class A Non-Voting Preferred Stock shall be cumulative and are entitled to first preference.  The Class A Non-Voting Preferred Stock shall be callable solely at the option of the corporation at a price equal to par value.  In the year of issuance or call, the dividend rights of holders of the Class A Non-Voting Preferred Stock shall be pro-rated on the basis of the number of days the Class A Non-Voting Preferred Stock was issued and outstanding in that year.

The holders of the Class B Voting Preferred Stock shall be entitled to receive, when, as, and if declared by the Board of Directors, out of the earned surplus of the corporation, dividends at the rate of 14% of par value per share per annum.  Dividends on the Class B Voting Preferred Stock shall be cumulative and are entitled to second preference.  In the year of issuance, the dividend rights of holders of Class B Voting Preferred Stock shall be pro-rated on the basis of the number of days the Class B Voting Preferred Stock was issued and outstanding in that year.

The holders of the Class C Voting Preferred Stock shall be entitled to receive, when, as, and if declared by the Board of Directors, out of earned surplus of the corporation, dividends at the rate of 12 ½% of par value per share per annum.  Dividends on the Class C Voting Preferred Stock shall be non-cumulative and are entitled to third preference.  In the year of issuance, the dividend rights of holders of Class C Voting Preferred Stock shall be pro-rated on the basis of the number of days the Class C Voting Preferred Stock was issued and outstanding in that year.

(ii)  Dividend Rights of Common Stock.

Subject to the foregoing, the holders of the Non-Voting Common Stock shall be entitled to receive dividends, when, as, and if declared by the Board of Directors out of the remaining earned surplus of the corporation.  All dividends declared, in respect of the Non-Voting Common Stock, shall be distributed among the holders of the Non-Voting Common Stock pro rata to their ownership of Non-Voting Common Stock.

(c)  Voting Rights.  The entire voting power for the election of directors and for all other purposes shall vest jointly in the holders of the Class B Voting Preferred Stock who shall be entitled to one vote for each share of Class B Voting Preferred Stock held by them of record and the holders of the Class C Voting Preferred Stock who shall

2

be entitled to one vote for each share of Class C Voting Preferred Stock held by them of record.  The holders of the Class A Non-Voting Preferred Stock and the Non-Voting Common Stock are excluded from the right to vote on action taken by the shareholders of the corporation, except as to such voting powers as are specifically provided by the Business Corporation Law as exercisable in all events.

(d)  Dissolution of Liquidation.

(i)  In the event of any voluntary or involuntary dissolution, liquidation, or winding up of the corporation, after due payment or provision for payment of the debts and other liabilities of the corporation, any accrued by unpaid cumulative dividends with respect to the Class A Non-Voting Preferred Stock of Class B Voting Preferred Stock shall be paid, in order of their respective preference.  Thereafter, the holders of the Class A Non-Voting Preferred Stock shall be entitled to receive out of the net assets of the corporation $100.00 for each share before any distribution shall be made to the holders of the Class B Voting Preferred Stock or Class C Voting Preferred Stock and Non-Voting Common Stock; holders of the Class B Voting Preferred Stock shall be entitled to receive out of the net assets of the corporation $100.00 for each share before any distribution shall be made to the holders of the Class C Voting Preferred Stock or Non-Voting Common Stock; holders of Class C Voting Preferred Stock shall be entitled to receive out of the net assets of the corporation $300.00 for each share before any distribution shall be made to the holders of the Non-Voting Common Stock.

(ii)  In the event of any purchase of Preferred Stock by the corporation, other than pursuant to a dissolution, liquidation or winding up of the corporation, the holders of such Preferred Stock shall not receive more than the issue price per share plus unpaid cumulative dividends.

(iii)  If upon any dissolution, liquidation or winding up, the net assets, or the proceeds thereof, of the corporation distributable among the holders of the Preferred Stock shall be insufficient to pay in full the preferential amounts to which the holders of all three classes are entitled, the net assets shall be used to meet the cumulative dividend obligations owed to each class in full, first to Class A Non-Voting Preferred Stock then to Class B Voting Preferred Stock; if the net assets are insufficient to pay in full the amount due each class in order, then the net assets, or the proceeds thereof, shall be distributed among the holders of that class pro rata in accordance with the sums which would be payable upon such distribution if all sums were discharged in full, and no payments shall be made to the next lower class.  Any remaining sums shall be used to meet the remaining obligations owed to each class in full, first to Class A Non-Voting Preferred Stock, then to Class B Voting Preferred Stock, then to Class C Voting Preferred Stock if the sums available are insufficient to pay in full the amount due any class in order, then such sum shall be distributed among the holders of that class pro rata in accordance with the sums which would be payable upon such distribution if all sums payable

3

were discharged in full, and no payments shall be made to the next lower class.

(iv)  In the event of any dissolution, liquidation, or winding up of the corporation, the holders of the Non-Voting Common Stock shall be entitled, after due payment or provision for payment of the debts and other liabilities of the corporation and the amounts to which the holders of its Preferred Stock shall be entitled, to share in the remaining net assets of the corporation in proportion to their ownership of Non-Voting Common Stock.

(e)  Preemptive Rights.  The holders of the Class B Voting Preferred Stock and Class C Voting Preferred Stock and the Non-Voting Common Stock shall have preemptive rights, as such holders, to purchase shares or securities of the same class which may at any time be sold or offered for sale by the corporation.  The holders of the Class A Non-Voting Preferred Stock of the corporation shall have no preemptive rights, as such holders, to purchase any shares of any class which may at any time be sold or offered for sale by the corporation.

FIFTH:  2,000 shares of $10.00 par Class A Voting Common Stock and 65,837 shares of $10.00 par Class B Non-Voting Common Stock are presently issued and outstanding.

SIXTH:  The terms on which the change of shares is to be made are as follows:  2,000 shares of Class A Voting Common Stock shall be changed into 533.3 shares of Class C Voting Preferred Stock at the rate of 3.75 shares of Class A Voting Common Stock for 1 share of Class C Voting Preferred Stock.  11,428 shares of Class B Non-Voting Common Stock shall be changed into 1,866.7 shares of Class C Voting Preferred Stock at the rate of 6.122 shares of Class B Non-Voting Common Stock for 1 share of Class C Voting Preferred Stock.  2,550 shares of Class B Non-Voting Common Stock shall be changed into 1,250 shares of Class B Voting Preferred Stock at the rate of 2.04 shares of Class B Non-Voting Common Stock for 1 share of Class B Voting Preferred Stock.  21,015 shares of Class B Non-Voting Common Stock shall be changed into 10,298 shares of Class A Non-Voting Preferred Stock at the rate of 2.04 shares of Class B Non-Voting Common Stock for 1 share of Class A Non-Voting Preferred Stock.  30,844 shares of Class B Non-Voting Common Stock shall be changed into 154,220 shares of Non-Voting Common Stock at the rate of 1 share of Class B Non-Voting Common Stock for 5 shares

4

of Non-Voting Common Stock.  Unissued or treasury shares of Class A Voting Common Stock and Class B Non-Voting Common Stock shall be cancelled.

Seventh:  The above and foregoing amendment to the Certificate of Incorporation was authorized by unanimous written consent of the holders of all outstanding shares.

IN WITNESS WHEREOF, Sealy of Eastern New York, Inc. has caused its corporate seal to be hereunto affixed and this Certificate of Amendment to be signed by its duly authorized officers this 16^th day of January, 1981.

The undersigned, Alfred L. Goodman and E. Richard Yulman, the signers of the foregoing Certificate of Amendment, affirm this 16^th day of January, 1981, that the Certificate is true under penalty of perjury.

/s/  Alfred L. Goodman

Alfred L. Goodman, President

/s/  E. Richard Yulman

E. Richard Yulman, Secretary

5

CERTIFICATE OF MERGER

OF

NEDRICH REALTY CORP.

INTO

SEALY OF EASTERN NEW YORK, INC.

Under Section 905 of the Business Corporation Law

We, the undersigned, being respectively the President and Secretary of Sealy of Eastern New York, Inc., the surviving corporation, certify:

1.             The name of the surviving corporation is Sealy of Eastern New York, Inc., which was originally incorporated under the name Empire State Bedding Co., Inc.  Its certificate of incorporation was filed by the Department of State of the State of New York on January 26, 1948.  The name of the subsidiary corporation is Nedrich Realty Corp.; its certificate of incorporation was filed by the Department of State of the State of New York on November 29, 1950.  Both corporations are organized under the laws of the State of New York.

2.             The designation and number of outstanding shares of each class of the subsidiary corporation to be merged is as follows:

NAME OF SUBSIDIARY	DESIGNATION OF CLASS AND NUMBER OUTSTANDING	NUMBER OF EACH OWNED BY SURVIVING CORPORATION
Nedrich Realty Corp.	9500 shares of voting common stock at no-par value	9500 shares of voting common stock at no-par value

3.             The merger shall be effective on April 30, 1981.

4.             The surviving corporation owns all of the outstanding shares of the subsidiary corporation.

5.             The plan of merger has been adopted by the Board of Directors of the surviving corporation.

Dated:  April 27, 1981

SEALY OF EASTERN NEW YORK, INC.

/s/  Alfred L. Goodman

Alfred L. Goodman, President

/s/  E. Richard Yulman

E. Richard Yulman, Secretary

2

STATE OF NEW YORK	)
	)	SS.:
COUNTY OF ALBANY	)

E. RICHARD YULMAN being duly sworn, deposes and says that he is the Secretary of Sealy of Eastern New York, Inc., that he has read the foregoing Certificate of Merger and knows the contents thereof, and that the same is true to his knowledge.

/s/  E. Richard Yulman

E. Richard Yulman

Sworn to before me this

27^th day of April, 1981.

/s/  James J. Klee

Notary Public

JAMES J. KLEE
Notary Public, State of New York
Qualified in Albany County
Commission Expires March 30, 1982

CERTIFICATE OF AMENDMENT

OF THE

CERTIFICATE OF INCORPORATION

OF

SEALY OF EASTERN NEW YORK, INC.

Under Section 305 of the Business Corporation Law.

The undersigned, being the president and secretary of Sealy of Eastern New York, Inc., hereby certify:

FIRST:  The name of the corporation is Sealy of Eastern New York, Inc., which was originally incorporated under the name of Empire State Bedding Co., Inc.

SECOND:  Its Certificate of Incorporation was filed by the Department of State, Albany, New York, on the 16 day of January, 1948.

THIRD:  Paragraph FIRST of the Certificate of Incorporation of Sealy of Eastern New York, Inc., which sets forth the name of the corporation, is hereby amended to read:

The name of the corporation is Sealy Mattress Company of Albany, Inc.

FOURTH:  The Amendment to the Certificate of Incorporation of Sealy of Eastern New York, Inc. was authorized by the unanimous written consent of the Board of Directors and of the holders of all outstanding shares entitled to vote thereon.

IN WITNESS WHEREOF, Sealy of Eastern New York, Inc. has caused its corporate seal to be hereunto affixed and this Certificate of Amendment to be signed by its duly authorized officers this 27^th day of February, 1986.

The undersigned, E. Richard Yulman and Frank Abbatomarco, the signers of the foregoing Certificate of Amendment, affirm this 27^th day of February, 1986, that the Certificate is true under penalty of perjury.

/s/ Richard Yulman

E. Richard Yulman, President

/s/ Frank Abbatomarco

Frank Abbatomarco, Secretary and Treasurer

2

CERTIFICATE OF CHANGE

OF

Sealy Mattress Company of Albany, Inc.

UNDER SECTION 805-A OF THE BUSINESS CORPORATION LAW

WE, THE UNDERSIGNED, Thomas L. Smudz and John D. Moran being respectively the Vice President and the Assistant Secretary of Sealy Mattress Company of Albany, Inc. hereby certify:

1.     The name of the corporation is Sealy Mattress Company of Albany, Inc.  It was incorporated under the name Empire State Bedding Co., Inc.

2.     The Certificate of Incorporation of said corporation was filed by the Department of State on January 26, 1948.

3.     The following was authorized by the Board of Directors:

To change the post office address to which the Secretary of State shall mail a copy of process in any action or proceeding against the corporation which may be served on him from c/o Morris, Marshall & Cohn, 126 Wall Street, Schenectady, New York 12305 to c/o C T. Corporation System, 1633 Broadway, New York, New York 10019.

To designate C T CORPORATION SYSTEM, 1633 Broadway, New York, New York 10019 as its registered agent in New York upon whom all process against the corporation may be served.

IN WITNESS WHEREOF, we have signed this certificate on the 18^th day of January, 1988 and we affirm the statements contained therein as true under penalties of perjury.

/s/ Thomas L. Smudz

Thomas L. Smudz, Vice President

/s/ John D. Moran

John D. Moran, Assistant Secretary

CERTIFICATE OF CHANGE

OF

SEALY MATTRESS COMPANY OF ALBANY, INC.

Under Section 805-A of the Business Corporation Law

1.             The name of the corporation is SEALY MATTRESS COMPANY OF ALBANY, INC.

If applicable, the original name under which it was formed is EMPIRE STATE BEDDING CO., INC.

2.             The Certificate of Incorporation of said corporation was filed by the Department of State on 1/26/48.

3.             The address of C T Corporation System as the registered agent of said corporation is hereby changed from C T CORPORATION SYSTEM, 1633 BROADWAY, NEW YORK, NY 10019 to 111 Eighth Avenue, New York, New York  10011.

4.             The address to which the Secretary of State shall mail a copy of process in any action or proceeding against the corporation which may be served on him is hereby changed from c/o C T CORPORATION SYSTEM, 1633 BROADWAY, NEW YORK, NY 10019 to c/o C T Corporation System, 111 Eighth Avenue, New York, New York  10011.

5.             Notice of the above changes was mailed to the corporation by C T Corporation System not less than 30 days prior to the date of delivery to the Department of State and such corporation has not objected thereto.

6.             C T Corporation System is both the agent of such corporation to whose address the Secretary of State is required to mail copies of process and the registered agent of such corporation.

IN WITNESS WHEREOF, I have signed this certificate on September 1, 1999 and affirm the statements contained herein as true under penalties of perjury.

C T CORPORATION SYSTEM
By:	/s/ Kenneth J. Uva
	Kenneth J. Uva
	Vice President

EX-3.22

EXHIBIT 3.22

April 1, 1988

BY-LAWS
OF
SEALY MATTRESS COMPANY OF ALBANY, INC.

ARTICLE I
OFFICES

SECTION 1.1.   Registered Office.  The registered office of the corporation in the State of New York shall be located at 1633 Broadway, in the City of New York, and the name of the corporation’s registered agent is CT Corporation System.

SECTION 1.2.   Other Offices.  The corporation may have offices at such other places both within or without the State of New York as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II
MEETINGS OF SHAREHOLDERS

SECTION 2.1.   Annual Meeting.  The annual meeting of the shareholders of the corporation shall be held at such place and time as the Board of Directors shall fix, on the first Wednesday in April of each year commencing in 1989 or on such other date as the Board shall fix, for the purpose of electing directors and transacting of such other business as may come before the meeting.

SECTION 2.2.   Special Meetings.  Special meetings of the shareholders for any purpose or purposes may be called and the time, date and location thereof designated by the Board of Directors or the Chairman of the Board of Directors (if a Chairman of the Board of Directors shall have been elected).

SECTION 2.3.   Notice of Meetings.  Written notice stating the time, date and place of each annual or special meeting of shareholders and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than fifty days before the date of the meeting.

SECTION 2.4.   Quorum.  The holders of at least a majority of the shares entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business at any meeting of shareholders.  If a quorum shall not be present at any meeting, the persons holding or entitled to vote by proxy a majority of the shares entitled to vote at the meeting present or represented at the meeting may adjourn the meeting without notice other than announcement at the meeting (unless other notice is required by law) to any other time, date and place.  At any such adjourned meeting at which a quorum is present or represented, any business may be transacted that could have been transacted at the original meeting had a quorum been present or represented.

SECTION 2.5.   Action by Consent.  Any action required or permitted to be taken by the shareholders of the corporation may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE III
DIRECTORS

SECTION 3.1.   Number and Election.  The number of directors shall be fixed at three (3), but may be increased or decreased from time to time by resolution of the Board of Directors, provided, that at no time shall the number of directors be less than one (1), and no decrease shall have the effect of shortening the term of any incumbent director.  Directors shall be elected annually by the shareholders, and the persons receiving the greatest number of votes shall be the directors.  Each director elected shall hold office until the successor of such director is elected and qualified or until the death or resignation of such director or the removal of such director.  Directors need not be residents of the State of New York or shareholders of this corporation.

SECTION 3.2.   Resignation.  Any director may resign by giving written notice to the corporation.  Any such resignation shall take effect at the time of receipt of notice thereof or at any later time specified therein, and, unless expressly required, acceptance of such resignation shall not be necessary to make it effective.

SECTION 3.3.   Vacancies and Newly Created Directorships.  Any vacancy in the Board of Directors (whether resulting from death, resignation, removal or otherwise) and any newly created directorship maybe filled by the affirmative vote of a majority of the directors then in office, though less than a quorum.

SECTION 3.4.   Regular Meetings.  An annual meeting of the Board of Directors shall be held, without notice other than this by-law, immediately after, and at the same place as, the annual meeting of shareholders of the corporation.  Additional regular meetings of the Board of Directors may be held without notice at such times, dates and places as may be fixed by the Board of Directors.

SECTION 3.5.   Special Meetings.  Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors (if a Chairman shall have been elected), or any two directors, and such meetings shall be held at such time, date and place as shall be designated in the call.  Except as otherwise prescribed by the Business Corporation Law of the State of New York as amended from time to time (the “New York Statute”) written or actual oral notice of the time, date and place of each special meeting, addressed to each director at such director’s business address, shall be given at least 48 hours prior to such meeting.  Such written notice may be delivered in person, mailed or transmitted by telegram, or, if the addressee has such equipment, by telex or teletype, and shall be deemed to have been given when delivered in person or to the telegraph company, when transmitted on telex or teletype equipment, or 48 hours after deposit in the United States mail postage prepaid.  Any director may waive notice of any meeting.

2

SECTION 3.6.   Quorum.  A majority of the whole Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.  If a quorum shall not be present at any meeting, a majority of the directors present may adjourn the meeting without notice other than announcement at the meeting to any other time, date and place.

Any member of the Board of Directors or of any committee designated by the Board may participate in a meeting of the directors or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by means of such equipment shall constitute presence in person at such meeting.

SECTION 3.7.   Presumption of Assent.  Unless otherwise provided by the New York Statute, a director of the corporation who is present at a meeting of the Board of Directors at which action is taken on any corporate matter shall be presumed to have assented to the action taken unless the dissent of such director shall be entered in the minutes of the meeting or unless such director shall file a written dissent to such action with the person acting as Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting.  Such right to dissent shall not apply to a director who voted in favor of such action.

SECTION 3.8.   Action without Meeting.  Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if a written consent thereto is signed by all members of the board or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.

SECTION 3.9.   Executive Committee.  The Board of Directors may, by resolution passed by a majority of the number of directors fixed by these by-laws, designate three or more directors of the corporation to constitute an executive committee, which, to the extent provided in such resolution and by New York law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers that may require it.

SECTION 3.10.   Other Committees.  The Board of Directors may, by resolution passed by a majority of the number of directors fixed by these by-laws, designate such other committees as it may from time to time determine.  Each such committee shall consist of three or more directors, shall serve for such term and shall have and may exercise, during intervals between meetings of the Board of Directors, such lawfully delegable duties, functions and powers as the Board of Directors may from time to time prescribe.

SECTION 3.11.   Quorum and Manner of Acting—Committees.  The presence of a majority of members of any committee shall constitute a quorum for the transaction of business at any meeting of such committee, and the act of a majority of those present shall be necessary for the taking of any action at such meeting.

3

SECTION 3.12.   Committee Chairman, Books and Records, Etc.  The chairman of each committee shall be selected from among the members of the committee by the Board of Directors.  Each committee shall keep a record of its acts and proceedings, and all actions of each committee shall be reported to the Board of Directors at its next meeting.  Each committee shall fix its own rules of procedure not inconsistent with these by-laws or the resolution of the Board of Directors designating such committee and shall meet at such times and places and upon such call or notice as shall be provided by such rules.

ARTICLE IV
OFFICERS

SECTION 4.1.   Designation of Officers.  The officers of the corporation shall be a President, one or more Vice Presidents (who maybe designated by class or function), a Treasurer, a Secretary and such other officers (including Assistant Treasurers and Assistant Secretaries) as the Board of Directors may elect.  The Board of Directors may at any time, in its discretion, elect a Chairman of the Board of Directors (the “Chairman”) to be the chief executive officer of the corporation and to have the other powers and duties set forth herein.

SECTION 4.2.   Election and Term.  Each officer shall be elected by the Board of Directors to serve until the successor thereof is elected or until the earlier resignation or removal of such officer.

SECTION 4.3.   Resignation, Removal and Vacancies.  Any officer may resign by giving written notice to the Chairman or the Secretary.  Any such resignation shall take effect at the time of receipt of notice thereof or at any later time specified therein, and, unless expressly required, acceptance of such resignation shall not be necessary to make it effective.  Any officer may be removed, with or without cause, by a majority of the directors then in office, and a vacancy in any office (whether resulting from death, resignation, removal or otherwise) may be filled by the Board of Directors.  The removal of any officer shall be without prejudice to any rights such officer may have under any agreement.

SECTION 4.4.   Chairman.  In the event that the Board of Directors determines to elect a Chairman pursuant to Section 4.1 hereof, the Chairman shall be the chief executive officer of the corporation and shall have authority and responsibility for the general management, direction and overall supervision, subject to the authority of the Board of Directors, of the corporation’s business and affairs and its officers and employees, and shall have the power to appoint, remove and discharge any and all employees of the corporation not elected or appointed directly by the Board of Directors.  The Chairman shall preside at all meetings of the Board of Directors and shareholders and shall have authority to designate the duties and powers of other officers and delegate special powers and duties to specified officers, so long as such designation shall not be inconsistent with any statute, these by-laws or any action of the Board of Directors.  The Chairman shall also have power to execute, and shall execute deeds, mortgages, bonds, contracts or other instruments of the corporation except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors or by the Chairman to some other officer or agent of the corporation.  The Chairman may sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by the

4

Board of Directors.  The stock in general shall have all other powers and shall perform all other duties that are normally incident to the chief executive officer of  a corporation or as may be prescribed by the Board of Directors from time to time.

SECTION 4.5.   President.  Prior to the time, if any, at which the Board of Directors shall elect a Chairman pursuant to Section 4.1 hereof, the President shall have the duties, responsibilities and powers set forth in Section 4.4 hereof.  In the event that the Board of Directors elects a Chairman, the President, under the Chairman, and subject to the authority of the Board of Directors and the Chairman, shall be the chief operating officer of the corporation and shall be charged with implementing the policies of the corporation as determined by the Chairman and the Board of Directors.  In the event that the Chairman, due to absence or any other cause, shall refuse or be unable at any time to attend to or to perform the duties of Chairman as above prescribed, the President shall perform the duties of the Chairman.  The President may sign, pursuant to Section 6.1 hereof, certificates for shares of stock in the corporation, the issuance of which shall have been duly authorized by the Board of Directors.  The President shall have such other powers and duties as the Board of Directors or the Chairman (if a Chairman shall have been elected) may from time to time determine.

SECTION 4.6.   Vice Presidents.  In the absence of the President, or in the event of the President’s inability or refusal to act, the Vice Presidents, in order of their rank as fixed by the Board of Directors or, if not ranked, the Vice President designated by the Board of Directors or the Chairman (if a Chairman shall have been elected), shall perform all duties of the President and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President.  The Vice Presidents shall have such other powers and perform such other duties, not inconsistent with statute, these by-laws, or any action of the Board of Directors, as from time to time may be prescribed for them, respectively, by the Board of Directors or the Chairman (if a Chairman shall have been elected), which may include the execution of deeds, mortgages, bonds, contracts or other instruments of the corporation.  Any Vice President may sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, tine issuance of which shall have been duly authorized by the Board of Directors.

SECTION 4.7.   Treasurer.  The Treasurer shall:  (a) be responsible to the Board of Directors for the receipt, custody and disbursement of all funds and securities of the corporation; (b) receive and give receipts for funds due and payable to the corporation from any source whatsoever and deposit all such funds in the name of the corporation in such banks, trust companies or other depositories as shall from time to time be selected in accordance with the provisions of Section 5.2 of these by-laws; (c) disburse the funds of the corporation as ordered by the Board of Directors or the Chairman or as otherwise required in the conduct of the business of the corporation; (d) render to the Chairman or the Board of Directors, upon request, an account of all transactions of such officer as Treasurer and of the financial condition of the corporation; and (e) in general, perform all the duties normally incident to the office of Treasurer and such other duties as may from time to time be assigned by the Chairman (if a Chairman shall have been elected), the President, the Board of Directors or these by-laws.  The Treasurer may sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by resolution of the Board of Directors.  The Treasurer may delegate such details of the performance of duties of the office of Treasurer as

5

may be appropriate in the exercise of reasonable care to one or more persons in the place of such officer, but shall not thereby be relieved of responsibility for the performance of such duties.

SECTION 4.8.   Secretary.  The Secretary shall:  (a) keep the minutes of the meetings of the shareholders, the Board of Directors and committees of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) have charge of the corporate records and of the seal of the corporation; (d) affix the seal of the corporation or a facsimile thereof, or cause the same to be affixed, to all certificates for shares prior to the issue thereof and to all documents the execution of which on behalf of the corporation under its seal is duly authorized by the Board of Directors or otherwise in accordance with the provisions of these by-laws; (e) keep a register of the post office addresses of each shareholder, director and committee member that shall from time to time be furnished to the Secretary by such shareholder, director or member; (f) sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by resolution of the Board of Directors; (g) have general charge of the stock transfer books of the corporation; and (h) in general, perform all duties normally incident to the office of Secretary and such other duties as may from time to time be assigned by the Chairman (if a Chairman shall have been elected), the President or the Board of Directors, The Secretary may delegate such details of the performance of the duties of the office of Secretary as may be appropriate in the exercise of reasonable care to one or more persons in the place of such officer, but shall not thereby be relieved of responsibility for the performance of such duties.

SECTION 4.9.   Assistant Treasurers and Assistant Secretaries.  The Assistant Treasurers and Assistant Secretaries, if any, shall perform all functions and duties that may be assigned to them by the Treasurer or Secretary, respectively, or by the Chairman (if a Chairman shall have been elected), the President or the Board of Directors.  If authorized by the Treasurer or the Secretary, as the case may be, any Assistant Treasurer or Assistant Secretary may sign, pursuant to Section 6.1 hereof, certificates for shares of the corporation in place of the Treasurer or Secretary, respectively.

SECTION 4.10.   Other Officers.  The Board of Directors may from time to time elect such other officers to perform such duties and responsibilities as it shall prescribe.

SECTION 4.11.   Salaries.  The compensation of the officers of the corporation shall be fixed from time to time by the Board of Directors or by such officer as it shall designate for such purpose or as it shall otherwise direct.  No officer shall be prevented from receiving a salary or other compensation by reason of the fact that such officer is also a director of the corporation.

ARTICLE V
CHECKS AND DEPOSITS

SECTION 5.1.   Checks, Drafts, Etc.  All checks, demands, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers or agent or agents of the corporation, and in such manner, as shall from time to time be authorized by the Board of Directors.

6

SECTION 5.2.   Deposits.  All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE VI
SHARE RECORDS AND TRANSFERS

SECTION 6.1.   Share Certificates.  Every shareholder shall be entitled to have a certificate in such form as the Board of Directors shall from time to time approve, signed on behalf of the corporation by the President or any elected Vice President, and by the Treasurer or the Secretary (or, if so authorized, any Assistant Treasurer or Assistant Secretary) certifying the number of shares held of record by such shareholder.

SECTION 6.2.   Record Ownership.  A record of the name and address of the holder of each certificate, the number of shares represented thereby, and the date of issue thereof shall be made on the corporation’s books.  The corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof, and shall not be bound to recognize any equitable or other claim to or interest in any share on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by the laws of New York.

SECTION 6.3.   Lost Certificates.  Any person claiming a share certificate in lieu of one lost, stolen, mutilated or destroyed shall give the corporation an affidavit as to its loss, theft, mutilation or destruction.  Such holder shall also, if required by the Board of Directors, give the corporation a bond, in such form and amount as may be approved by the Board of Directors (or any agent of the corporation to which authority for such approval shall have been delegated by the Board) sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft, mutilation or destruction of the certificate or the issuance of a new certificate.

SECTION 6.4.   Transfer of Shares.  Transfer of shares of stock shall be made on the books of the corporation only by direction of the person named in the certificate or such person’s attorney, lawfully constituted in writing, and only upon the surrender for cancellation of the certificate therefor, duly endorsed or accompanied by a written assignment of the shares evidenced thereby.

SECTION 6.5.   Transfer Agent and Registrar.  The corporation may appoint one or more transfer offices or agencies, each in charge of a transfer agent designated by the Board of Directors (who shall have custody, subject to the direction of the Secretary, of the original stock ledger and stock records of the corporation) where the shares of the capital stock of the corporation of any class or series specified in such appointment shall be registered.  The corporation may also appoint one or more registry offices, each in charge of a registrar designated by the Board of Directors, where its stock of any class or series specified in such appointment shall be registered.  Except as otherwise provided by resolution of the Board of Directors with respect to temporary certificates, no certificate for shares of capital stock of the corporation for which a transfer agent or registrar has been appointed shall be valid unless countersigned by such transfer agent and registered by such registrar authorized as aforesaid.

7

SECTION 6.6.   Restrictions on Transfer.  Any shareholder may enter into an agreement with other shareholders or with the corporation providing for reasonable limitation or restriction on the right of such shareholder to transfer shares of capital stock of the corporation held by such shareholder, including, without limiting the generality of the foregoing, agreements granting to such other shareholders or to the corporation the right to purchase for a given period of time any of such shares.  Any such limitation or restriction on the transfer of shares of this corporation may be set forth on certificates representing shares of capital stock, in which case the corporation or the transfer agent shall not be required to transfer such shares upon the books of the corporation without receipt of satisfactory evidence of compliance with the terms of such limitation or restriction.

ARTICLE VII
GENERAL PROVISIONS

SECTION 7.1.   Fiscal Year.  The fiscal year of the corporation shall end on November 30 of each year.

SECTION 7.2.   Voting of Securities.  Subject to control and direction of the Board of Directors, the Chairman of the Board (if a Chairman shall have been elected) or such other person as the Board of Directors may designate for such purpose either generally or in any particular instance shall have full power and authority, in the name and on behalf of the corporation, to attend, act and vote at any meeting of security holders of any company in which the corporation may hold any securities, or to consent as a security holder to any action proposed to be taken by such company.  At any such meeting, or in connection with any such action, the Chairman of the Board (if a Chairman shall have been elected) or such other person shall possess and may exercise any and all rights and powers incident to the ownership of such securities which, as the holder thereof, the corporation might possess and exercise, and such person may exercise such power and authority through the execution of proxies or written consents or may delegate such power and authority to any other officer, agent or employee of the corporation.

SECTION 7.3.   Amendments to By-Laws.  These by-laws may be altered or repealed by the shareholders or the Board of Directors.

ARTICLE VIII
INDEMNIFICATION AND INSURANCE

SECTION 8.1.   Right to Indemnification.  Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was  a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the corporation to the fullest extent authorized by the New York Statute, as the same exists or may hereafter be amended (but, in the case of any such

8

amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 8.2, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the corporation.  The right to indemnification conferred in this Section 8.1 shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the New York Statute requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under Section 8.2 or otherwise.  The corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

SECTION 8.2.   Right of Claimant to Bring Suit.  If a claim under Section 8.1 is not paid in full by the corporation within thirty days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim.  It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the New York Statute for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation.  Neither the failure of the corporation (including its Board of Directors, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the New York Statute, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel, or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

SECTION 8.3.   Non-Exclusivity of Rights.  The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article VIII shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, by-law, agreement, vote of shareholders or disinterested directors or otherwise.

9

SECTION 8.4.   Insurance.  The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the New York Statute.

10

EX-3.23

EXHIBIT 3.23

ARTICLES OF INCORPORATION

OF

SUPER-REST PRODUCTS, INC.

I, the undersigned, of full age, for the purpose of forming a corporation under and pursuant to the provisions of Chapter 100 of the Laws of Minnesota, 1933, known as the Minnesota Business Corporation Act, and laws amendatory thereof and supplementary thereto, do hereby form a body corporate and adopt the following Articles of Incorporation.

ARTICLE I

The name of the corporation is:

SUPER-REST PRODUCTS, INC.

ARTICLE II

The nature of the business, or objects or purpose to be transacted, promoted or carried on are to do any and all of the things hereinafter set forth to the same extent as natural persons might or could do, in any part of the world, namely:

To buy, sell, export, import, distribute and manufacture bed and other mattresses, bedding and sleeping products of all designs and styles and of any material.

To buy and sell, at wholesale and retail, bedding and sleeping products of every sort and kind.

To import and export, at wholesale and retail, materials of all sorts and kinds used in bedding and sleeping products.

To buy, sell, export, import, distribute and manufacture at wholesale and retail, raw materials, parts or products going into the construction of and used for bedding and sleeping products.

To construct a warehouse for the storing and distribution of materials ordered and to distribute such products from said warehouse.

To buy, sell, import, export, distribute, manufacture, and generally deal at wholesale or retail, in machinery used for the manufacture of furniture, bedding and sleeping products.

To design, assemble, manufacture, sell, import, export, distribute, and generally deal, at wholesale or retail, in furniture and furniture products of all sorts and kinds and for all purposes and to upholster, repair, and refinish furniture.

To buy, sell, manufacture, import, export, distribute and generally deal, at wholesale or retail, in all materials of every sort and kind used in the manufacture of furniture, furniture products and furnishings either as raw material or finished products.

In connection with the foregoing, to engage in any similar business, whether manufacturing, merchandising or otherwise, which in the judgment of the Board of Directors, may be of use or advantage to the corporation, and to manufacture, market or prepare for market any article or thing which the corporation uses in connection with its business.

To purchase, lease or otherwise acquire, hold, improve, sell, lease, mortgage and generally deal in lands and buildings and interest therein, necessary or incidental to the business.

To buy, hold, own, mortgage, exchange, lease, rent, sell, convey and otherwise acquire, dispose of and deal in, operate, manage, improve and develop real property, improved and unimproved, and any interest therein, and buildings, fixtures and other structures therein, and personal property appurtenant thereto or connected therewith; to erect, construct and operate buildings, structures and works of every kind and description, and to reconstruct, renovate, alter, rehabilitate and improve buildings and structures and their appurtenances.

To make, manufacture, produce, purchase and otherwise acquire, hold, own, store, sell and otherwise dispose of, mortgage, pledge, export, import, receive on consignment or otherwise, all on behalf of itself or of others, and in any way deal in goods, wares, merchandise, commodities, and personal property of every kind, nature and description, and to act as manufacturers, importers, exporters, wholesalers, retailers, agents, sales agents, factors, brokers, commission merchants and commission brokers with respect thereto.

To obtain or otherwise acquire from any person, firm, partnership, association, corporation or other legal entity, public or private, domestic or foreign, or from the government of any country, territory, state, municipality or of any political or administrative subdivision or department thereof, and to hold, own, use, exercise, exploit, dispose of and realize upon any and all powers, rights, privileges, immunities, franchises, guarantees, grants and concessions which the corporation may deem desirable, and to undertake and prosecute any business dependent thereon.

To apply for, obtain, register, purchase, lease or otherwise acquire, hold, use, exploit, operate, exercise, develop, manufacture under, introduce, sell, assign, lease, grant licenses in respect of or otherwise dispose of, pledge, or otherwise give liens upon or against, invest, trade and deal in and with or otherwise turn to account and otherwise contract with reference to letters, patents, copyrights, trade-marks and trade names, licenses with respect thereto, and any and all inventions, improvements, apparatus, appliances, increases, formulas, designs or rights used in connection with or secured under letters patent or otherwise, whether of the United States of America or of any other government or country; and to engage in, carry on,

2

conduct, manage and transact any business which may be deemed, directly or indirectly, to aid, effectuate or develop the same or any of them.

To make, enter into and perform contracts and arrangements of every kind and description for any lastful purpose with any person, firm, partnership, association, corporation or other legal entity, public or private, domestic or foreign, and with one government of any country, territory, state, municipality or of any political or administrative subdivision or department thereof.

To borrow and raise money for its corporate purposes, and, without limit as, to amount, to draw, make, accept, indorse, execute, issue and deliver promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable or non-negotiable instruments, obligations and evidences of indebtedness of any nature, and to secure the payment thereof and the interest thereon by mortgage upon or pledge, deed, conveyance or assignment in trust of the whole or any part of the property of the corporation, whether at the time owned or thereafter acquired, and to sell, pledge or otherwise dispose of such bonds, debentures, notes or other obligations or evidences of indebtedness.

To subscribe for, purchase, borrow or otherwise acquire, own, hold, sell, lend, exchange, pledge, hypothecate or otherwise dispose of, invest, trade and deal in and with or otherwise realize upon, alone or in syndicates or otherwise in conjunction with others, stocks, bonds, debentures, notes, acceptances, bills of exchange, warrants, or other securities made, created or issued by any person, firm, partnership, association, corporation, or other legal entity, public or private, domestic or foreign, or by the government of any country, territory, state, municipality or any political or administrative subdivision or department whereas and any and all trust, participation or other certificates of or for, receipts evidencing interest in, any such securities, in whole or in part, its own shares of stock, bonds, debentures, notes, evidence of indebtedness or other securities or to make payment therefore by any other lawful means, and, while the owner or holder of any such securities or of any interest therein, to possess and exercise all the rights, powers and privileges of ownership, including the right to vote thereon for any and all purposes.

To purchase, hold, sell, transfer, reissue or cancel the shares of its own stock or any of its securities or other obligations or any rights therein, provided that it shall not use its funds or property for the purchase of shares of its own capital stock, when such would cause an impairment of the capital, except as otherwise permitted by law; and provided further, that shares of its own capital stock belonging to it shall not be voted upon directly or indirectly.

To make, enter into and perform any lawful contracts or arrangements for sharing of profits, union of interests, reciprocal concessions or cooperation with any person, firm, partnership, association, corporation or other legal entity, public or private, foreign or domestic, carrying on or proposing to carry on any business or transaction which this corporation is authorized to carry on expressly or by implication, or with the government of any country, territory, state, municipality or political or administrative subdivision or department thereof carrying on or proposing to carry on any such business or transaction.

3

To have and maintain one or more offices and to conduct and carry on any or all of the operations anywhere in the world.

To create or cause to be organized under the laws of any country, territory, state, or political or administrative subdivision or department thereof, any organization or corporation for the purpose of accumulating any or all of the objects for which this corporation is organized, and to dissolve, wind up, liquidate, merge or consolidate any such corporation or corporations or to cause the name to be dissolved, wound up, liquidated, merged or consolidated.

The foregoing clauses shall be construed, both as objects and powers, and the matters expressed in each clause shall, except as otherwise expressly provided, be in no way limited by reference to or inference from the torch of any other clause, but shall be regarded as independent objects and powers and the emaciation herein of any specific powers shall not be construed to limit or restrict in any manner the exercise by the corporation of the general powers from or hereafter conferred upon corporations by the laws of the State of Minnesota, nor shall expression of one thing be deemed to exclude another of like nature but not expressed.

ARTICLE III

Its duration is perpetual.

ARTICLE IV

The location and post office address of its registered office in this State is 1008 Son Line Building, in the City of Minneapolis, County of Hennepin.

ARTICLE V

The amount of stated capital with which the corporation will begin business is One Thousand Dollars ($1,000.00).

ARTICLE VI

The total authorized number of shares is 2,500, of which 250 shares without par value are designated “Class A Common Shares” and 2,250 without par value are designated “Class B Common Shares.”

The relative rights, preferences and restrictions of the shares of each class shall be in all respects identical, share for share, except that the voting power for the election of directors and for all other purposes shall be vested exclusively in the holders of Class A Common Shares, and except as otherwise permitted by law, the Class B Common Shareholders shall have no voting rights nor be entitled to notice of vestings of Shareholders.

4

ARTICLE VII

The name and post office address of the incorporated are:

Name	Post Office Address
Leonard Givant	60 East 42nd Street New York, N.Y. 10017

ARTICLE VIII

The name and post office address of each of the first directors are:

Name	Post Office Address
Morton H. Yulcan Helen Yulcan Alfred I. Goodman Arnold Laven	P.O. Box 5288 Albany, New York 12205

and the term of office of each shall be one (1) year and until his successor is elected and qualifies.

ARTICLE IX

The Board of Directors shall have authority to make and alter the By-Laws of the corporation, subject to the powers of the shareholders to change or repeat any such By-Laws; provided however, that the Board of Directors shall not make or alter any By-Laws fixing their member qualifications, classifications or term of office.

IN TESTIMONY WHEREOF, I have hereunto set my hand and seal this 31^st day of August 1973.

In the presence of

/s/ Leonard Givant	(SEAL)
Leonard Givant

5

STATE OF NEW YORK
	SS.
COUNTY OF NEW YORK

On this        day of           , 1973, personally appeared before me, LEONARD GIVANT, to me known to be the person named in and who executed the foregoing Articles of Incorporation, and he acknowledged this to be of his own free act and deed for the uses and purposes therein expressed.

6

CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF

SUPER-REST PRODUCTS, INC.

We, the undersigned, MORTON H. YULMAN and ARNOLD LAVEN, respectively the president and assistant secretary of SUPER-REST PRODUCTS, INC., a corporation subject to the provisions of Chapter 301, Minnesota Statutes 1953, known as the Minnesota Business Corporation Act, do hereby certify that at a (special) meeting of the shareholders of said corporation, notice of such meeting, proposal to amend and nature of such proposal having been mailed to each shareholder entitled to vote thereon at least ten days prior to such meeting, held at 99 Railroad Avenue, in the city of Albany, County of Albany, State of N.Y. as designated in such notice, on the 8^th day of May, 1974, resolutions as hereinafter set forth were adopted by a unanimous vote of said shareholders represented in person or by proxy:

“Resolved that Article VI of the articles or incorporation of Super-Rest Products, Inc. be, and the same hereby (is) (are) amended to read as follows:

Article VI.

(See Rider annexed hereto and made a part hereof.)

Resolved further that the president and assistant secretary of this corporation be and they hereby are, authorized and directed to make, execute and acknowledge a certificate under the corporate seal of this corporation, embracing the foregoing resolutions, and to cause such certificate to be filed for record in the manner required by law.

IN WITNESS WHEREOF, we have subscribed our names and caused the corporate seal of said corporation to be hereto affixed this 8^th day of May, 1974.

/s/ Morton H. Yulman

In presence of:

/s/ Rieta Blossom	/s/ Arnold Laven
	Assistant Secretary.

STATE OF New York	)
	) ss.
County of Albany	)

Morton H. Yulman and Arnold Laven being first duly sworn, on oath depose and say:  that they are respectively the president and assistant secretary of Super-Rest Products, Inc., the corporation named in the foregoing certificate; that said certificate contains a true statement of the action of the shareholders and board of directors of said corporation, duly held as aforesaid; that the seal attached is the corporate seal of said corporation; that said certificate is executed on behalf of said corporation, by its express authority; and they further acknowledge the same to be their free act and deed and the free act and deed of said corporation.

Subscribed and sworn to before me this 8^th day of May, 1974

Notary Public                               Co., N.Y.

My commission expires                

2

SUPER-REST PRODUCTS, INC.

RIDER TO CERTIFICATE OF AMENDMENT

OF ARTICLES OF INCORPORATION

ARTICLE VI, AS AMENDED:

A.The total authorized number of shares is 7,500 of which 5,000 shares without par value are designated “$4 Cumulative Preferred Shares”, 250 shares without par value are designated “Class A Common Shares” and 2,250 shares without par value are designated “Class B Common Shares”.

B.The relative rights, preferences and restrictions of the shares of each class are as follows:

1)The holders of record of the $4 Cumulative Preferred Shares (hereinafter called “Preferred Shares”) shall be entitled to cash dividends when and as declared by the board of directors, at the rate of $4 per share per annum and no more, payable in annual, semi-annual, quarterly or other installments as the board of directors may provide in each year.  Such cash dividends on Preferred Shares shall be cumulative so that if for any dividend period cash dividends at the rate of $4 per share per annum shall not have been declared and paid or set apart for payment on the Preferred Shares outstanding, the deficiency shall be declared and paid or set apart for payment prior to the making of any dividend or other distribution on the Common Shares.  Cash dividends on the Preferred Shares shall accrue form the date of issue, if that be a dividend date, otherwise from the dividend date next preceding the date of issue of such Preferred Shares.  Upon the payment or setting apart for payment of all dividends, current and accumulated, at the rate of $4 per share per annum upon the outstanding Preferred Shares, the directors may declare and pay dividends upon the Common Shares.

2)In the event of any voluntary or involuntary liquidation, dissolution or winding up of the corporation, the holders of record of the outstanding Preferred shares shall be entitled to be paid $100 for each of such Preferred Shares, plus accumulated dividends thereon up to the date of such liquidation, dissolution or winding up of the corporation (whether or not the corporation shall have a surplus or earnings available for dividends) and no more.  After payment to the holders of Preferred Shares of the amount payable to them as aforesaid, the remaining assets of the corporation shall be payable to and distributed ratably among the holders of record of the Common Shares.

3)The corporation at its option may redeem the whole or any part (pro-rata or by lot or otherwise as the board of directors may direct) of the Preferred Shares outstanding at any time, by paying therefor in cash $100 per share plus accumulated dividends thereon to the date fixed for such redemption.  Notice of such redemption specifying the time and place of redemption shall be mailed to the holders of Preferred shares to be redeemed, at their respective addresses as the same may appear on the records of the corporation no less than 30 and no more than 60 days prior to the date specified for the redemption.  From and after the date specified all dividends on the Preferred Shares called for redemption shall cease to accrue and all rights to the holders thereof as stockholders of the corporation, except the right to receive the redemption price, shall cease and terminate.

4)Except as otherwise provided by law, the entire voting power for the election of directors and for all other purposes shall be vested exclusively in the holders of Class A Common shares and the holders of Preferred Shares and of Class B Common Shares shall not be entitled to vote.

5)Distributions of Preferred Shares may, in the discretion of the board of directors, be made to the holders of Common Shares.  Distributions of either Class A Common Shares or Class A Common Shares may, in the discretion of the board of directors, be made to the holders of either or both classes of Common Shares.

CERTIFICATE OF OWNERSHIP AND MERGER
OF
SEALY OF MINNESOTA, INC.
BY
SUPER-REST PRODUCTS, INC.

SUPER-REST PRODUCTS, INC., a corporation formed under the laws of the State of Minnesota, desiring to merge SEALY OF MINNESOTA, INC. pursuant to the provisions of Section 301.421 of the Minnesota Revised Statutes of 1957, as amended, DOES HEREBY CERTIFY as follows:

FIRST:  That SUPER-REST PRODUCTS, INC. has acquired and now lawfully owns all of the outstanding stock of SEALY OF MINNESOTA, INC.  That the laws of the State of Minnesota permit a merger as provided for by Section 301.421 of the Minnesota Revised Statutes of 1957, as amended.

SECOND:  That the Board of Directors of SUPER-REST PRODUCTS, INC., BY resolutions duly adopted on the 9^th day of December, 1974, determined to merge SEALY OF MINNESOTA, INC. and to assume all of its obligations; said resolutions being as follows:

“WHEREAS, this corporation has acquired and now lawfully owns all of the stock of SEALY OF MINNESOTA, INC. and desires to merge said corporation;

“NOW THEREFORE, BE IT RESOLVED, that this corporation merge and it does hereby merge said SEALY OF MINNESOTA, INC. and does hereby assume all of its obligations; and

FURTHER RESOLVED, that the proper officers of this corporation be, and they hereby are, authorized and directed to make and execute, in its name and under its corporate seal, and to file in the proper public offices, a certificate of such ownership setting forth a copy of these resolutions.”

IN WITNESS WHEREOF, we have subscribed our names and caused the corporate seal of said corporation to be hereto affixed this 11^th day of December, 1974.

In presence of:

/s/ Rieta Blossom	/s/ Morton H. Yulman
	President
/s/ Charlotte A. Heinbach	/s/ Arnold Laven
	Assistant Secretary
AFFIX
CORPORATE
SEAL

STATE OF NEW YORK	)
	) SS.:
COUNTY OF ALBANY	)

MORTON H. YULMAN and ARNOLD LAVEN being first duly sworn, on oath depose and say:  that they are the President and Assistant Secretary of SUPER-REST PRODUCTS, INC., the corporation named in the foregoing certificate; that said certificate contains a true statement of the action of the Board of Directors of said corporation, duly held as aforesaid; that the seal attached is the corporate seal of said corporation; that said certificate is executed on behalf of said corporation, by its express authority; and they further acknowledge the same to be their free act and deed and the free act and deed of said corporation.

/s/ Morton H. Yulman

President

/s/ Arnold Laven

Assistant Secretary

Subscribed and sworn to before me this 11^th day of December, 1974.

Notary Public

CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION OF
SUPER-REST PRODUCTS, INC.

We, the undersigned, MORTON H. YULMAN and ARNOLD LAVEN, respectively the         president and assistant secretary of SUPER-REST PRODUCTS, INC. a corporation subject to the provisions of Chapter 301, Minnesota Statutes 1953, known as the Minnesota Business Corporation Act, do hereby certify that at a xxxxxxx (strike out one) (special) meeting of the shareholders of said corporation, notice of such meeting, proposal to amend and nature of such proposal having been mailed to each shareholder entitled to vote thereon at least ten days prior to such meeting, held at 99 Railroad Avenue, in the city of Albany, County of Albany, State of N.Y. as designated in such notice, on the 11th day of December, 1974, resolutions as hereinafter set forth were adopted by a unanimous vote of said shareholders represented in person or by proxy:

“Resolved that Article I of the articles of incorporation of SUPER-REST PRODUCTS, INC. be, and the same hereby (is) xxxxx amended to read as follows:

Article I.

The name of the corporation is SEALY OF MINNESOTA, INC.

Resolved further that the         president and assistant secretary of this corporation be and they hereby are, authorized and directed to make, execute and acknowledge a certificate under

the corporate seal of this corporation, embracing the foregoing resolutions, and to cause such certificate to be filed for record in the manner required by law.

IN WITNESS WHEREOF, we have subscribed our names and caused the corporate seal of said corporation to be hereto affixed this 11th day of December, 1974.

In presence of:	/s/ Morton H. Yulman
	President
/s/ Rieta Blossom
/s/ Charlotte Heinbach	/s/ Arnold Laven
	Assistant  Secretary.

AFFIX
CORPORATE
SEAL
	NEW YORK
	STATE OF XXXXXXXXXX	}  ss.
	County of NEW YORK

MORTON H. YULMAN and ARNOLD LAVEN being first duly sworn, on oath depose and say:  that they are respectively the                president and assistant secretary of SUPER-REST PRODUCTS, INC., the corporation named in the foregoing certificate; that said certificate contains a true statement of the action of the shareholders and board of directors of said corporation, duly held as aforesaid; that the seal attached is the corporate seal of said corporation; that said certificate is executed on behalf of said corporation, by its express authority; and they further acknowledge the same to be their free act and deed and the free act and deed of said corporation.

Subscribed and sworn to before me this 11th day of December, 1974	/s/ Morton H. Yulman
	/s/ Arnold Laven

/s/
Notary Public	Co., xxxxx N.Y.
xxxx N.Y.
My commission expires

2

CERTIFICATE OF CHANGE OF REGISTERED OFFICE

by

Sealy of Minnesota, Inc.

Pursuant to Minnesota Statutes Section 301.33 or 317.19, the undersigned, Bernard Barnett, hereby certifies that the Board of Directors of Sealy of Minnesota, Inc., a Minnesota corporation, has resolved to change the corporation’s registered office from:

1008 Soo Line Building Minneapolis Hennepin 55402

to

825 Transfer Road St. Paul Ramsey 55114

The effective date of the change will be the                     day of                        , 19      or the day of filing of this certificate with the Secretary of State, whichever is later.

DATED	SIGNED	/s/ Bernard Barnett
		Bernard Barnett, Vice President
		(title or office)

Filing Date:  2/11/82

STATEMENT OF CHANGE OF REGISTERED OFFICE
AND/OR REGISTERED AGENT

Pursuant to Minnesota Statutes, Section 302A.123, the undersigned corporation submits the following statement for the purpose of changing its registered office or its registered agent, or both:

1.Name of corporation Sealy Minnesota, Inc.

2.Address of its present registered office 825 Transfer Road St. Paul, Minnesota 55114.

3.Address to which its registered office is to be changed c/o C T CORPORATION SYSTEM INC., 405 Second Avenue, South, Minneapolis, Hennepin County, Minnesota 55401.

4.Name of present registered agent                                                                                                                                                                           &nb sp;                                         

5.Name of successor registered agent C T CORPORATION SYSTEM INC.

The address of the registered office and the address of the business office of the registered agent, as changed, will be identical.

Such change was authorized by resolution approved by the affirmative vote of a majority of directors present.

Dated May 6, 1988	Sealy of Minnesota, Inc.
	SIGNED	/s/ Thomas L. Smudz
	(title or office)

STATE OF OHIO

County of Cuyahoga

The foregoing instrument was acknowledged before me this 6^th day of May, 1988.

(Notarial seal)

/s/ John D. Moran

Notary Public

EX-3.24

EXHIBIT 3.24

April 1, 1988

BY-LAWS
OF
SEALY OF MINNESOTA, INC.

ARTICLE I
OFFICES

SECTION 1.1   Registered Office.  The registered office of the corporation in the State of Minnesota shall be located at 405 Second Avenue South, in the City of Minneapolis, and the name of the corporation’s registered agent is C T Corporation System, Inc.

SECTION 1.2   Other Offices.  The corporation may have offices at such other places both within or without the State of Minnesota as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II
MEETINGS OF SHAREHOLDERS

SECTION 2.1   Annual Meeting.  The annual meeting of the shareholders of the corporation shall be held at such place and time as the Board of Directors shall fix, on the first Wednesday in April of each year commencing in 1989 or on such other date as the Board shall fix, for the purpose of electing directors and transacting of such other business as may come before the meeting.

SECTION 2.2   Special Meetings.  Special meetings of the shareholders for any purpose or purposes may be called and the time, date and location thereof designated by the Board of Directors or the Chairman of the Board of Directors (if a Chairman of the Board of Directors shall have been elected).

SECTION 2.3   Notice of Meetings.  Written notice stating the time, date and place of each annual or special meeting of shareholders and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting.

SECTION 2.4   Quorum.  The holders of at least a majority of the shares entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business at any meeting of shareholders. If a quorum shall not be present at any meeting, the persons holding or entitled to vote by proxy a majority of the shares entitled to vote at the meeting present or represented at the meeting may adjourn the meeting without notice other than announcement at the meeting (unless other notice is required by law) to any other time, date and place. At any such adjourned meeting at which a quorum is present or represented, any business may be transacted that could have been transacted at the original meeting had a quorum been present or represented.

SECTION 2.5   Action by Consent.  Any action required or permitted to be taken by the shareholders of the corporation may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE III
DIRECTORS

SECTION 3.1   Number and Election.  The number of directors shall be fixed at three (3), but may be increased or decreased from time to time by resolution of the Board of Directors, provided, that at no time shall the number of directors be less than one (1), and no decrease shall have the effect of shortening the term of any incumbent director. Directors shall be elected annually by the shareholders, and the persons receiving the greatest number of votes shall be the directors. Each director elected shall hold office until the successor of such director is elected and qualified or until the death or resignation of such director or the removal of such director. Directors need not be residents of the State of Minnesota or shareholders of this corporation.

SECTION 3.2   Resignation.  Any director may resign by giving written notice to the corporation. Any such resignation shall take effect at the time of receipt of notice thereof or at any later time specified therein, and, unless expressly required, acceptance of such resignation shall not be necessary to make it effective.

SECTION 3.3   Vacancies and Newly Created Directorships.  Any vacancy in the Board of Directors (whether resulting from death, resignation, removal or otherwise) and any newly created directorship may be filled by the affirmative vote of a majority of the directors then in office, though less than a quorum.

SECTION 3.4   Regular Meetings.  An annual meeting of the Board of Directors shall be held, without notice other than this by-law, immediately after, and at the same place as, the annual meeting of shareholders of the corporation. Additional regular meetings of the Board of Directors may be held without notice at such times, dates and places as may be fixed by the Board of Directors.

SECTION 3.5   Special Meetings.  Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors (if a Chairman shall have been elected), or any two directors, and such meetings shall be held at such time, date and place as shall be designated in the call. Except as otherwise prescribed by the Business Corporation Act of the State of Minnesota as amended from time to time (the “Minnesota Statute”) written or actual oral notice of the time, date and place of each special meeting, addressed to each director at such director’s business address, shall be given at least 48 hours prior to such meeting. Such written notice may be delivered in person, mailed or transmitted by telegram, or, if the addressee has such equipment, by telex or teletype, and shall be deemed to have been given when delivered in person or to the telegraph company, when transmitted on telex or teletype equipment, or 48 hours after deposit in the United States mail postage prepaid. Any director may waive notice of any meeting.

2

SECTION 3.6   Quorum.  A majority of the whole Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. If a quorum shall not be present at any meeting, a majority of the directors present may adjourn the meeting without notice other than announcement at the meeting to any other time, date and place.

Any member of the Board of Directors or of any committee designated by the Board may participate in a meeting of the directors or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by means of such equipment shall constitute presence in person at such meeting.

SECTION 3.7   Presumption of Assent.  Unless otherwise provided by the Minnesota Statute, a director of the corporation who is present at a meeting of the Board of Directors at which action is taken on any corporate matter shall be presumed to have assented to the action taken unless the dissent of such director shall be entered in the minutes of the meeting or unless such director shall file a written dissent to such action with the person acting as Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

SECTION 3.8   Action without Meeting.  Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if a written consent thereto is signed by all members of the board or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.

SECTION 3.9   Executive Committee.  The Board of Directors may, by resolution passed by a majority of the number of directors fixed by these by-laws, designate one or more directors of the corporation to constitute an executive committee, which, to the extent provided in such resolution and by Minnesota law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers that may require it.

SECTION 3.10   Other Committees.  The Board of Directors may, by resolution passed by a majority of the number of directors fixed by these by-laws, designate such other committees as it may from time to time determine. Each such committee shall consist of such number of directors, shall serve for such term and shall have and may exercise, during intervals between meetings of the Board of Directors, such lawfully delegable duties, functions and powers as the Board of Directors may from time to time prescribe.

SECTION 3.11   Quorum and Manner of Acting—Committees.  The presence of a majority of members of any committee shall constitute a quorum for the transaction of business at any meeting of such committee, and the act of a majority of those present shall be necessary for the taking of any action at such meeting.

3

SECTION 3.12   Committee Chairman, Books and Records, Etc.  The chairman of each committee shall be selected from among the members of the committee by the Board of Directors. Each committee shall keep a record of its acts and proceedings, and all actions of each committee shall be reported to the Board of Directors at its next meeting. Each committee shall fix its own rules of procedure not inconsistent with these by-laws or the resolution of the Board of Directors designating such committee and shall meet at such times and places and upon such call or notice as shall be provided by such rules.

ARTICLE IV
OFFICERS

SECTION 4.1   Designation of Officers.  The officers of the corporation shall be a President, one or more Vice Presidents (who may be designated by class or function), a Treasurer, a Secretary and such other officers (including Assistant Treasurers and Assistant Secretaries) as the Board of Directors may elect. The Board of Directors may at any time, in its discretion, elect a Chairman of the Board of Directors (the “Chairman”) to be the chief executive officer of the corporation and to have the other powers and duties set forth herein.

SECTION 4.2   Election and Term.  Each officer shall be elected by the Board of Directors to serve until the successor thereof is elected or until the earlier resignation or removal of such officer.

SECTION 4.3   Resignation, Removal and Vacancies.  Any officer may resign by giving written notice to the Chairman or the Secretary. Any such resignation shall take effect at the time of receipt of notice thereof or at any later time specified therein, and, unless expressly required, acceptance of such resignation shall not be necessary to make it effective. Any officer may be removed, with or without cause, by a majority of the directors then in office, and a vacancy in any office (whether resulting from death, resignation, removal or otherwise) may be filled by the Board of Directors. The removal of any officer shall be without prejudice to any rights such officer may have under any agreement.

SECTION 4.4   Chairman.  In the event that the Board of Directors determines to elect a Chairman pursuant to Section 4.1 hereof, the Chairman shall be the chief executive officer of the corporation and shall have authority and responsibility for the general management, direction and overall supervision, subject to the authority of the Board of Directors, of the corporation’s business and affairs and its officers and employees, and shall have the power to appoint, remove and discharge any and all employees of the corporation not elected or appointed directly by the Board of Directors. The Chairman shall preside at all meetings of the Board of Directors and shareholders and shall have authority to designate the duties and powers of other officers and delegate special powers and duties to specified officers, so long as such designation shall not be inconsistent with any statute, these by-laws or any action of the Board of Directors. The Chairman shall also have power to execute, and shall execute deeds, mortgages, bonds, contracts or other instruments of the corporation except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors or by the Chairman to some other officer or agent

4

of the corporation. The Chairman may sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by the Board of Directors. The stock in general shall have all other powers and shall perform all other duties that are normally incident to the chief executive officer of a corporation or as may be prescribed by the Board of Directors from time to time.

SECTION 4.5   President.  Prior to the time, if any, at which the Board of Directors shall elect a Chairman pursuant to Section 4.1 hereof, the President shall have the duties, responsibilities and powers set forth in Section 4.4 hereof. In the event that the Board of Directors elects a Chairman, the President, under the Chairman, and subject to the authority of the Board of Directors and the Chairman, shall be the chief operating officer of the corporation and shall be charged with implementing the policies of the corporation as determined by the Chairman and the Board of Directors. In the event that the Chairman, due to absence or any other cause, shall refuse or be unable at any time to attend to or to perform the duties of Chairman as above prescribed, the President shall perform the duties of the Chairman. The President may sign, pursuant to Section 6.1 hereof, certificates for shares of stock in the corporation, the issuance of which shall have been duly authorized by the Board of Directors. The President shall have such other powers and duties as the Board of Directors or the Chairman (if a Chairman shall have been elected) may from time to time determine.

SECTION 4.6   Vice Presidents.  In the absence of the President, or in the event of the President’s inability or refusal to act, the Vice Presidents, in order of their rank as fixed by the Board of Directors or, if not ranked, the Vice President designated by the Board of Directors or the Chairman (if a Chairman shall have been elected), shall perform all duties of the President and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties, not inconsistent with statute, these by-laws, or any action of the Board of Directors, as from time to time may be prescribed for them, respectively, by the Board of Directors or the Chairman (if a Chairman shall have been elected), which may include the execution of deeds, mortgages, bonds, contracts or other instruments of the corporation. Any Vice President may sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by the Board of Directors.

SECTION 4.7   Treasurer.  The Treasurer shall:  (a) be responsible to the Board of Directors for the receipt, custody and disbursement of all funds and securities of the corporation; (b) receive and give receipts for funds due and payable to the corporation from any source whatsoever and deposit all such funds in the name of the corporation in such banks, trust companies or other depositories as shall from time to time be selected in accordance with the provisions of Section 5.2 of these by-laws; (c) disburse the funds of the corporation as ordered by the Board of Directors or the Chairman or as otherwise required in the conduct of the business of the corporation; (d) render to the Chairman or the Board of Directors, upon request, an account of all transactions of such officer as Treasurer and of the financial condition of the corporation; and (e) in general, perform all the duties normally incident to the office of Treasurer and such other duties as may from time to time be assigned by the Chairman (if a Chairman shall have been elected), the President, the Board of Directors or these by-laws. The Treasurer may sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by resolution of the Board of Directors. The

5

Treasurer may delegate such details of the performance of duties of the office of Treasurer as may be appropriate in the exercise of reasonable care to one or more persons in the place of such officer, but shall not thereby be relieved of responsibility for the performance of such duties.

SECTION 4.8   Secretary.  The Secretary shall:  (a) keep the minutes of the meetings of the shareholders, the Board of Directors and committees of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) have charge of the corporate records and of the seal of the corporation; (d) affix the seal of the corporation or a facsimile thereof, or cause the same to be affixed, to all certificates for shares prior to the issue thereof and to all documents the execution of which on behalf of the corporation under its seal is duly authorized by the Board of Directors or otherwise in accordance with the provisions of these by-laws; (e) keep a register of the post office addresses of each shareholder, director and committee member that shall from time to time be furnished to the Secretary by such share-holder, director or member; (f) sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by resolution of the Board of Directors; (g) have general charge of the stock transfer books of the corporation; and (h) in general, perform all duties normally incident to the office of Secretary and such other duties as may from time to time be assigned by the Chairman (if a Chairman shall have been elected), the President or the Board of Directors. The Secretary may delegate such details of the performance of the duties of the office of Secretary as may be appropriate in the exercise of reasonable care to one or more persons in the place of such officer, but shall not thereby be relieved of responsibility for the performance of such duties.

SECTION 4.9   Assistant Treasurers and Assistant Secretaries.  The Assistant Treasurers and Assistant Secretaries, if any, shall perform all functions and duties that may be assigned to them by the Treasurer or Secretary, respectively, or by the Chairman (if a Chairman shall have been elected), the President or the Board of Directors. If authorized by the Treasurer or the Secretary, as the case may be, any Assistant Treasurer or Assistant Secretary may sign, pursuant to Section 6.1 hereof, certificates for shares of the corporation in place of the Treasurer or Secretary, respectively.

SECTION 4.10   Other Officers.  The Board of Directors may from time to time elect such other officers to perform such duties and responsibilities as it shall prescribe.

SECTION 4.11   Salaries.  The compensation of the officers of the corporation shall be fixed from time to time by the Board of Directors or by such officer as it shall designate for such purpose or as it shall otherwise direct. No officer shall be prevented from receiving a salary or other compensation by reason of the fact that such officer is also a director of the corporation.

ARTICLE V
CHECKS AND DEPOSITS

SECTION 5.1   Checks, Drafts, Etc.  All checks, demands, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the

6

corporation shall be signed by such officer or officers or agent or agents of the corporation, and in such manner, as shall from time to time be authorized by the Board of Directors.

SECTION 5.2   Deposits.  All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE VI
SHARE RECORDS AND TRANSFERS

SECTION 6.1   Share Certificates.  Every shareholder shall be entitled to have a certificate in such form as the Board Of Directors shall from time to time approve, signed on behalf of the corporation by the President or any elected Vice President, and by the Treasurer or the Secretary (or, if so authorized, any Assistant Treasurer or Assistant Secretary) certifying the number of shares held of record by such shareholder.

SECTION 6.2   Record Ownership. A record of the name and address of the holder of each certificate, the number of shares represented thereby, and the date of issue thereof shall be made on the corporation’s books. The corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof, and shall not be bound to recognize any equitable or other claim to or interest in any share on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by the laws of Minnesota.

SECTION 6.3   Lost Certificates.  Any person claiming a share certificate in lieu of one lost, stolen, mutilated or destroyed shall give the corporation an affidavit as to its loss, theft, mutilation or destruction. Such holder shall also, if required by the Board of Directors, give the corporation a bond, in such form and amount as may be approved by the Board of Directors (or any agent of the corporation to which authority for such approval shall have been delegated by the Board) sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft, mutilation or destruction of the certificate or the issuance of a new certificate.

SECTION 6.4   Transfer of Shares. Transfer of shares of stock shall be made on the books of the corporation only by direction of the person named in the certificate or such person’s attorney, lawfully constituted in writing, and only upon the surrender for cancellation of the certificate therefor, duly endorsed or accompanied by a written assignment of the shares evidenced thereby.

SECTION 6.5   Transfer Agent and Registrar.  The corporation may appoint one or more transfer offices or agencies, each in charge of a transfer agent designated by the Board of Directors (who shall have custody, subject to the direction of the Secretary, of the original stock ledger and stock records of the corporation) where the shares of the capital stock of the corporation of any class or series specified in such appointment shall be registered. The corporation may also appoint one or more registry offices, each in charge of a registrar designated by the Board of Directors, where its stock of any class or series specified in such appointment shall be registered. Except as otherwise provided by resolution of the Board of

7

Directors with respect to temporary certificates, no certificate for shares of capital stock of the corporation for which a transfer agent or registrar has been appointed shall be valid unless countersigned by such transfer agent and registered by such registrar authorized as aforesaid.

SECTION 6.6   Restrictions on Transfer.  Any shareholder may enter into an agreement with other shareholders or with the corporation providing for reasonable limitation or restriction on the right of such shareholder to transfer shares of capital stock of the corporation held by such shareholder, including, without limiting the generality of the foregoing, agreements granting to such other shareholders or to the corporation the right to purchase for a given period of time any of such shares. Any such limitation or restriction on the transfer of shares of this corporation may be set forth on certificates representing shares of capital stock, in which case the corporation or the transfer agent shall not be required to transfer such shares upon the books of the corporation without receipt of satisfactory evidence of compliance with the terms of such limitation or restriction.

ARTICLE VII
GENERAL PROVISIONS

SECTION 7.1   Fiscal Year.  The fiscal year of the corporation shall end on November 30 of each year.

SECTION 7.2   Voting of Securities.  Subject to control and direction of the Board of Directors, the Chairman of the Board (if a Chairman shall have been elected) or such other person as the Board of Directors may designate for such purpose either generally or in any particular instance shall have full power and authority, in the name and on behalf of the corporation, to attend, act and vote at any meeting of security holders of any company in which the corporation may hold any securities, or to consent as a security holder to any action proposed to be taken by such company. At any such meeting, or in connection with any such action, the Chairman of the Board (if a Chairman shall have been elected) or such other person shall possess and may exercise any and all rights and powers incident to the ownership of such securities which as the holder thereof, the corporation might possess and exercise, and such person may exercise such power and authority through the execution of proxies or written consents or may delegate such power and authority to any other officer, agent or employee of the corporation.

SECTION 7.3   Amendments to By-Laws.  These by-laws may be altered or repealed by the shareholders or the Board of Directors.

ARTICLE VIII
INDEMNIFICATION AND INSURANCE

SECTION 8.1   Right to Indemnification.  Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such

8

proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the corporation to the fullest extent authorized by the Minnesota Statute, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 8.2, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the corporation. The right to indemnification conferred in this Section 8.1 shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Minnesota Statute requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under Section 8.2 or otherwise. The corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

SECTION 8.2   Right of Claimant to Bring Suit.  If a claim under Section 8.1 is not paid in full by the corporation within thirty days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the Minnesota Statute for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation. Neither the failure of the corporation (including its Board of Directors, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Minnesota Statute, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel, or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

9

SECTION 8.3   Non-Exclusivity of Rights.  The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article VIII shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, by-law, agreement, vote of shareholders or disinterested directors or otherwise.

SECTION 8.4   Insurance.  The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Minnesota Statute.

10

EX-3.25

EXHIBIT 3.25

STATE OF TENNESSEE

Certificate of Incorporation

Name.	First.	The name of this corporation is DOCTOR REST, INC.
Address.	Second.	The address of the principal office of this corporation in the State of Tennessee is 419 South Main Street, Memphis, Tennessee.
Business.	Third.	The general nature of the business to be transacted by this corporation is the manufacturing, processing, buying, selling, dealing and trading in mattresses, pillows and all other merchandise of every class and description.

The foregoing clause shall be liberally construed both as to objects and powers and it is hereby specifically provided that the foregoing enumeration of specific powers of this corporation shall not be held to limit or restrict in any manner the powers of this corporation.

Stock, with Classifications and Distinguishing Characteristics, if any.	Fourth.	The maximum number of shares of stock which this corporation is authorized to have outstanding at any time is one hundred (100) shares of common stock without nominal or par value.
	Capital.	One Thoursand Dollars ($1,000.00); Dollars; and when such amount so fixed shall have been subscribed for, all subscription of the stock of this corporation shall be enforcible and it may proceed to do business in the same manner and as factly as through the maximum number of shares authorized under the provisions of the preceeding section thereof shall have been subscribed for.
Duration.	Sixth.	The time of existence of this corporation shall be perpetual.
Other Provisions. (See Sec. 5, sub-section 7 of the Corporation Act of 1929).	Seventh.

We, the undersigned, apply to the State of Tennessee, by virtue of the Laws of the land, for a Charter of Incorporation for the purposes and with the powers, etc., declared in the foregoing instrument.

Witness our hands this the 27th day of May, 1933.

Subscribing Witness:	Thomas C. Farnsworth
	Katherine Watson
	Emmett W. Braden

2

STATE OF TENNESSEE, COUNTY OF SHELBY

Personally appeared before me                a Notary Public in and for the aforesaid State and County. (Clerk of the County Court or Notary Public) the within named incorporators, Thomas C. Farnsworth, Katherine Watson and Emmett W. Braden, with whom I am personally acquainted, and who acknowledged that they executed the within application for a Charter of Incorporation for the purposes therein contained and expressed.

Witness my hand and official seal at office in Memphis, Tennessee, this 27^th day of May, 1933.

T.A. McEachern, Jr.

(Notary Public)

(If Notary Public) My Commission expires 19 day of July, 1936.

(Official Title)

(Certificate of Probate for Subscribing witness, if not Acknowledged by all of the Incorporators).

STATE OF TENNESSEE, COUNTY OF

Personally appeared before me                                                                                                                of said County, the within-named                                                                                                                                                      the subscribing witness and incorporator, with whom I am personally acquainted, and who acknowledged that he executed the within application for a Charter of Incorporation for the purposes therein contained and expressed; and the said                                                                               subscribing witness to the signatures subscribed to the within application, being first duly sworn, deposed and said that he is personally acquainted with the within-named incorporators                                                                  and they did in his presence acknowledge that they executed the within application for a charter of Incorporation for the purposes therein continued and expressed.

Witness my hand and official seal at office in                                              , Tennessee, this                                   day of                                 , 193   .

(If Notary Public) My Commission expires                            day of                           , 193

(Signature of County Court Clerk or Notary Public)

(If Notary Public) My Commission expires                            day of                              , 193   .

(Official Title)

                                                                                                                                        was this day registered and certified to by me.

This 29th day of May, 1933.	Ernest N. Haston, Secretary of State.
	Fee:  $20.00

2

STATE OF TENNESSEE

AMENDMENT TO

CHARTER OF INCORPORATION

We E.C. Haas and Mildred H. Haas the President and Secretary, respectively, of Doctor Rest, Incorporated a corporation chartered and organized under the laws of the State of Tennessee, in pursuance to directions from the directors of the corporation, hereby certify that at a meeting of the stockholders of said corporation, legally called and held at the offices of said corporation in the town of Memphis, Tennessee, a resolution in writing was adopted by an affirmative vote of the stockholders, said affirmative vote representing a majority of the shares of stock in said corporation, declaring the desire of the stockholders to amend the charter of their said company for the purpose of changing name of Doctor Rest, Inc. to Slumber Products Corporation and that said resolution was duly entered on the minutes of said corporation.

NOW THEREFORE, we certify to the fact of the adoption of said resolution by the stockholders of said corporation for the purposes above set out, to the end that this certificate may be duly recorded in the office of the Secretary of State.

Witness our hands, this the                       day of                     , 19

Edgar C. Haas

President or Vice President

Mrs. Mildred H. Haas

Secretary or Assistant Secretary

STATE OF TENNESSEE

COUNTY OF SHELBY

Personally appeared before me, a notary public of the county aforesaid Edgar C. Haas and Mrs. Mildred H. Haas with whom I am personally acquainted, and who made oath before me in due form of law that Edgar C. Haas is the President and Mrs. Mildred H. Haas is the Secretary of Doctor Rest Incorporated, and that the statements made in the foregoing certificate are true.

Witness my hand and seal at office in                           , this 10 day of February 1937.

George Owen Willard

Notary Public

(If Notary Public) My Commission expires 10 day of February, 1937.

I, A.B. BROADBENT , Secretary of State, do hereby certify that this amendment to charter with certificate attached, the foregoing of which is a true copy, was this day registered and certified to by me.  This, the 15^th day of February, 1937.

ERNEST N. HASTON, Secretary of State

Fee $10.00

5

STATE OF TENNESSEE

AMENDMENT TO

CHARTER OF INCORPORATION

We Edgar C. Haas and Mildred H. Haas the President and Secretary, respectively, of the Slumber Products Corporation, Memphis Tennessee, a corporation chartered and organized under the laws of the State of Tennessee, in pursuance to directions from the directors of the corporation, hereby certify that at a meeting of the stockholders of said corporation, legally called and held at the offices of said corporation in the town of Memphis, Tennessee, a resolution in writing was adopted by an affirmative vote of the stockholders, said affirmative vote representing a majority of the shares of stock in said corporation, declaring the desire of the stockholders to amend the charter of their said company for the purpose of increasing the authorized common capital stock to $50,000.00 and the paid in common capital stock to $25,000.00 and that said resolution was duly entered on the minutes of said corporation.

Now, therefore, we certify to the fact of the adoption of said resolution by the stockholders of said corporation for the purposes above set out, to the end that this certificate may be duly recorded in the office of the Secretary of State.

Witness our hands, this the 20 day of June, 1939.

Edgar C. Haas

President or Vice President

C.L. Joebel

Secretary or Assistant Secretary

STATE OF TENNESSEE,

County of Shelby

Personally appeared before me, a                                                      of the county aforesaid, Edgar C. Haas and C.L. Joebel with whom I am personally acquainted, and who made oath before me in due form of law that Edgar C. Haas is the President and C.L. Joebel is the Secretary of Slumber Pdt. Co., and that the statements made in the foregoing certificate are true.

Witness my hand and official seal at office in Memphis, Tennessee, this 20 day of June, 1939

S.B. Jacobs

Notary Public

SEAL

(If Notary Public) My Commission expires 7 day of May, 1941

I, A.B. BROADBENT, Secretary of State, do hereby certify that this amendment to charter with certificate attached, the foregoing of which is a true copy, was this day registered and certified by me.  This, the 23^rd day of June, 1939.

A.B. BROADBENT

Secretary of State

Fee, $20.00

2

AMENDMENT FORM
Chapter 90, Acts of 1929

STATE OF TENNESSEE

AMENDMENT TO

CHARTER OF INCORPORATION

WE Edgar C. Haas and Clara L. Jaekel the President and Secretary, respectively, of the Slumber Products Corporation, 1434 Riverside Boulevard, Memphis, Tennessee a corporation chartered and organized under the laws of the State of Tennessee, in pursuance to directions form the directors of the corporation, hereby certify that at a meeting of the stockholders of said corporation, legally called and held at the offices of said corporation in the town of Memphis, Tennessee, a resolution in writing was adopted by an affirmative vote of the stockholders, said affirmative vote representing a majority of the shares of stock in said corporation, declaring the desire of the stockholders to amend the charter of their said company for the purpose of increasing the authorized common capital stock of the company to $100,000.00, and the paid in common capital stock to $75,000.00 and that said resolution was duly entered on the minutes of said corporation.

NOW, THEREFORE, we certify to the fact of the adoption of said resolution by the stockholders of said corporation for the purposes above set out, to the end that this certificate may be duly recorded in the office of the Secretary of State.

Witness our hands, this the 11 day of August, 1943.

Edgar C. Haas

President

Clara J. Jaekel

Secretary

STATE OF TENNESSEE,
County of Shelby

Personally appeared before me, a Notary Public of the county aforesaid, Edgar C. Haas and Clara L. Jaekel with whom I am personally acquainted, and who made oath before me in due form of law that Edgar C. Haas is the President and Clara L. Jaekel is the Secretary of The Slumber Products Corporation, and that the statement make in the foregoing certificate are true.

Witness my hand and official seal at office in Memphis, Tennessee, this 11 day of August, 1943.

Dorothy V. Taylor

Notary Public

(If Notary Public)  My Commission expires 5 day of Jan. 1947

I, JOE C. CARR, Secretary of State, do hereby certify that this amendment to charter with certificate attached, the foregoing of which is a true copy,                                 , the 28^th day of August, 1943.

2

Amendment to Charter of Incorporation

AT A MEETING OF THE BOARD OF DIRECTORS OF

SLUMBER PRODUCTS CORPORATION

duly held at the office of said corporation in Memphis, Tennessee, on the 25^th day of January, 1952, the following resolution was adopted, its advisability declared and a meeting of the stockholders duly called to vote thereon; which resolution is as follows:

RESOLVED that the Charter of Incorporation, as amended, be further amended by adding thereto an Article Seventh, to read as follows:

“SEVENTH.  Cumulative Voting – Each holder of record of stock of the corporation possessing voting power shall be entitled to as many votes as shall be equal to the number of shares of stock multiplied by the number of directors to be elected and he may cast all such votes for a single director or may distribute them among the number to be voted for or any two or more of them as he may see fit.”

We, Edgar C. Haas and Clara L. Jaekel the President and Secretary, respectively, of Slumber Products Corporation, a corporation chartered and organized under the laws of the State of Tennessee, in pursuance to directions from the Directors of the corporation, hereby certify that at a meeting of the stockholders of said corporation, legally called and held at the office of said corporation in the town of Memphis, Tennessee, a resolution in writing was adopted by an affirmative vote of the stockholders, said affirmative vote representing a majority of the shares of stock in said corporation, declaring the desire of the stockholders to amend the charter of their said company for the purposes set forth in said resolution above set out, and that said resolution was duly entered on the minutes of said corporation:

Now, therefore, we hereby certify to the fact of the adoption of said resolution by the stockholders of said corporation for the purposes above set out, to the end that this certificate may be duly recorded in the office of the Secretary of State.

Witness our hands this the 31^st day of July, 1952.

Edgar C. Haas

President or Vice President

C.L. Jaekel

Secretary on Assistant Secretary

STATE OF TENNESSEE

COUNTY OF SHELBY

Personally appeared before me, a Notary Public, of the county aforesaid, Edgar C. Haas and Clara L. Jackel with whom I am personally acquainted, and who made oath before me in due form of law that Edgar C. Haas is the President and Clara L. Jackel is the Secretary of Slumber Products Corporation, and that the statements made in the foregoing certificate are true.

Witness my hand and official seal at office in Memphis, Tennessee, this 31^st day of July, 1952.

(SEAL)	Dorothy B. Embree
	Notary Public

My Commission Expires Jan. 4, 1954

(If Notary Public) My Commission expires                   day of                    , 19   .

We, the undersigned, comprising a majority of the Board of Directors of Slumber Products Corporation apply to the State of Tennessee for an amendment to the charter of that corporation for the purposes therein shown.

Witness our signatures this          day of                   , 19   .

Edgar C. Haas

A. Seessel Wayne

Curtis C. Ward

Edgar C. Haas, Jr.

Robert B. Conorun

Personally appeared before me, a Notary Public in and for the State and County of Shelby (official title), the within named Edgar C. Haas, A Seessel Wayne, Curtis G. Ward, Edgar C. Haas, Jr. and Robert B. Conorun                                                             

Directors of	Slumber Products Corporation
	(Name of Corporation)

with whom I am personally acquainted, and who acknowledge that as such Directors they executed the within application for an amendment to the charter of incorporation for the purposes therein contained and expressed.

Witness my hand and seal of office, this 31st day of July, 1952.

(SEAL)	Dorothy B. Embree
	Official Title

My Commission Expires Jan. 4, 1954

(If Notary Public) My Commission expires            day of                       , 19   .

I, JAMES H. CUMMINGS, Secretary of State, do hereby certify that this amendment with certificate attached, the foregoing of which is a true copy, was this day registered and certified to by me.  This, the 4^th day of August, 1952.

JAMES H. CUMMINGS, Secretary of State

Fee $10.00

ARTICLE OF AMENDMENT TO THE CHARTER

OF

SLUMBER PRODUCTS CORPORATION

CHANGING THE PRINCIPAL OFFICE

Pursuant to the provisions of Section 48-303 of the Tennessee General Corporation Act, the undersigned corporation adopts the following articles of amendment to its charter:

1.             The name of the corporation is:  SLUMBER PRODUCTS CORPORATION

2.             The amendment adopted is:

The address of the principal office of the corporation in the State of Tennessee shall be:

Street:	4120 AIR TRANS ROAD
City:	MEMPHIS
Zip Code:	38118
County:	SHELBY

3.  The amendment was duly adopted (at a meeting) (by the unanimous written consent) of the directors on JUNE 1, 1979. (Strike inapplicable words.)

4.  The amendment is to be effective when filed by the Secretary of State, unless otherwise stated (not later than thirty (30) days after such filing).

Dated:  September 24, 1984

SLUMBER PRODUCTS CORPORATION
Name of Corporation
By:		/s/
		Signature
PRESIDENT
	Title

Filing Fee of $10.00 required,in addition to annual report fee.

RESTATED CHARTER

OF

SLUMBER PRODUCTS CORPORATION

UNDER SECTION 48-1-304 OF THE GENERAL CORPORATION ACT

Pursuant to the provisions of Section 48-1-304 of the Tennessee General Corporation Act, the undersigned corporation adopts the following restated charter:

PART I:

1.The name of the corporation is Slumber Products Corporation.

2.The duration of the corporation is perpetual.

3.The address of the principal office of the corporation in the State of Tennessee shall be 4120 Air Trans Road, County of Shelby.

4.The corporation is for profit.

5.The purpose or purposes for which the corporation is organized are: manufacturing, processing, buying, selling, dealing and trading in mattresses, pillows and, all other merchandise of every class and description.

The foregoing clause shall be liberally construed both as to the objects and powers and it is hereby specifically provided that the foregoing enumeration of specific powers of this corporation shall not be held to limit or restrict in any manner the powers of this corporation.

6.The maximum number of shares which the corporation shall have authority to issue is One Thousand (1,000) shares, with One Hundred Dollar ($100.00) par value.

7.The corporation will not commence business until consideration of One Thousand Dollars ($1,000.00) has been received for the issuance of shares.

8.Cumulative Voting - Each holder of record of stock of the corporation possessing voting power shall be entitled to as many votes as shall be equal to the number of shares of stock multiplied by the number of directors to be elected and he may cast all such votes for a single director or may distribute them among the number to be voted for or any two or more of them as he may see fit.

9.Other provisions:  none.

PART II:

1.The date the original charter was filed by the Secretary of State was May 29, 1933.

2.The restated charter restates the text of the charter, as previously amended, without making any further amendment or change and was duly authorized at a meeting of the directors on September 17, 1986, and at a meeting of the shareholders on September 17, 1986.

Dated:  September 17, 1986.

SLUMBER PRODUCTS CORPORATION
BY:
	Howard Loveless, President

2

ARTICLE OF AMENDMENT TO THE CHARTER

OF

SLUMBER PRODUCTS CORPORATION

Pursuant to the provisions of Section 48-303 of the Tennessee General Corporation Act, the undersigned corporation adopts the following amendment to its charter:

1.     The name of the corporation is Slumber Products Corporation.

2.     The amendment adopted is “RESOLVED, that the Company’s Charter be amended to change the name of the Company from Slumber Products Corporation to Sealy Mattress Company of Memphis.”

3.     The amendment was duly adopted by the unanimous written consent of the sole stockholder on January 11, 1988.

4.     If a corporation for profit, the manner, if not set forth in such amendment, in which any exchange, reclassification or cancellation of issued shares provided for in the amendment shall be effected is as follows (if applicable, insert “None”):

None

5.     If the amendment is not to be effective when these articles are filed by the Secretary of State, the date it will be effective is __________, 19__ (not later than thirty (30) days after such filing).

Dated:  February 3, 1988

Slumber Products Corporation

     /s/ Thomas L. Smudz

By Thomas L. Smudz Vice President Finance

CHANGE OF REGISTERED AGENT/OFFICE (BY CORPORATION)

Pursuant to the provisions of Section 48-15-102 or 48-25-108 of the Tennessee Business Corporation Act of Section 48-55-102 or 48-25-108 of the Tennessee Nonprofit Corporation Act, the undersigned corporation hereby submits this application:

1.             The name of the corporation is Sealy Mattress Company of Memphis.

2.             The street address of its current registered office is 100 North Main Street, Memphis, Tennessee.

3.             If the current registered office is to be changed, the street address of the new registered office, the zip code of such office, and the county in which the office is located is 530 Gay Street, Knoxville, Tennessee 37902 — Knox County.

4.             The name of the current registered agent is Eugene Greener.

5.             If the current registered agent is to be changed, the name of the new registered agent is C T CORPORATION SYSTEM.

6.             After the change(s), the street addresses of the registered office and the business office of the registered agent will be identical.

May 6, 1988	Sealy Mattress Company of Memphis
Signature Date	Name of Corporation
Vice President	/s/ Thomas L. Smudz
Signer’s Capacity	Signature
	Thomas L. Smudz Name
	(typed or printed)

APPLICATION FOR REGISTRATION OF ASSUMED CORPORATE NAME

Pursuant to the provisions by Section 48—14—101(d) of the Tennessee Business Corporation Act or Section 48—54—101(d) of the Tennessee Nonprofit Corporation Act, the undersigned corporation hereby submits this application:

1.             The true name of the corporation is Sealy Mattress Company of Memphis.

2.             The state or country of incorporation is Tennessee.

3.             The corporation intends to transact business in Tennessee under an assumed corporate name.

4.             The corporation is for profit.

[NOTE:  Please strike the sentence which does not apply to this corporation.]

5.             The assumed corporate name the corporation proposes to use is Sealy Mattress Company.

[NOTE:  The assumed corporate name must meet the requirements of Section 48—14—101 of the Tennessee Business Corporation Act, or Section 48—54—101 of the Tennessee Nonprofit Corporation Act.]

8/17/90	Sealy Mattress Company of Memphis
Signature Date	Name of Corporation
Assistant Secretary	/s/ John D. Moran
Signer’s Capacity	Signature
	John D. MoranName
	(typed or printed)

SECRETARY OF STATE	ISSUANCE DATE:	07/26/95
CORPORATIONS SECTION JAMES K. POLK BUILDING, SUITE 1800 NASHVILLE, TENNESSEE 37243-0306	CONTROL NUMBER:	0028730

SEALY MATTRESS COMPANY OF MEMPHIS

% SEALY INC.

1228 EUCLID AVE

CLEVELAND, OH  44115

Assumed Name:	SEALY MATTRESS COMPANY
Date of Expiration:	October 5, 1995

RE:  EXPIRATION OF REGISTRATION OF ASSUMED CORPORATE NAME

Pursuant to the provisions of Section 48-14-101(3) of the Tennessee Business Corporation Act or Section 48-54-101(3) of the Tennessee Nonprofit Corporation Act, it has been determined that the registration of the assumed corporate name will expire in three (3) months.

You may renew the assumed name by completing an application for renewal of assumed corporate name within two (2) months preceding the expiration and paying the fee as prescribed in Section 48-51-303(A) or Section 48-11-303(A).  Filing fee - $10.00; Privilege Tax - $10.00; Total Amount Due; $20.00.

Failure to file the required document within the two (2) months preceding the expiration of the registration of the assumed corporate name will result in expiration of the assumed name.

APPLICATION FOR RENEWAL OF REGISTRATION OF ASSUMED CORPORATE NAME

Pursuant to the provisions of Section 48-14-101(4) of the Tennessee Business Corporation Act or Section 48-54-101(4) of the Tennessee Nonprofit Corporation Act, the undersigned corporation hereby submits this application for renewal.

1.             The true name of the corporation is Sealy Mattress Company of Memphis

2.             The state or country of Incorporation is Tennessee

3.             The corporation intends to transact business in Tennessee under an assumed corporate name.

4.             The assumed corporate name the corporation proposes to use is:  Sealy Mattress Company

[Note:  The assumed corporate name must meet the requirements of Section 48-14-101 of the Tennessee Business Corporation Act or Section 48-54-101 of the Tennessee Nonprofit Corporation Act.]

August 9, 1995	Sealy Mattress Company
Signature Date	Name of Corporation
Secretary	/s/ John D. Moran
Signer’s Capacity	Signature
	John D. Moran
	Name (typed or printed)

State of Tennessee	ISSUANCE DATE:	07/27/00
	CONTROL NUMBER:	0028730
Department of State

EXPIRATION OF REGISTRATION OF ASSUMED CORPORATE NAME

SEALY MATTRESS COMPANY OF MEMPHIS

ONE OFFICE PARKWAY

TRINITY NC  27370

Assumed Name:	SEALY MATTRESS COMPANY
Date of Expiration:	OCTOBER 5, 2000

Pursuant to the provisions of § 48-14-101(d)(1) of the Tennessee Business Corporation Act or § 48-54-101(d)(4) of the Tennessee Nonprofit Corporation Act, it has been determined that the registration of the assumed corporate name will expire in two (2) months.

You may renew the assumed name by completing an application for renewal of assumed corporate name within two (2) months preceding the expiration and paying the fees as prescribed in § 48-51-303(a)(7) or § 48-11-303(a)(7).  Filing fee - $20.00

Failure to file the required document within the two (2) months preceding the expiration of the registration of the assumed corporate name will result in expiration of the assumed name.

APPLICATION FOR RENEWAL OF REGISTRATION OF ASSUMED CORPORATE NAME

Pursuant to the provisions of § 48-14-101(4) of the Tennessee Business Corporation Act or § 48-54-101(4) of the Tennessee Nonprofit Corporation Act, the undersigned hereby submits this application for renewal:

1.             The true name of the corporation is Sealy Mattress Company of Memphis.

2.             The state or country of incorporation is Tennessee.

3.             The corporation intends to transact business in Tennessee under an assumed name.

4.             The assumed corporate name the corporation proposes to use is: Sealy Mattress Company.

NOTE:  The assumed corporate name must meet the requirements of § 48-14-101 of the Tennessee Business Corporation Act or § 48-54-101 of the Tennessee Nonprofit Corporation Act.

8/14/00	Sealy Mattress Company of Memphis
Signature Date	Name of Corporation
Vice President	/s/ David V. Sherman
Signer’s Capacity	Signature
	David V. Sherman
	Name (typed or printed)

EX-3.26

EXHIBIT 3.26

April 1, 1988

BY-LAWS
OF
SEALY MATTRESS COMPANY OF MEMPHIS

ARTICLE I
OFFICES

SECTION 1.1.   Registered Office.  The registered office of the corporation in the State of Tennessee shall be located at 6th Floor, First Tennessee Bank Building, in the City of Knoxville, and the name of the corporation’s registered agent is CT Corporation System.

SECTION 1.2.   Other Offices.  The corporation may have offices at such other places both within or without the State of Tennessee as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II
MEETINGS OF SHAREHOLDERS

SECTION 2.1.   Annual Meeting.  The annual meeting of the shareholders of the corporation shall be held at such place and time as the Board of Directors shall fix, on the first Wednesday in April of each year commencing in 1989 or on such other date as the Board shall fix, for the purpose of electing directors and transacting of such other business as may come before the meeting.

SECTION 2.2.   Special Meetings.  Special meetings of the shareholders for any purpose or purposes may be called and the time, date and location thereof designated by the Board of Directors or the Chairman of the Board of Directors (if a Chairman of the Board of Directors shall have been elected).

SECTION 2.3.   Notice of Meetings.  Written notice stating the time, date and place of each annual or special meeting of shareholders and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting.

SECTION 2.4.   Quorum.  The holders of at least a majority of the shares entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business at any meeting of shareholders. If a quorum shall not be present at any meeting, the persons holding or entitled to vote by proxy a majority of the shares entitled to vote at the meeting present or represented at the meeting may adjourn the meeting without notice other than announcement at the meeting (unless other notice is required by law) to any other time, date and place.  At any such adjourned meeting at which a quorum is present or represented, any business may be transacted that

could have been transacted at the original meeting had a quorum been present or represented.

SECTION 2.5.   Action by Consent.  Any action required or permitted to be taken by the shareholders of the corporation may be taken without a meeting if a consent in writing, setting forth the action so taken, shall he signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE III
DIRECTORS

SECTION 3.1.   Number and Election.  The number of directors shall be fixed at three (3), but may be increased or decreased from time to time by resolution of the Board of Directors, provided, that at no time shall the number of directors be less than one (1), and no decrease shall have the effect of shortening the term of any incumbent director. Directors shall be elected annually by the shareholders, and the persons receiving the greatest number of votes shall be the directors. Each director elected shall hold office until the successor of such director is elected and qualified or until the death or resignation of such director or the removal of such director. Directors need not be residents of the State of Tennessee or shareholders of this corporation.

SECTION 3.2.   Resignation.  Any director may resign by giving written notice to the corporation. Any such resignation shall take effect at the time of receipt of notice thereof or at any later time specified therein, and, unless expressly required, acceptance of such resignation shall not be necessary to make it effective.

SECTION 3.3.   Vacancies and Newly Created Directorships.  Any vacancy in the Board of Directors (whether resulting from death, resignation, removal or otherwise) and any newly created directorship may be filled by the affirmative vote of a majority of the directors then in office, though less than a quorum.

SECTION 3.4.   Regular Meetings.  An annual meeting of the Board of Directors shall be held, without notice other than this by-law, immediately after, and at the same place as, the annual meeting of shareholders of the corporation. Additional regular meetings of the Board of Directors may be held without notice at such times, dates and places as may be fixed by the Board of Directors.

SECTION 3.5.   Special Meetings.  Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors (if a Chairman shall have been elected), or any two directors, and such meetings shall be held at such time, date and place as shall be designated in the call.  Except as otherwise prescribed by the Business Corporation Act of the State of Tennessee as amended from time to time (the “Tennessee Statute”) written or actual oral notice of the time, date and place of each special meeting, addressed to each director at such director’s business address, shall be given at least 48 hours prior to such meeting. Such written notice may be delivered in person, mailed or transmitted by telegram, or, if the addressee has such equipment, by telex or teletype, and shall be deemed to have been given when delivered in person or to

2

the telegraph company, when transmitted on telex or teletype equipment, or 48 hours after deposit in the United States mail postage prepaid. Any director may waive notice of any meeting.

SECTION 3.6.   Quorum.  A majority of the whole Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. If a quorum shall not be present at any meeting, a majority of the directors present may adjourn the meeting without notice other than announcement at the meeting to any other time, date and place.

Any member of the Board of Directors or of any committee designated by the Board may participate in a meeting of the directors or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by means of such equipment shall constitute presence in person at such meeting.

SECTION 3.7.   Presumption of Assent.  Unless otherwise provided by the Tennessee Statute, a director of the corporation who is present at a meeting of the Board of Directors at which action is taken on any corporate matter shall be presumed to have assented to the action taken unless the dissent of such director shall be entered in the minutes of the meeting or unless such director shall file a written dissent to such action with the person acting as Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting.  Such right to dissent shall not apply to a director who voted in favor of such action.

SECTION 3.8.   Action without Meeting.  Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if a written consent thereto is signed by all members of the board or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.

SECTION 3.9.   Executive Committee.  The Board of Directors may, by resolution passed by a majority of the number of directors fixed by these by-laws, designate one or more directors of the corporation to constitute an executive committee, which, to the extent provided in such resolution and by Tennessee law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers that may require it.

SECTION 3.10.   Other Committees.  The Board of Directors may, by resolution passed by a majority of the number of directors fixed by these by-laws, designate such ether committees as it may from time to time determine. Each such committee shall consist of such number of directors, shall serve for such term and shall have and may exercise, during intervals between meetings of the Board of Directors, such

3

lawfully delegable duties, functions and powers as the Board of Directors may from time to time prescribe.

SECTION 3.11.   Quorum and Manner of Acting – Committees.  The presence of a majority of members of any committee shall constitute a quorum for the transaction of business at any meeting of such committee, and the act of a majority of those present shall be necessary for the taking of any action at such meeting.

SECTION 3.12.   Committee Chairman, Books and Records, Etc.  The chairman of each committee shall be selected from among the members of the committee by the Board of Directors. Each committee shall keep a record of its acts and proceedings, and all actions of each committee shall be reported to the Board of Directors at its next meeting. Each committee shall fix its own rules of procedure not inconsistent with these by-laws or the resolution of the Board of Directors designating such committee and shall meet at such times and places and upon such call or notice as shall be provided by such rules.

ARTICLE IV
OFFICERS

SECTION 4.1.   Designation of Officers.  The officers of the corporation shall be a President, one or more Vice Presidents (who may be designated by class or function), a Treasurer, a Secretary and such other officers (including Assistant Treasurers and Assistant Secretaries) as the Board of Directors may elect. The Board of Directors may at any time, in its discretion, elect a Chairman of the Board of Directors (the “Chairman”) to be the chief executive officer of the corporation and to have the other powers and duties set forth herein.

SECTION 4.2.   Election and Term.  Each officer shall be elected by the Board of Directors to serve until the successor thereof is elected or until the earlier resignation or removal of such officer.

SECTION 4.3.   Resignation, Removal and Vacancies.  Any officer may resign by giving written notice to the Chairman or the Secretary. Any such resignation shall take effect at the time of receipt of notice thereof or at any later time specified therein, and, unless expressly required, acceptance of such resignation shall not be necessary to make it effective. Any officer may be removed, with or without cause, by a majority of the directors then in office, and a vacancy in any office (whether resulting from death, resignation, removal or otherwise) may be filled by the Board of Directors. The removal of any officer shall be without prejudice to any rights such officer may have under any agreement.

SECTION 4.4.   Chairman.  In the event that the Board of Directors determines to elect a Chairman pursuant to Section 4.1 hereof, the Chairman shall be the chief executive officer of the corporation and shall have authority and responsibility for the general management, direction and overall supervision, subject to the authority of the Board of Directors, of the corporation’s business and affairs and its officers and

4

employees, and shall have the power to appoint, remove and discharge any and all employees of the corporation not elected or appointed directly by the Board of Directors. The Chairman shall preside at all meetings of the Board of Directors and shareholders and shall have authority to designate the duties and powers of other officers and delegate special powers and duties to specified officers, so long as such designation shall not be inconsistent with any statute, these by-laws or any action of the Board of Directors. The Chairman shall also have power to execute, and shall execute deeds, mortgages, bonds, contracts or other instruments of the corporation except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors or by the Chairman to some other officer or agent of the corporation. The Chairman may sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by the Board of Directors. The stock in general shall have all other powers and shall perform all other duties that are normally incident to the chief executive officer of a corporation or as may be prescribed by the Board of Directors from time to time.

SECTION 4.5.   President.  Prior to the time, if any, at which the Board of Directors shall elect a Chairman pursuant to Section 4.1 hereof, the President shall have the duties, responsibilities and powers set forth in Section 4.4 hereof. In the event that the Board of Directors elects a Chairman, the President, under the Chairman, and subject to the authority of the Board of Directors and the Chairman, shall be the chief operating officer of the corporation and shall be charged with implementing the policies of the corporation as determined by the Chairman and the Board of Directors. In the event that the Chairman, due to absence or any other cause, shall refuse or be unable at any time to attend to or to perform the duties of Chairman as above prescribed, the President shall perform the duties of the Chairman. The President may sign, pursuant to Section 6.1 hereof, certificates for shares of stock in the corporation, the issuance of which shall have been duly authorized by the Board of Directors. The President shall have such other powers and duties as the Board of Directors or the Chairman (if a Chairman shall have been elected) may from time to time determine.

SECTION 4.6.   Vice Presidents.  In the absence of the President, or in the event of the President’s inability or refusal to act, the Vice Presidents, in order of their rank as fixed by the Board of Directors or, if not ranked, the Vice President designated by the Board of Directors or the Chairman (if a Chairman shall have been elected) shall perform all duties of the President and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties, not inconsistent with statute, these by-laws, or any action of the Board of Directors, as from time to time may be prescribed for them, respectively, by the Board of Directors or the Chairman (if a Chairman shall have been elected), which may include the execution of deeds, mortgages, bonds, contracts or other instruments of the corporation. Any Vice President may sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by the Board of Directors.

5

SECTION 4.7.   Treasurer.  The Treasurer shall:  (a) be responsible to the Board of Directors for the receipt, custody and disbursement of all funds and securities of the corporation; (b) receive and give receipts for funds due and payable to the corporation from any source whatsoever and deposit all such funds in the name of the corporation in such banks, trust companies or other depositories as shall from time to time be selected in accordance with the provisions of Section 5.2 of these by-laws; (c) disburse the funds of the corporation as ordered by the Board of Directors or the Chairman or as otherwise required in the conduct of the business of the corporation; (d) render to the Chairman or the Board of Directors, upon request, an account of all transactions of such officer as Treasurer and of the financial condition of the corporation; and (e) in general, perform all the duties normally incident to the office of Treasurer and such other duties as may from time to time be assigned by the Chairman (if a Chairman shall have been elected), the President, the Board of Directors or these by-laws. The Treasurer may sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by resolution of the Board of Directors. The Treasurer may delegate such details of the performance of duties of the office of Treasurer as may be appropriate in the exercise of reasonable care to one or more persons in the place of such officer, but shall not thereby be relieved of responsibility for the performance of such duties.

SECTION 4.8.   Secretary.  The Secretary shall:  (a) keep the minutes of the meetings of the shareholders, the Board of Directors and committees of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) have charge of the corporate records and of the seal of the corporation; (d) affix the seal of the corporation or a facsimile thereof, or cause the same to be affixed, to all certificates for shares prior to the issue thereof and to all documents the execution of which on behalf of the corporation under its seal is duly authorized by the Board of Directors or otherwise in accordance with the provisions of these by-laws; (e) keep a register of the post office addresses of each shareholder, director and committee member that shall from time to time be furnished to the Secretary by such shareholder, director or member; (f) sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by resolution of the Board of Directors; (g) have general charge of the stock transfer books of the corporation; and (h) in general, perform all duties normally incident to the office of Secretary and such other duties as may from time to time be assigned by the Chairman (if a Chairman shall have been elected), the President or the Board of Directors. The Secretary may delegate such details of the performance of the duties of the office of Secretary as may be appropriate in the exercise of reasonable care to one or more persons in the place of such officer, but shall not thereby be relieved of responsibility for the performance of such duties.

SECTION 4.9.   Assistant Treasurers and Assistant Secretaries.  The Assistant Treasurers and Assistant Secretaries, if any, shall perform all functions and duties that may be assigned to them by the Treasurer or Secretary, respectively, or by the Chairman (if a Chairman shall have been elected), the President or the Board of Directors. If authorized by the Treasurer or the Secretary, as the case may be, any Assistant Treasurer or Assistant Secretary may sign, pursuant to Section 6.1 hereof,

6

certificates for shares of the corporation in place of the Treasurer or Secretary, respectively.

SECTION 4.10.   Other Officers.  The Board of Directors may from time to time elect such other officers to perform such duties and responsibilities as it shall prescribe.

SECTION 4.11.   Salaries.  The compensation of the officers of the corporation shall be fixed from time to time by the Board of Directors or by such officer as it shall designate for such purpose or as it shall otherwise direct. No officer shall be prevented from receiving a salary or other compensation by reason of the fact that such officer is also a director of the corporation.

ARTICLE V
CHECKS AND DEPOSITS

SECTION 5.1.   Checks, Drafts, Etc.  All checks, demands, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers or agent or agents of the corporation, and in such manner, as shall from time to time be authorized by the Board of Directors.

SECTION 5.2.   Deposits.  All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE VI
SHARE RECORDS AND TRANSFERS

SECTION 6.1.   Share Certificates.  Every shareholder shall be entitled to have a certificate in such form as the Board of Directors shall from time to time approve, signed on behalf of the corporation by the President or any elected Vice President, and by the Treasurer or the Secretary (or, if so authorized, any Assistant Treasurer or Assistant Secretary) certifying the number of shares held of record by such shareholder.

SECTION 6.2.   Record Ownership.  A record of the name and address of the holder of each certificate, the number of shares represented thereby, and the date of issue thereof shall be made on the corporation’s books. The corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof, and shall not be bound to recognize any equitable or other claim to or interest in any share on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by the laws of Tennessee.

SECTION 6.3.   Lost Certificates.  Any person claiming a share certificate in lieu of one lost, stolen, mutilated or destroyed shall give the corporation an affidavit as to its loss, theft, mutilation or destruction. Such holder shall also, if required by the Board of Directors, give the corporation a bond, in such form and amount as may be approved by the Board of Directors (or any agent_. of the_. corporation to which authority for such

7

approval shall have been delegated by the Board) sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft, mutilation or destruction of the certificate or the issuance of a new certificate.

SECTION 6.4.   Transfer of Shares.  Transfer of shares of stock shall be made on the books of the corporation only by direction of the person named in the certificate or such person’s attorney, lawfully constituted in writing, and only upon the surrender for cancellation of the certificate therefor, duly endorsed or accompanied by a written assignment of the shares evidenced thereby.

SECTION 6.5.   Transfer Agent and Registrar.  The corporation may appoint one or more transfer offices or agencies, each in charge of a transfer agent designated by the Board of Directors (who shall have custody, subject to the direction of the Secretary, of the original stock ledger and stock records of the corporation) where the shares of the capital stock of the corporation of any class or series specified in such appointment shall be registered. The corporation may also appoint one or more registry offices, each in charge of a registrar designated by the Board of Directors, where its stock of any class or series specified in such appointment shall be registered. Except as otherwise provided by resolution of the Board of Directors with respect to temporary certificates, no certificate for shares of capital stock of the corporation for which a transfer agent or registrar has been appointed shall be valid unless countersigned by such transfer agent and registered by such registrar authorized as aforesaid.

SECTION 6.6.   Restrictions on Transfer.  Any shareholder may enter into an agreement with other shareholders or with the corporation providing for reasonable limitation or restriction on the right of such shareholder to transfer shares of capital stock of the corporation held by such shareholder, including, without limiting the generality of the foregoing, agreements granting to such other shareholders or to the corporation the right to purchase for a given period of time any of such shares; Any such limitation or restriction on the transfer of shares of this corporation may be set forth on certificates representing shares of capital stock, in which case the corporation or the transfer agent shall not be required to transfer such shares upon the books of the corporation without receipt of satisfactory evidence of compliance with the terms of such limitation or restriction.

ARTICLE VII
GENERAL PROVISIONS

SECTION 7.1.   Fiscal Year.  The fiscal year of the corporation shall end on November 30 of each year.

SECTION 7.2.   Voting of Securities.  Subject to control and direction of the Board of Directors, the Chairman of the Board (if a Chairman shall have been elected) or such other person as the Board of Directors may designate for such purpose either generally or in any particular instance shall have full power and authority, in the name and on behalf of the corporation, to attend, act and vote at any meeting of security holders of any company in which the corporation may hold any securities, or to consent

8

as a security holder to any action proposed to be taken by such company. At any such meting, or in connection with any such action, the Chairman of the Board (if a Chairman shall have been elected) or such other person shall possess and may exercise any and all rights and powers incident to the ownership of such securities which, as the holder thereof, the corporation might possess and exercise, and such person may exercise such power and authority through the execution of proxies or written consents or may delegate such power and authority to any other officer, agent or employee of the corporation.

SECTION 7.3.   Amendments to By-Laws.  These by-laws may be altered or repealed by the shareholders or the Board of Directors.

ARTICLE VIII
INDEMNIFICATION AND INSURANCE

SECTION 8.1.   Right to Indemnification.  Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership,., joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the corporation to the fullest extent authorized by the Tennessee Statute, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided however that, except as provided in Section 8.2, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the corporation. The right to indemnification conferred in this Section 8.1 shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such_. proceeding in advance of its final disposition; provided however that, if the Tennessee Statute requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under Section 8.2 or otherwise. The

9

corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

SECTION 8.2.   Right of Claimant to Bring Suit.  If a claim under Section 8.1 is not paid in full by the corporation within thirty days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the Tennessee Statute for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation. Neither the failure of the corporation (including its Board of Directors, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Tennessee Statute, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel, or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

SECTION 8.3.   Non-Exclusivity of Rights.  The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article VIII shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, by-law, agreement, vote of shareholders or disinterested directors or otherwise.

SECTION 8.4.   Insurance. The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Tennessee Statute.

10

EX-3.27

EXHIBIT 3.27

ARTICLES OF INCORPORATION

OF

THE STEARNS & FOSTER UPHOLSTERY FURNITURE COMPANY

THE UNDERSIGNED, desiring to form a corporation for profit, under Section 1701.01 et. seq. of the Ohio General Corporation Law, does hereby certify:

FIRST:  The name of said corporation shall be THE STEARNS & FOSTER UPHOLSTERY FURNITURE COMPANY.

SECOND:  The place in the State of Ohio where its principal office is to be located is 1501 Bond Court Building, 1300 East Ninth Street, Cleveland, Ohio 46114.

THIRD:  The purpose for which it is formed is to engage in any lawful act or activity for which corporations may be formed under Sections 1701.01 to 1701.98 inclusive of the Ohio General Corporation Law.

FOURTH:  The authorized number of shares of the corporation is 1000 shares of Common Stock, $1.00 par value per Share (the “Common Stock”).

FIFTH:  The amount of stated capital with which the corporation will begin business is One Thousand Dollars ($1000.00).

SIXTH:  The following provisions are hereby agreed to for the purpose of defining, limiting and regulating the exercise of the authority of the corporation, or of the directors, or of all of the shareholders:

The corporation may in its regulations confer powers upon its board of directors in addition to the powers and authorities conferred upon it expressly by Sections 1701.01 et. seq. of the Ohio General Corporation Law.

Any meeting of the shareholders or the board of directors may be held at any place within or without the State of Ohio in the manner provided for in the regulations of the corporation.

Any amendments to the articles of incorporation may be made from time to time, and any proposal or proposition requiring the action of shareholders may be authorized from time to time by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the corporation.

SEVENTH:  The corporation reserves the right to amend, alter, change or repeat any provision contained in its articles of incorporation, in the manner now or hereafter prescribed by Sections 1701.01 et seq. of the Ohio General Corporation Law, and all rights conferred upon shareholders herein are granted subject to this reservation.

IN WITNESS WHEREOF, I have hereunto subscribed my name this 27^th day of November, 1984.

/s/ Thomas L. Smudz

(Name of Incorporator)

THOMAS L. SMUDZ

2

Original Appointment of Statutory Agent

The undersigned, being at least a majority of the incorporators of The Stearns & Foster Upholstery Furniture Company, hereby appoint Perry E. Doermann to be statutory agent upon whom any process, notice or demand required or permitted by statute to be served upon the corporation may be served.

The complete address of the agent is: 1501 Bond Court Building, 1300 East Ninth Street, Cleveland, Cuyahoga County, Ohio 44114.

Date:	September 21, 1984	/s/  Thomas L. Smudz
		Thomas L. Smudz
		Incorporated
		Incorporated
		Incorporated

3

CERTIFICATE OF AMENDMENT
BY SHAREHOLDERS TO ARTICLES OF

THE STEARNS & FOSTER UPHOLSTERY FURNITURE COMPANY

(Name of Corporation)

645107

(charter number)

Kenneth L. Walker, who is the V.P., General Counsel & Secretary of the above named Ohio corporation organized for profit, does hereby certify that: (Please check the appropriate box and complete the appropriate statements.)

o	a meeting of the shareholders was duly called and held on                  , at which meeting a quorum the shareholders was present in person or by proxy, and that by the affirmative vote of the holders of shares entitling them to exercise      % of the voting power of the corporation,
ý	In a writing signed by all the shareholders who would be entitled to notice of a meeting held or that purpose, the following resolution to amend the articles was adopted:
	RESOLVED, that the Articles of Incorporation of The Stearns & Foster Upholstery Furniture Company (the “Company”) be amended to change the name of the Company from The Stearns & Foster Upholstery Furniture Company to:  North American Bedding Company.
	RESOLVED, that the Company’s Articles of Incorporation be amended by deleting from the First Article the name of “The Stearns & Foster Upholstery Furniture Company” and substituting therefor the name “North American Bedding Company”.

IN WITNESS WHEREOF, the above named officer, acting for and on behalf of the corporation, has hereunto subscribed his name on April 27, 2001.

Signature:	/s/ Kenneth L. Walker
Title:	Vice President, General Counsel & Secretary

2

EX-3.28

EXHIBIT 3.28

4/1/88

BY-LAWS
OF
THE STEARNS & FOSTER UPHOLSTERY FURNITURE COMPANY

ARTICLE I

OFFICES

SECTION 1.1.   Registered Office.  The registered office of the corporation in the State of Ohio shall be located at 815 Superior Avenue, N.E., in the City of Cleveland, and the name of the corporation’s registered agent is C T Corporation System.

SECTION 1.2.   Other Offices.  The corporation may have offices at such other places both within or without the State of Ohio as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETINGS OF SHAREHOLDERS

SECTION 2.1.   Annual Meeting.  The annual meeting of the shareholders of the corporation shall be held at such place and time as the Board of Directors shall fix, on the first Wednesday in April of each year commencing in 1989 or on such other date as the Board shall fix, for the purpose of electing directors and transacting of such other business as may come before the meeting.

SECTION 2.2.   Special Meetings.  Special meetings of the shareholders for any purpose or purposes may be called and the time, date and location thereof designated by the Board of Directors or the Chairman of the Board of Directors (if a Chairman of the Board of Directors shall have been elected).

SECTION 2.3.   Notice of Meetings.  Written notice stating the time, date and place of each annual or special meeting of shareholders and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting.

SECTION 2.4.   Quorum.  The holders of at least a majority of the shares entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business at any meeting of shareholders.  If a quorum shall not be present at any meeting, the persons holding or entitled to vote by proxy a majority of the shares entitled to vote at the meeting present or represented at the meeting may adjourn the meeting without notice other than announcement at the meeting (unless other notice is required by law) to any other time, date and place.  At any such adjourned meeting at which a quorum is present or represented, any business may be transacted that could have been transacted at the original meeting had a quorum been present or represented.

SECTION 2.5.   Action by Consent.  Any action required or permitted to be taken by the shareholders of the corporation may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE III

DIRECTORS

SECTION 3.1.   Number and Election.  The number of directors shall be fixed at three (3), but may be increased or, subject to the provisions of Ohio law, decreased from time to time by resolution of the Board of Directors, provided, that at no time shall the number of directors be less than one (1), and no decrease shall have the effect of shortening the term of any incumbent director.  Directors shall be elected annually by the shareholders, and the persons receiving the greatest number of votes shall be the directors.  Each director elected shall hold office until the successor of such director is elected and qualified or until the death or resignation of such director or the removal of such director.  Directors need not be residents of the State of Ohio or shareholders of this corporation.

SECTION 3.2.   Resignation.  Any director may resign by giving written notice to the corporation.  Any such resignation shall take effect at the time of receipt of notice thereof or at any later time specified therein, and, unless expressly required, acceptance of such resignation shall not be necessary to make it effective.

SECTION 3.3.   Vacancies and Newly Created Directorships.  Any vacancy in the Board of Directors (whether resulting from death, resignation, removal or otherwise) and any newly created directorship may be filled by the affirmative vote of a majority of the directors then in office, though less than a quorum.

SECTION 3.4.   Regular Meetings.  An annual meeting of the Board of Directors shall be held, without notice other than this by-law, immediately after, and at the same place as, the annual meeting of shareholders of the corporation.  Additional regular meetings of the Board of Directors may be held without notice at such times, dates and places as may be fixed by the Board of Directors.

SECTION 3.5.   Special Meetings.  Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors (if a Chairman shall have been elected), or any two directors, and such meetings shall be held at such time, date and place as shall be designated in the call. Except as otherwise prescribed by the Ohio General Corporation Law as amended from time to time (the “Ohio Statute”) written or actual oral notice of the time, date and place of each special meeting, addressed to each director at such director’s business address, shall be given at least 48 hours prior to such meeting.  Such written notice may be delivered in person, mailed or transmitted by telegram, or, if the addressee has such equipment, by telex or teletype, and shall be deemed to have been given when delivered in person or to the telegraph company, when transmitted on telex or teletype equipment, or 48 hours after deposit in the United States mail postage prepaid. Any director may waive notice of any meeting.

2

SECTION 3.6.   Quorum.  A majority of the whole Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors unless a greater number is required by law or the articles of incorporation.  If a quorum shall not be present at any meeting, a majority of the directors present may adjourn the meeting without notice other than announcement at the meeting to any other time, date and place.

Any member of the Board of Directors or of any committee designated by the Board may participate in a meeting of the directors or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by means of such equipment shall constitute presence in person at such meeting.

SECTION 3.7.   Presumption of Assent.  Unless otherwise provided by the Ohio Statute, a director of the corporation who is present at a meeting of the Board of Directors at which action is taken on any corporate matter shall be presumed to have assented to the action taken unless the dissent of such director shall be entered in the minutes of the meeting or unless such director shall file a written dissent to such action with the person acting as Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

SECTION 3.8.   Action without Meeting.  Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if a written consent thereto is signed by all members of the board or of such committee, as the case may be, and such written consentis filed with the minutes of proceedings of the board or committee.

SECTION 3.9.   Executive Committee.  The Board of Directors may, by resolution passed by a majority of the number of directors fixed by these by-laws, designate three or more directors of the corporation to constitute an executive committee, which, to the extent provided in such resolution and by Ohio law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers that may require it.

SECTION 3.10.   Other Committees.  The Board of Directors may, by resolution passed by a majority of the number of directors fixed by these by-laws, designate such other committees as it may from time to time determine.  Each such committee shall consist of three or more directors, shall serve for such term and shall have and may exercise, during intervals between meetings of the Board of Directors, such lawfully delegable duties, functions and powers as the Board of Directors may from time to time prescribe.

SECTION 3.11.   Quorum and Manner of Acting — Committees.  The presence of a majority of members of any committee shall constitute a quorum for the transaction of business at any meeting of such committee, and the act of a majority of those present shall be necessary for the taking of any action at such meeting.

3

SECTION 3.12.   Committee Chairman, Books and Records, Etc.  The chairman of each committee shall be selected from among the members of the committee by the Board of Directors. Each committee shall keep a record of its acts and proceedings, and all actions of each committee shall be reported to the Board of Directors at its next meeting.  Each committee shall fix its own rules of procedure not inconsistent with these by-laws or the resolution of the Board of Directors designating such committee and shall meet at such times and places and upon such call or notice as shall be provided by such rules.

ARTICLE IV

OFFICERS

SECTION 4.1.   Designation of Officers.  The officers of the corporation shall be a President, one or more Vice Presidents (who may be designated by class or function), a Treasurer, a Secretary and such other officers (including Assistant Treasurers and Assistant Secretaries) as the Board of Directors may elect. The Board of Directors may at any time, in its discretion, elect a Chairman of the Board of Directors (the “Chairman”) to be the chief executive officer of the corporation and to have the other powers and duties set forth herein.

SECTION 4.2.   Election and Term.  Each officer shall be elected by the Board of Directors to serve until the successor thereof is elected or until the earlier resignation or removal of such officer.

SECTION 4.3.   Resignation, Removal and Vacancies.  Any officer may resign by giving written notice to the Chairman or the Secretary.  Any such resignation shall take effect at the time of receipt of notice thereof or at any later time specified therein, and, unless expressly required, acceptance of such resignation shall not be necessary to make it effective.  Any officer may be removed, with or without cause, by a majority of the directors then in office, and a vacancy in any office (whether resulting from death, resignation, removal or otherwise) may be filled by the Board of Directors.  The removal of any officer shall be without prejudice to any rights such officer may have under any agreement.

SECTION 4.4.   Chairman.  In the event that the Board of Directors determines to elect a Chairman pursuant to Section 4.1 hereof, the Chairman shall be the chief executive officer of the corporation and shall have authority and responsibility for the general management, direction and overall supervision, subject to the authority of the Board of Directors, of the corporation’s business and affairs and its officers and employees, and shall have the power to appoint, remove and discharge any and all employees of the corporation not elected or appointed directly by the Board of Directors.  The Chairman shall preside at all meetings of the Board of Directors and shareholders and shall have authority to designate the duties and powers of other officers and delegate special powers and duties to specified officers, so long as such designation shall not be inconsistent with any statute, these by-laws or any action of the Board of. Directors.  The Chairman shall also have power to execute, and shall execute deeds, mortgages, bonds, contracts or other instruments of the corporation except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors or by the Chairman to some other officer or agent of the corporation.  The Chairman may sign, pursuant to Section 6.1 hereof, certificates for

4

shares of stock of the corporation, the issuance of which shall have been duly authorized by the Board of Directors.  The stock in general shall have all other powers and shall perform all other duties that are normally incident to the chief executive officer of a corporation or as may be prescribed by the Board of Directors from time to time.

SECTION 4.5.   President.  Prior to the time, if any, at which the Board of Directors shall elect a Chairman pursuant to Section 4.1 hereof, the President shall have the duties, responsibilities and powers set forth in Section 4.4 hereof. In the event that the Board of Directors elects a Chairman, the President, under the Chairman, and subject to the authority of the Board of Directors and the Chairman, shall be the chief operating officer of the corporation and shall be charged with implementing the policies of the corporation as determined by the Chairman and the Board of Directors.  In the event that the Chairman, due to absence or any other cause, shall refuse or be unable at any time to attend to or to perform the duties of Chairman as above prescribed, the President shall perform the duties of the Chairman.  The President may sign, pursuant to Section 6.1 hereof, certificates for shares of stock in the corporation, the issuance of which shall have been duly authorized by the Board of Directors.  The President shall have such other powers and duties as the Board of Directors or the Chairman (if a Chairman shall have been elected) may from time to time determine.

SECTION 4.6.   Vice Presidents.  In the absence of the President, or in the event of the President’s inability or refusal to act, the Vice Presidents, in order of their rank as fixed by the Board of Directors or, if not ranked, the Vice President designated by the Board of Directors or the Chairman (if a Chairman shall have been elected), shall perform all duties of the President and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President.  The Vice Presidents shall have such other powers and perform such other duties, not inconsistent with statute, these by-laws, or any action of the Board of Directors, as from time to time may be prescribed for them, respectively, by the Board of Directors or the Chairman (if a Chairman shall have been elected), which may include the execution of deeds, mortgages, bonds, contracts or other instruments of the corporation.  Any Vice President may sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by the Board of Directors.

SECTION 4.7.   Treasurer.  The Treasurer shall: (a) be responsible to the Board of Directors for the receipt, custody and disbursement of all funds and securities of the corporation; (b) receive and give receipts for funds due and payable to the corporation from any source whatsoever and deposit all such funds in the name of the corporation in such banks, trust companies or other depositories as shall from time to time be selected in accordance with the provisions of Section 5.2 of these by-laws; (c) disburse the funds of the corporation as ordered by the Board of Directors or the Chairman or as otherwise required in the conduct of the business of the corporation; (d) render to the Chairman or the Board of Directors, upon request, an account of all transactions of such officer as Treasurer and of the financial condition of the corporation; and (e) in general, perform all the duties normally incident to the office of Treasurer and such other duties as may from time to time be assigned by the Chairman (if a Chairman shall have been elected), the President, the Board of Directors or these by-laws.  The Treasurer may sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by resolution of the Board of Directors.  The Treasurer may delegate such details of the performance of duties of the office of Treasurer as

5

may be appropriate in the exercise of reasonable care to one or more persons in the place of such officer, but shall not thereby be relieved of responsibility for the performance of such duties.

SECTION 4.8.   Secretary.  The Secretary shall: (a) keep the minutes of the meetings of the shareholders, the Board of Directors and committees of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) have charge of the corporate records and of the seal of the corporation; (d) affix the seal of the corporation or a facsimile thereof, or cause the same to be affixed, to all certificates for shares prior to the issue thereof and to all documents the execution of which on behalf of the corporation under its seal is duly authorized by the Board of Directors or otherwise in accordance with the provisions of these by-laws; (e) keep a register of the post office addresses of each shareholder, director and committee member that shall from time to time be furnished to the Secretary by such shareholder, director or member; (f) sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by resolution of the Board of Directors; (g) have general charge of the stock transfer books of the corporation; and (h) in general, perform all duties normally incident to the office of Secretary and such other duties as may from time to time be assigned by the Chairman (if a Chairman shall have been elected), the President or the Board of Directors.  The Secretary may delegate such details of the performance of the duties of the office of Secretary as may be appropriate in the exercise of reasonable care to one or more persons in the place of such officer, but shall not thereby be relieved of responsibility for the performance of such duties.

SECTION 4.9.   Assistant Treasurers and Assistant Secretaries.  The Assistant Treasurers and Assistant Secretaries, if any, shall perform all functions and duties that may be assigned to them by the Treasurer or Secretary, respectively, or by the Chairman (if a Chairman shall have been elected), the President or the Board of Directors.  If authorized by the Treasurer or the Secretary, as the case may be, any Assistant Treasurer or Assistant Secretary may sign, pursuant to Section 6.1 hereof, certificates for shares of the corporation in place of the Treasurer or Secretary, respectively.

SECTION 4.10.   Other Officers.  The Board of Directors may from time to time elect such other officers to perform such duties and responsibilities as it shall prescribe.

SECTION 4.11.   Salaries.  The compensation of the officers of the corporation shall be fixed from time to time by the Board of Directors or by such officer as it shall designate for such purpose or as it shall otherwise direct.  No officer shall be prevented from receiving a salary or other compensation by reason of the fact that such officer is also a director of the corporation.

ARTICLE V

CHECKS AND DEPOSITS

SECTION 5.1.   Checks, Drafts, Etc.  All checks, demands, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the

6

corporation shall be signed by such officer or officers or agent or agents of the corporation, and in such manner, as shall from time to time be authorized by the Board of Directors.

SECTION 5.2.   Deposits.  All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE VI

SHARE RECORDS AND TRANSFERS

SECTION 6.1.   Share Certificates.  Every shareholder shall be entitled to have a certificate in such form as the Board of Directors shall from time to time approve, signed on behalf of the corporation by the President or any elected Vice President, and by the Treasurer or the Secretary (or, if so authorized, any Assistant Treasurer or Assistant Secretary) certifying the number of shares held of record by such shareholder.

SECTION 6.2.   Record Ownership.  A record of the name and address of the holder of each certificate, the number of shares represented thereby, and the date of issue thereof shall be made on the corporation’s books.  The corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof, and shall not be bound to recognize any equitable or other claim to or interest in any share on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by the laws of Ohio.

SECTION 6.3.   Lost Certificates.  Any person claiming a share certificate in lieu of one lost, stolen, mutilated or destroyed shall give the corporation an affidavit as to its loss, theft, mutilation or destruction.  Such holder shall also, if required, by the Board of Directors, give the corporation a bond, in such form and amount as may be approved by the Board of Directors (or any agent of the corporation to which authority for such approval shall have been delegated by the Board) sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft, mutilation or destruction of the certificate or the issuance of a new certificate.

SECTION 6.4.   Transfer of Shares.  Transfer of shares of stock shall be made on the books of the corporation only by direction of the person named in the certificate or such person’s attorney, lawfully constituted in writing, and only upon the surrender for cancellation of the certificate therefor, duly endorsed or accompanied by a written assignment of the shares evidenced thereby.

SECTION 6.5.   Transfer Agent and Registrar.  The corporation may appoint one or more transfer offices or agencies, each in charge of a transfer agent designated by the Board of Directors (who shall have custody, subject to the direction of the Secretary, of the original stock ledger and stock records of the corporation) where the shares of the capital stock of the corporation of any class or series specified in such appointment shall be registered.  The corporation may also appoint one or more registry offices, each in charge of a registrar designated by the Board of Directors, where its stock of any class or series specified in such

7

appointment shall be registered.  Except as otherwise provided by resolution of the Board of Directors with respect to temporary certificates, no certificate for shares of capital stock of the corporation for which a transfer agent or registrar has been appointed shall be valid unless countersigned by such transfer agent and registered by such registrar authorized as aforesaid.

SECTION 6.6.   Restrictions on Transfer.  Any shareholder may enter into an agreement with other shareholders or with the corporation providing for reasonable limitation or restriction on the right of such shareholder to transfer shares of capital stock of the corporation held by such shareholder, including, without limiting the generality of the foregoing, agreements granting to such other shareholders or to the corporation the right to purchase for a given period of time any of such shares.  Any such limitation or restriction on the transfer of shares of this corporation may be set forth on certificates representing shares of capital stock, in which case the corporation or the transfer agent shall not be required to transfer such shares upon the books of the corporation without receipt of satisfactory evidence of compliance with the terms of such limitation or restriction.

ARTICLE VII

GENERAL PROVISIONS

SECTION 7.1.   Fiscal Year.  The fiscal year of the corporation shall end on November 30 of each year.

SECTION 7.2.   Voting of Securities.  Subject to control and direction of the Board of Directors, the Chairman of the Board (if a Chairman shall have been elected) or such other person as the Board of Directors may designate for such purpose either generally or in any particular instance shall have full power and authority, in the name and on behalf of the corporation, to attend, act and vote at any meeting of security holders of any company in which the corporation may hold any securities, or to consent as a security holder to any action proposed to be taken by such company. At any such meeting, or in connection with any such action, the Chairman of the Board (if a Chairman shall have been elected) or such other person shall possess and may exercise any and all rights and powers incident to the ownership of such securities which, as the holder thereof, the corporation might possess and exercise, and such person may exercise such power and authority through the execution of proxies or written consents or may delegate such power and authority to any other officer, agent or employee of the corporation.

SECTION 7.3.   Amendments to By-Laws.  Unless otherwise provided in the Ohio Statute or the articles of incorporation, these by-laws may be altered or repealed by majority vote of the shareholders.

ARTICLE VIII

INDEMNIFICATION AND INSURANCE

SECTION 8.1.   Right to Indemnification.  In addition to any indemnification provision in the articles of incorporation, each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal,

8

administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the corporation to the fullest extent authorized by the Ohio Statute, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section .8.2, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the corporation. The right to indemnification conferred in this Section 8.1 shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Ohio Statute requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under Section 8.2 or otherwise.  The corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

SECTION 8.2.   Right of Claimant to Bring Suit.  If a claim under Section 8.1 is not paid in full by the corporation within thirty days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim.  It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the Ohio Statute for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation.  Neither the failure of the corporation (including its Board of Directors, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Ohio Statute, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel, or

9

its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

SECTION 8.3.   Non-Exclusivity of Rights.  The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article VIII shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, by-law, agreement, vote of shareholders or disinterested directors or otherwise.

SECTION 8.4.   Insurance.  The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Ohio Statute.

10

EX-3.29

EXHIBIT 3.29

ARTICLES OF INCORPORATION

OF

OMT CORP.

THE UNDERSIGNED, desiring to form a corporation for profit, under Sections 1701.01 et seq. of the Revised Code of Ohio, does hereby certify:

FIRST:  The name of said corporation shall be OMT CORP.

SECOND:  The place in the State of Ohio where its principal office is to be located is 1501 Bond Court Building, 1300 East Ninth Street, Cleveland, in Cuyahoga County.

THIRD:  The purpose for which it is formed is to engage in any lawful act or activity for which corporations may be formed under Sections 1701.01 to 1701.98 inclusive of the Revised Code of Ohio.

FOURTH:  The authorized number of shares of the corporation is 1000 shares of Common Stock, with a par value of $1.00 (the “Common Stock”).

FIFTH:  The amount of stated capital with which the corporation will begin business is One Thousand Dollars ($1000.00).

SIXTH:  The following provisions are hereby agreed to for the purpose of defining, limiting and regulating the exercise of the authority of the corporation, or of the directors, or of all of the shareholders:

The corporation may in its regulations confer powers upon its board of directors in addition to the powers and authorities conferred upon it expressly by Sections 1701.01 et seq. of the Revised Code of Ohio.

Any meeting of the shareholders or the board of directors may be held at any place within or without the State of Ohio in the manner provided for in the regulations of the corporation.

Any amendments to the articles of incorporation may be made from time to time, and any proposal or proposition requiring the action of shareholders may be authorized from time to time by the affirmative vote of the holders of shares entitling them to exercise a majority of the voting power of the corporation.

SEVENTH:  The corporation reserves the right to amend, alter, change or repeal any provision contained in its articles of incorporation, in the manner now or hereafter prescribed by Sections 1701.01 et seq. of the Revised Code of Ohio, and all rights conferred upon shareholders herein are granted subject to this reservation.

IN WITNESS WHEREOF, I have hereunto subscribed my name this 6th day of July, 1984.

/s/  Sherry S. Treston

Sherry S. Treston

2

Original Appointment of Statutory Agent

The undersigned, being at least a majority of the incorporators of	OMT Corp.
	(Name of Corporation)

, hereby appoint	Perry E. Doermann	to be statutory agent upon
	(Name of Agent)

whom any process, notice or demand required or permitted by statute to be served upon the  corporation may be served.

The complete address of the agent is	1501 Bond Court Building, 1300 East Ninth Street,
	(Street)

Cleveland,	Cuyahoga	County, Ohio	44714
(City or Village)			(Zip Code)

Date:	July 16, 1984	/s/ Sherry S. Treston
		(Incorporator)
		Sherry S. Treston
		(Incorporator)
		(Incorporator)
		(Incorporator)

Instructions

1)Profit and non-profit articles of incorporation must be accompanied by an original appointment of agent, R.C. 1701.04(C), 1702.04(C).

2)The statutory agent for a corporation may be (a) a natural person who is a resident of Ohio or (b) an Ohio corporation or a foreign corporation licensed in Ohio which has a business address in this state and is explicitly authorized by its articles of incorporation to act as a statutory agent, R.C. 1701.07(A), 1702.06(A).

3)The agent’s complete street address must be given:  a post office box number is not acceptable, R.C. 1701.01(C), 1702.06(C).

4)An original appointment of agent form must be signed by at least a majority of the incorporators of the corporation, R.C. 1701.07(B), 1702.06(B).

Certificate of Amendment

By Shareholders

to the Articles of Incorporation of

OMT Corp.
(Name of Corporation)
Malcolm Candlish, who is ý  Chairman of the Board ý President o Vice President (Check one)
and John D. Moran, who is o Secretary              ý  Assistant Secretary  (Check one)
of the above named Ohio corporation for profit with its principal location at   1228 Euclid Ave., 10th Floor,	OH
Cleveland, Ohio do hereby certify that:  (check the appropriate box and complete the appropriate statements)	44115

o	a meeting of the shareholders was duly called for the purpose of adopting this amendment and held on                  , 19   , at which meeting a quorum of the shareholders was present in person or by proxy, and by the affirmative vote of the holders of shares entitling them to exercise            % of the voting power of the corporation.
ý	in a writing signed by all of the shareholders who would be entitled to notice of a meeting held for that purpose,

the following resolution to amend the articles was adopted:

RESOLVED, that Article I of the Company’s Amended Articles of Incorporation be amended and the same is hereby amended to read as follows:

“The name of the corporation shall be Sealy, Inc.
(hereinafter called the “Corporation”).

IN WITNESS WHEREOF, the above named officers, acting for and on the behalf of the corporation, have hereto subscribed their names this 6th day of March, 1990

BY	/s/ Malcolm Candlish
	(Chairman President or Vice President)
BY	/s/ John D. Moran
	(Secretary or Assistant Secretary)

NOTE:Ohio law does not permit one officer to sign in two capacities.  Two separate signatures are required, even if this necessitates the election of a second officer before the filing can be made.

EX-3.30

EXHIBIT 3.30

CODE OF REGULATIONS
OF
SEALY, INC.

ARTICLE I

OFFICES

SECTION 1.1.   Registered Office.  The registered office of the corporation in the State of Ohio shall be located at 815 Superior Avenue, N. E., in the City of Cleveland, and the name of the corporation’s registered agent is CT Corporation System.

SECTION 1.2.   Other Offices.  The corporation may have offices at such other places both within or without the State of Ohio as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETING OF STOCKHOLDERS

SECTION 2.1.   Annual Meeting.  The annual meeting of the stockholders of the corporation shall be held at such place and time as the Board of Directors shall fix, on the first Tuesday in April of each year or on such other date as the Board shall fix, for the purpose of electing directors and transacting of such other business as may come before the meeting.

SECTION 2.2.   Special Meetings.  Special meetings of the stockholders for any purpose or purposes may be called and the time, date and location thereof designated by the Board of Directors or the Chairman of the Board of Directors (if a Chairman of the Board of Directors shall have been elected).

SECTION 2.3.   Notice of Meetings.  Written notice stating the time, date and place of each annual or special meeting of stockholders and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting.

SECTION 2.4.   Quorum.  The holders of at least a majority of the stock entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business at any meeting of stockholders.  If a quorum shall not be present at any meeting, the persons holding or entitled to vote by proxy a majority of the stock entitled to vote at the meeting present or represented at the meeting may adjourn the meeting without notice other than announcement at the meeting (unless other notice is required by law) to any other time, date and place.  At any such adjourned meeting at which a quorum is present or represented, any business may be transacted that could have been transacted at the original meeting had a quorum been present or represented.

SECTION 2.5.   Action by Consent.  Any action required or permitted to be taken by the stockholders of the corporation may be taken without a meeting, without prior notice and

without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  Prompt notice of such action shall be given to all stockholders who did not consent thereto in writing.

ARTICLE III

DIRECTORS

SECTION 3.1.   Number and Election.  The number of directors shall be fixed at three (3), but may be increased or decreased from time to time by resolution of the Board of Directors, provided, that at no time shall the number of directors be less than one (1), and no decrease shall have the effect of shortening the term of any incumbent director.  Directors shall be elected annually by the stockholders, and the persons receiving the greatest number of votes shall be the directors.  Each director elected shall hold office until the successor of such director is elected and qualified or until the death or resignation of such director or the removal of such director. Directors need not be residents of the State of Ohio or stockholders of this corporation.

SECTION 3.2.   Resignation.  Any director may resign by giving written notice to the Board of Directors.  Any such resignation shall take effect at the time of receipt of notice thereof or at any later time specified therein, and unless expressly required, acceptance of such resignation shall not be necessary to make it effective.

SECTION 3.3.   Vacancies and Newly Created Directorships.  Any vacancy in the Board of Directors (whether resulting from death, resignation, removal or otherwise) and any newly created directorship may be filled by the stockholders or a majority of the directors then in office, although less than a quorum.

SECTION 3.4.   Regular Meetings.  An annual meeting of the Board of Directors shall be held, without notice other than this Code of Regulations, immediately after, and at the same place as, the annual meeting of stockholders of the corporation.  Additional regular meetings of the Board of Directors may be held without notice at such times, dates and places as may be fixed by the Board of Directors.

SECTION 3.5.   Special Meetings.  Special meetings of the Board of Directors may be called by Chairman of the Board of Directors (if a Chairman shall have been elected), or any two directors, and such meetings shall be held at such time, date and place as shall be designated in the call.  Except as otherwise prescribed by the General Corporation Law of the State of Ohio as amended from time to time (the “Ohio Statute”) written or actual oral notice of the time, date and place of each special meeting, addressed to each director at such directors business address, shall be given at least 48 hours prior to such meeting.  Such written notice may be delivered in person, mailed or transmitted by telegram, or, if the addressee has such equipment, by telex or teletype, and shall be deemed to have been given when delivered in person or to the telegraph company, when transmitted on telex or teletype equipment, or 48 hours after deposit in the United States mail postage prepaid.  Any director may waive notice of any meeting.

2

SECTION 3.6.   Quorum.  A majority of the whole Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.  If a quorum shall not be present at any meeting, a majority of the directors present may adjourn the meeting without notice other than announcement at the meeting to any other time, date or place.

Any member of the Board of Directors or of any committee designated by the Board may participate in a meeting of the directors or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by means of such equipment shall constitute presence in person at such meeting.

SECTION 3.7.   Presumption of Assent.  Unless otherwise provided by the Ohio Statute, a director of the corporation who is present at a meeting of the Board of Directors at which action is taken on any corporate matter shall be presumed to have assented to the action taken unless the dissent of such director shall be entered in the minutes of the meeting or unless such director shall file a written dissent to such action with the person acting as Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

SECTION 3.8.   Action Without Meeting.  Unless otherwise restricted by the certificate of incorporation or these Code of Regulations, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if a written consent thereto is signed by all members of the board or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.

SECTION 3.9.   Executive Committee.  The Board of Directors may, by resolution passed by a majority of the number of directors fixed by these Code of Regulations, designate one or more directors of the corporation to constitute an executive committee, which, to the extent provided in such resolution and by Ohio law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers that may require it.

SECTION 3.10.   Other Committees.  The Board of Directors may, by resolution passed by a majority of the number of directors fixed by these Code of Regulations, designate such other committees as it may from time to time determine.  Each such committee shall consist of such number of directors, shall serve for such term and shall have and may exercise, during intervals between meetings of the Board of Directors, such lawfully delegable duties, functions and powers as the Board of Directors may from time to time prescribe.

SECTION 3.11.   Quorum and Manner of Acting-Committees.  The chairman of each committee shall be selected from among the members of the committee by the Board of Directors. Each committee shall keep a record of its acts and proceedings, and all actions of each committee shall be reported to the Board of Directors at its next meeting.  Each committee shall fix its own rules of procedure not inconsistent with these Code of Regulations or the resolution

3

of the Board of Directors designating such committee and shall meet at such times and places and upon such call or notice as shall be provided by such rules.

ARTICLE IV

OFFICERS

SECTION 4.1.   Designation of Officers.  The officers of the corporation President, one or more Vice Presidents (who may be designated by class or function), a Treasurer, a Secretary and such other officers (including Assistant Treasurers and Assistant Secretaries) as the Board of Directors may elect. The Board of Directors may at any time, in its discretion, elect a Chairman of the Board of Directors (the “Chairman”) to be the chief executive officer of the corporation and to have the other powers and duties set forth herein.

SECTION 4.2.   Election and Term.  Each officer shall be elected by the Board of Directors to serve until the successor thereof is elected or until the earlier resignation or removal of such officer.

SECTION 4.3.   Resignation, Removal and Vacancies.  Any officer may resign by giving written notice to the Chairman or the Secretary.  Any such resignation shall take effect at the time of receipt of notice thereof or at any later time specified therein, and, unless expressly required, acceptance of such resignation shall not be necessary to make it effective.  Any officer may be removed, with or without cause, by a majority of the directors then in office, and a vacancy in any office (whether resulting from death, resignation, removal or otherwise) may be filled by the Board of Directors.  The removal of any officer shall be without prejudice to any rights such officer may have under any agreement.

SECTION 4.4.   Chairman.  In the event that the Board of Directors determines to elect a Chairman pursuant to Section 4.1 hereof, the Chairman shall be the chief executive officer of the corporation and shall have authority and responsibility for the general management, direction and overall supervision, subject to the authority of the Board of Directors, of the corporation’s business and affairs and its officers and employees, and shall have the power to appoint, remove and discharge any and all employees of the corporation not elected or appointed directly by the Board of Directors.  The Chairman shall preside at all meetings of the Board of Directors and stockholders and shall have authority to designate the duties and powers of other officers and delegate special powers and duties to specified officers, so long as such designation shall not be inconsistent with any statute, these Code of Regulations or any action of the Board of Directors.  The Chairman shall also have power to execute, and shall execute deeds, mortgages, bonds, contracts or other instruments of the corporation except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors or by the Chairman to some other officers or agent of the corporation.  The Chairman may sign, pursuant to Section 6.1. hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by the Board of Directors.  The Chairman in general shall have all other powers and shall perform all other duties that are normally incident to the chief executive officer of a corporation or as may be prescribed by the Board of Directors from time to time.

4

SECTION 4.5.   President.  Prior to the time, if any, at which the Board of Directors shall elect a Chairman pursuant to Section 4.1. hereof, the President shall have the duties, responsibilities and powers set forth in Section 4.4. hereof. In the event that the Board of Directors elects a Chairman, the President, under the Chairman, and subject to the authority of the Board of Directors and the Chairman, shall be the chief operating officer of the corporation and shall be charged with implementing the policies of the corporation as determined by the Chairman and the Board of Directors.  In the event that the Chairman, due to absence or any other cause, shall refuse or be unable at any time to attend to or to perform the duties of Chairman as above prescribed, the President shall perform the duties of the Chairman.  The President may sign, pursuant to Section 6.1. hereof, certificates for shares of stock in the corporation, the issuance of which shall have been duly authorized by the Board of Directors.  The President or the Chairman (if a Chairman shall have been elected) may from time to time determine.

SECTION 4.6.   Vice Presidents.  In the absence of the President, or in the event of the President’s inability or refusal to act, the Vice Presidents, in order of their rank as fixed by the Board of Directors or, if not ranked, the Vice President designated by the Board of Directors or the Chairman (if a Chairman shall have been elected), shall perform all duties of the President and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties, not inconsistent with statute, these Code of Regulations, or any action of the Board of Directors, as from time to time may be prescribed for them, respectively, by the Board of Directors or the Chairman (if a Chairman shall have been elected), which may include the execution of deeds, mortgages, bonds, contracts or other instruments of the corporation.  Any Vice President may sign, pursuant to Section 6.1. hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by the Board of Directors.

SECTION 4.7.   Treasurer.  The Treasurer shall: (a) be responsible to the Board of Directors for the receipt, custody and disbursement of all funds and securities of the corporation; (b) receive and give receipts for funds due and payable to the corporation from any source whatsoever and deposit all such funds in the name of the corporation in such banks, trust companies or other depositories as shall from time to time be selected in accordance with the provisions of Section 5.2. of these Code of Regulations; (c) disburse the funds of the corporation as ordered by the Board of Directors or the Chairman or as otherwise required in the conduct of the business of the corporation; (d) render to the Chairman or the Board of Directors, upon request, an account of all transactions of such officer as Treasurer and of the financial condition of the corporation; and (e) in general, perform all the duties normally incident to the office of Treasurer and such other duties as may from time to time be assigned by the Chairman (if a Chairman shall have been elected), the President, the Board of Directors or these Code of Regulations.  The Treasurer may sign, pursuant to Section 6.1. hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by resolution of the Board of Directors.  The Treasurer may delegate such details of the performance of duties of the office of Treasurer as may be appropriate in the exercise of reasonable care to one or more persons in the place of such officer, but shall not thereby be relieved of responsibility for the performance of such duties.

5

SECTION 4.8.   Secretary.  The Secretary shall: (a) keep the minutes of the meetings of the stockholders, the Board of Directors and committees of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these Code of Regulations or as required by law; (c) have charge of the corporate records and of the seal of the corporation; (d) affix the seal of the corporation or a facsimile thereof, or cause the same to be affixed, to all certificates for shares prior to the issue thereof and to all documents the execution of which on behalf of the corporation under its seal is duly authorized by the Board of Directors or otherwise in accordance with the provisions of these Code of Regulations; (e) keep a register of the post office addresses of each stockholder, director and committee member that shall from time to time be furnished to the Secretary by such stockholder, director or member, (f) sign, pursuant to Section 6.1. hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by resolution of the Board of Directors; (g) have general charge of the stock transfer books of the corporation; and (h) in general, perform all duties normally incident to the office of Secretary and such other duties as may from time to time be assigned by the Chairman (if a Chairman shall have been elected), the President or the Board of Directors.  The Secretary may delegate such details of the performance of the duties of the office of Secretary as may be appropriate in the exercise of reasonable care to one or more persons in the place of such officer, but shall not thereby be relieved of responsibility for the performance of such duties.

SECTION 4.9.   Assistant Treasurers and Assistant Secretaries.  The Assistant Treasurers and Assistant Secretaries, if any, shall perform all functions and duties that may be assigned to them by the Treasurer or Secretary, respectively, or by the Chairman (if a Chairman shall have been elected), the president or the Board of Directors.  If authorized by the Treasurer or the Secretary, as the case may be, any Assistant Treasurer or Assistant Secretary may sign, pursuant to Section 6.1. hereof certificates for shares of the corporation in place of the Treasurer or Secretary, respectively.

SECTION 4.10.   Other Officers.  The Board of Directors may from time to time elect such other officers to perform such duties and responsibilities as it shall prescribe.

SECTION 4.11.   Salaries.  The compensation of the officers of the corporation shall be fixed from time to time by the Board of Directors or by such officer as it shall designate for such purpose or as it shall otherwise direct.  No officer shall be prevented from receiving a salary or other compensation by reason of the fact that such officer is also a director of the corporation.

ARTICLE V

CHECKS AND DEPOSITS

SECTION 5.1.   Checks, Drafts, etc.  All checks, demands, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers or agent or agents of the corporation, and in such manner, as shall from time to time be authorized by the Board of Directors.

6

SECTION 5.2.   Deposits.  All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE VI

STOCK RECORDS AND TRANSFERS

SECTION 6.1.   Stock Certificates.  Every stockholder shall be entitled to have a certificate in such form as the Board of Directors shall from time to time approve, signed on behalf of the corporation by the Chairman, (if a Chairman shall have been elected), the president or any elected Vice President, and by the Treasurer of the Secretary (or, if so authorized, any Assistant Treasurer or Assistant Secretary) certifying the number of shares held of record by such stockholder.

SECTION 6.2.   Record Ownership.  A record of the name and address of the holder of each certificate, the number of shares represented thereby, and the date of issue thereof shall be made on the corporation’s books.  The corporation shall be entitled to treat the holder of record of any share of shares of stock as the holder in fact thereof, and shall not be bound to recognize any equitable or other claim to or interest in any share on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by the laws of Ohio.

SECTION 6.3.   Lost Certificates.  Any person claiming a stock certificate in lieu of one lost, stolen, mutilated or destroyed shall give the corporation an affidavit as to its loss, theft, mutilation or destruction. Such holder shall also, if required by the Board of Directors, give the corporation a bond, in such form and amount as may be approved by the Board of Directors (or any agent of the corporation to which authority for such approval shall have been delegated by the Board) sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft, mutilation or destruction of the certificate or the issuance of a new certificate.

SECTION 6.4.   Transfer of Stock.  Transfer of shares of stock shall be made on the books of the corporation only by direction of the person named in the certificate or such person’s attorney, lawfully constituted in writing, and only upon the surrender for cancellation of the certificate therefor, duly endorsed or accompanied by a written assignment of the shares evidenced thereby.

SECTION 6.5.   Transfer Agent and Registrar.  The corporation may appoint one or more transfer offices or agencies, each in charge of a transfer agent designated by the Board of Directors (who shall have custody, subject to the direction of the Secretary, of the original stock ledger and stock records of the corporation) where the shares of the capital stock of the corporation of any class or series specified in such appointment shall be registered.  The corporation may also appoint one or more registry offices, each in charge of a registrar designated by the Board of Directors, where its stock of any class or series specified in such appointment shall be registered.  Except as otherwise provided by resolution of the Board of Directors with respect to temporary certificates, no certificate for shares of capital stock of the

7

corporation for which a transfer agent or registrar has been appointed shall be valid unless countersigned by such transfer agent and registered by such registrar authorized as aforesaid.

SECTION 6.6.   Restrictions on Transfer.  Any stockholder may enter into an agreement with other stockholders or with the corporation providing for reasonable limitation or restriction on the right of such stockholder to transfer shares of capital stock of the corporation held by such stockholder, including, without limiting the generality of the foregoing, agreements granting to such other stockholders or to the corporation the right to purchase for a given period of time any of such shares.  Any such limitation or restriction on the transfer of shares of this corporation may be set forth on certificates representing shares of capital stock, in which case the corporation or the transfer agent shall not be required to transfer such shares upon the books of the corporation without receipt of satisfactory evidence of compliance with the terms of such limitation or restriction.

ARTICLE VII

GENERAL PROVISIONS

SECTION 7.1.   Fiscal Year.  The fiscal year of the corporation shall end on November 30 of each year.

SECTION 7.2.   Voting of Securities.  Subject to control and direction of the Board of Directors, the Chairman of the Board (if a Chairman shall have been elected) or such other person as the Board of Directors may designate for such purpose either generally or in any particular instance, shall have full power and authority, in the name and on behalf of the corporation, to attend, act and vote at any meeting of security holders of any company in which the corporation may hold any securities, or to consent as a security holder to any action proposed to be taken by such company.  At any such meeting, or in connection with any such action, the chairman of the Board (if a Chairman shall have been elected) or such other person shall possess and may exercise any and all rights and powers incident of the ownership of such securities which, as the holder thereof, the corporation might possess and exercise, and such person may exercise such power and authority through the execution of proxies or written consents or may delegate such power and authority to any other officer, agent or employee of the corporation.

SECTION 7.3.   Amendment to Code of Regulations.  These Code of Regulations may be altered or repealed by the stockholders or the Board of Directors.

ARTICLE VIII

INDEMNIFICATION AND NSURANCE

SECTION 8.1.   Right to Indemnification.  In addition to the indemnification provided in the articles of incorporation, each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee

8

or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the corporation to the fullest extent authorized by the Ohio Statute, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 8.2, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) was authorized by the Board of Directors of the corporation.  The right to indemnification conferred in this Section 8.1 shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Ohio Statute requires, the payment of such expenses incurred by a director of officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under Section 8.2. or otherwise.  The corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

SECTION 8.2.   Right of Claimant to Bring Suit.  If a claim under Section 8.1. is not paid in full by the corporation within thirty days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim.  It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the Ohio Statute for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation.  Neither the failure of the corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Ohio Statute, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

9

SECTION 8.3.   Non-Exclusivity of Rights.  The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article VIII shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, Code of Regulations, agreement, vote of stockholders or disinterested directors or otherwise.

SECTION 8.4.   Insurance.  The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Ohio Statute.

10

EX-3.31

EXHIBIT 3.31

CERTIFICATE OF THE PRESIDENT AND THE
SECRETARY OF SEALY, INCORPORATED

Richard C. Roe and Perry E. Doermann, President and Secretary, respectively, of Sealy, Incorporated, a Delaware corporation (the “Corporation”), do hereby certify that, in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware (the “Delaware Code”), the Restated Certificate of Incorporation of the Corporation attached as Exhibit A hereto was duly adopted by a Written Consent of the Directors of the Corporation Without a Meeting on September 8, 1987 in accordance with Section 141(f) of the Delaware Code, and by a Written Consent of a Stockholder of the Corporation in Lieu of a Meeting on September 8, 1987 (followed by appropriate notice) in accordance with Section 228 of the Delaware Code.

IN WITNESS WHEREOF, the undersigned have hereunto subscribed their names this 9th day of September, 1987.

/s/     Richard C. Roe

Richard C. Roe,

President

/s/     Perry E. Doermann

Perry E. Doermann,

Secretary

Exhibit A

RESTATED CERTIFICATE OF INCORPORATION
OF
SEALY, INCORPORATED

Sealy, Incorporated, a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies that:

1.             The original Certificate of Incorporation of Sealy, Incorporated was filed with the Secretary of State of Delaware on August 22, 1933 and was subsequently amended on several occasions.  A Restated Certificate of Incorporation was filed on March 13, 1972 and has been subsequently amended.

2.             This Restated Certificate of Incorporation, set forth below, was duly adopted in accordance with Sections 242 and 245 of the General Corporation Law of the State of Delaware.

FIRST:  The name of the corporation (hereinafter called the “Corporation”) is Sealy, Incorporated.

SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle.  The name of the Corporation’s registered agent at such address is The Corporation Trust Company.

THIRD: The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware, and specifically, but not by way of limitation, to manufacture, produce, prepare, buy, sell, lease, distribute, export, import, dispose of, warehouse, store, transport, ship and generally deal in and with mattresses, pillows, bedding, bed springs and furniture of all kinds, and all

articles and things used in the manufacture, production, preparation, distribution, storage and shipment thereof, and all apparatus, machinery, implements and devices for use either alone or in connection with such products, or in connection with the manufacture or production of which they are a factor.

FOURTH:  The total number of shares which the Corporation shall have authority to issue is one million (1,000,000) of which three hundred thousand (300,000) shares of the par value of ten cents ($.10) per share shall be Preferred Stock and seven hundred thousand (700,000) shares of the par value of ten cents ($.10) per share shall be Common Stock. Preferred Stock shall be issued from time to time (a) in one or more series with such distinctive serial designations; and (b) may have such voting powers, full or limited, or may be without voting powers; and (c) may be subject to redemption at such time or times and at such prices; and (d) may be entitled to receive dividends (which may be cumulative or noncumulative) at such rate or rates, on such conditions, and at such times and payable in preference to, or in such relation to, the dividends payable on any class or classes of stock; and (e) may have such rights upon the dissolution of, or upon any distribution of the assets of, the Corporation; (f) may be made convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock of the Corporation, at such price or prices or at such rates of exchange, and with such adjustments; and (g) shall have such other relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof, all as shall hereafter be stated and expressed in the resolution or resolutions providing for the issue of such Preferred Stock from time to time adopted by the Board of Directors pursuant to authority so to do which is hereby vested in the Board.

2

Each share of Common Stock shall entitled the holder thereof to one vote, in person or by proxy, at any and all meetings of the stockholders of the Corporation.  The By-Laws of the Corporation shall provide whether voting for the election of Directors shall be by written ballot.

Any and all right, title, interest and claim in or any dividends declared by the Corporation, whether in cash, stock or otherwise, which are unclaimed by the stockholder entitled thereto for a period of six years after the close of business on the payment date, shall be and be deemed to be extinguished and abandoned; and such unclaimed dividends in the possession of the Corporation, its transfer agents or other agents or depositaries, shall at such time become the absolute property of the Corporation, free and clear of any and all claims of any person whatsoever.

No holder of stock or securities of the Corporation (other than holders of voting Common Stock), as such, shall have any preemptive rights to subscribe for or purchase any additional shares of stock or securities convertible into or carrying warrants or options to acquire shares of stock of the Corporation.  Holders of voting Common Stock shall have the preemptive rights to which they are entitled under and pursuant to the common law of Delaware, provided, however, that no holder of voting Common Stock of the Corporation, as such, shall have any preemptive rights to subscribe for or purchase any additional shares of stock or securities convertible into or carrying warrants or options to acquire shares of stock of the Corporation, when such shares of stock or securities are issued (i) to an employee of the Corporation, (ii) to beneficiaries of an employee of the Corporation pursuant to exercise of a qualified stock option, (iii) to a subsidiary of the Corporation for use in the acquisition of stock or assets of another

3

business, or (iv) to acquire stock or assets of another business by the Corporation or by a subsidiary of the Corporation.

FIFTH:  The Board of Directors of the Corporation shall have the power to make, alter or amend the By-Laws of the Corporation.

SIXTH: A Director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director, except for liability (i) for any breach of the Director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the Director derived an improper personal benefit.  If the General Corporation Law of the State of Delaware is amended after approval by the stockholders of this Article SIXTH to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a Director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended.  Any repeal or modification of this Article SIXTH by the stockholders of the Corporation shall not adversely affect any right or protection of a Director of the Corporation existing at the time of such repeal or modification.

SEVENTH:  Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a Director, officer or employee of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other

4

enterprise, including service with respect to employee benefit plans (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action or inaction in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the General Corporation Law of the State of Delaware as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith, and such indemnification shall continue as to an indemnitee who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators; provided, however, that except as provided paragraph (2) of this Article SEVENTH with respect to proceedings seeking to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee seeking indemnification in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.  The right to indemnification conferred in this Article SEVENTH shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that if the General corporation Law of the State of Delaware requires, the payment of such expenses incurred by a director, officer or employee in his or her capacity as a director, officer or employee (and not in any other capacity in which service was or is rendered such indemnitee while a director, officer or

5

employee including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the Corporation of an undertaking, by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such indemnitee is not entitled to be indemnified for such expenses under this Article SEVENTH or otherwise.

If a claim under paragraph (1) of this Article SEVENTH is not paid in full by the Corporation within thirty days after a written claim has been received by the Corporation, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the indemnitee shall be entitled to be paid also the expense of prosecuting such claim.  It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the indemnitee has not met the standards of conduct which make it permissible under the General Corporation Law of the State of Delaware for the Corporation to indemnify the indemnitee for the amount claimed, but the burden of proving such defense shall be on the Corporation.  Neither the failure of the Corporation (including its Board of Directors, independent legal counsel or stockholders) to have made a determination prior to the commencement of such action that indemnification of the indemnitee is proper in the circumstances because the indemnitee has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel or stockholders) that the

6

indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the indemnity has not met the applicable standard of conduct.

The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of final disposition conferred in this Article SEVENTH shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of this Restated Certificate of Incorporation, By-Law, agreement, vote of stockholders or disinterested directors or otherwise.

The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, regardless of whether the corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware.

The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, and rights to be paid by the Corporation the expenses incurred in defending any proceeding in advance of its final disposition, to any agent of the Corporation to the fullest extent of the provisions of this Article SEVENTH with respect to the indemnification and advancement of expenses of Directors, officers and employees of the Corporation.

7

IN WITNESS WHEREOF, the undersigned, being the duly elected, qualified and acting President and Secretary of Sealy, Incorporated, do hereby execute this Restated Certificate of Incorporation this 9^th day of September, 1987.

/s/     Richard C. Roe

Richard C. Roe,

President

ATTEST:

/s/     Perry E. Doermann

Perry E. Doermann,

Secretary

8

CERTIFICATE OF MERGER
Pursuant to Section 251(c) of the
General Corporation Law of the State of Delaware

MERGER OF
SEALY MERGING CORPORATION
into and with
SEALY, INCORPORATED

FIRST:  The name and state of incorporation of each of the constituent corporations to the merger are as follows:

Name	State of Incorporation
Sealy Merging Corporation	Delaware
Sealy, Incorporated	Delaware

SECOND:  An Agreement and Plan of Merger between the parties to the merger has been (i) approved and adopted by the unanimous written consent of the stockholder of Sealy Merging Corporation in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware (“Delaware Law”) and by the written consent of the holder of a majority of the outstanding stock of Sealy, Incorporated entitled to vote thereon in accordance with the provisions of Section 228 of the Delaware Law and the written notice required pursuant to Section 228 has been waived by each stockholder entitled to notice in accordance with the provisions of Section 229 of the Delaware Law and (ii) certified, executed and acknowledged by each of the constituent corporations in accordance with the provisions of Section 251(c) of the Delaware Law.

THIRD:  The name of the surviving corporation is Sealy, Incorporated.

FOURTH:  The Restated Certificate of Sealy, Incorporated will be the Certificate of Incorporation of the surviving corporation, except that Article Fourth is amended as follows:

“FOURTH:  The total number of shares of all classes of stock that the corporation shall have authority to issue is 1,000 shares of common stock, par value $1.00 per share.”

FIFTH:  The executed Agreement and Plan of Merger is on file at the principal place of business of Sealy, Incorporated at 525 West Monroe, Chicago, Illinois 60606.

SIXTH:  A copy of the Agreement and Plan of Merger will be furnished by Sealy, Incorporated, on request and without charge, to any stockholder of either constituent corporation.

IN WITNESS WHEREOF, Sealy, Incorporated has caused this certificate to be signed by its President and attested by its Secretary, this 1^st day of October, 1987.

	SEALY, INCORPORATED
	By:	/s/     Richard C. Roe
		Richard C. Roe, President
ATTEST:
/s/     Perry E. Doermann
Perry E. Doermann,
Secretary

CERTIFICATE OF AMENDMENT

OF

RESTATED CERTIFICATE OF INCORPORATION

Sealy, Incorporated, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

FIRST:  That the Board of Directors of said corporation, at a meeting duly held, adopted a resolution proposing and declaring advisable the following amendment to the Restated Certificate of Incorporation:

“RESOLVED, that the Company’s Restated Certificate of Incorporation be amended to change the name of the Company from Sealy, Incorporated to “The Ohio Mattress Company Licensing and Components Group”.

“RESOLVED FURTHER, that the above resolution to change the Company’s name be recommended for approval by the sole stockholder of the Company.”

SECOND:  That in lieu of a meeting and vote of stockholders, the stockholders have given unanimous written consent to said amendment in accordance with the provisions of section 228 of the General Corporation Law of the State of Delaware.

THIRD:  That the aforesaid amendment was duly adopted in accordance with the applicable provisions of sections 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed by its Vice-president and attested by its Assistant Secretary this 3rd day of February, 1988.

		Sealy, Incorporated
		By		/s/ Thomas L. Smudz
			Vice President Finance
ATTEST
By	John D. Moran
	Assistant Secretary

2

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

COMFORTSOURCE SLEEP CENTER, INC.

INTO

THE OHIO MATTRESS COMPANY

LICENSING AND COMPONENTS GROUP

The Ohio Mattress Company Licensing and Components Group, a corporation organized and existing under the laws of Delaware, DOES HEREBY CERTIFY:

FIRST:  That this corporation was incorporated on the 22^nd day of August, 1933, pursuant to the General Corporation Law of the State of Delaware.

SECOND:  That this corporation owns all of the outstanding shares of the stock of ComfortSource Sleep Center, Inc., a corporation incorporated on the 8^th day of March, 1984, pursuant to the General Corporation Law of the State of Delaware.

THIRD:  That this corporation, by the following resolutions of its Board of Directors, duly adopt by the unanimous written consent of its members, filed with the minutes of the board on the 23rd day of May, 1988, determined to and did merge into itself said ComfortSource Sleep Center, Inc.

RESOLVED, that The Ohio Mattress company Licensing and Components Group merge, and it hereby does merge into itself said ComfortSource Sleep Center, Inc., and assumes all of its obligations; and

FURTHER RESOLVED, that the merger shall be effective upon the day of filing with the Secretary of Delaware.

FURTHER RESOLVED, that the proper officers of this corporation be and they hereby are directed to make and execute a Certificate of Ownership and Merger setting forth a copy of the resolutions to merge said ComfortSource Sleep Center, Inc. and assume its liabilities and obligations, and the date of adoption thereof, to cause the same to be filed with the Secretary of State and a certified copy recorded in the office of the Recorder of Deeds of New Castle County and to do all acts and things whatsoever, whether within or without the State of Delaware, which may be in anywise necessary or proper to effect said merger; and

FOURTH:  Anything herein or elsewhere to the contrary notwithstanding this merger may be amended, or terminated and abandoned by the board of directors of The Ohio Mattress Company Licensing and Components Group at any time prior to the date of filing the merger with the Secretary of State.

IN WITNESS WHEREOF, said Sealy, Incorporated has caused this certificate to be signed by Thomas L. Smudz, its Vice President, and attested by John D. Moran, its Assistant Secretary, this 21^st day of May, 1988.

	The Ohio Mattress Company Licensing and Component Group
	By:	/s/     Thomas L. Smudz
		Thomas L. Smudz
ATTEST:
/s/     John D. Moran
John D. Moran
Assistant Secretary

2

EX-3.32

EXHIBIT 3.32

BY-LAWS
OF
THE OHIO MATTRESS COMPANY
LICENSING AND COMPONENTS GROUP

ARTICLE I
OFFICES

SECTION 1.1.   Registered Office.  The registered office of the corporation in the State of Delaware shall be located at Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the name of the corporation’s registered agent is The Corporation Trust Company.

SECTION 1.2.   Other Offices.  The corporation may have offices at such other places both within or without the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

SECTION 2.1.   Annual Meeting.  The annual meeting of the stockholders of the corporation shall be held at such place and time as the Board of Directors shall fix, on the first Wednesday in April of each year commencing in 1988 or on such other date as the Board shall fix, for the purpose of electing directors and transacting of such other business as may come before the meeting.

SECTION 2.2.   Special Meetings.  Special meetings of the stockholders for any purpose or purposes may be called and the time, date and location thereof designated by the Board of Directors or the Chairman of the Board of Directors (if a Chairman of the Board of Directors shall have been elected).

SECTION 2.3.   Notice of Meetings.  Written notice stating the time, date and place of each annual or special meeting of stockholders and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting.

SECTION 2.4.   Quorum.  The holders of at least a majority of the stock entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business at any meeting of stockholders.  If a quorum shall not be present at any meeting, the persons holding or entitled to vote by proxy a majority of the stock entitled to vote at the meeting present or represented at the meeting may adjourn the meeting without notice other than announcement at the meeting (unless other notice is required by law) to any other time, date and place.  At any such adjourned meeting at which a quorum is present or represented, any business may be transacted that could have been transacted at the original meeting had a quorum been present or represented.

SECTION 2.5.   Action by Consent.  Any action required or permitted to be taken by the stockholders of the corporation may be taken without a meeting, without prior notice and

without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  Prompt notice of such action shall be given to all stockholders who did not consent thereto in writing.

ARTICLE III
DIRECTORS

SECTION 3.1.   Number and Election.  The number of directors shall be fixed at three (3), but may be increased or decreased from time to time by resolution of the Board of Directors, provided, that at no time shall the number of directors be less than one (1), and no decrease shall have the effect of shortening the term of any incumbent director.  Directors shall be elected annually by the stockholders, and the persons receiving the greatest number of votes shall be the directors.  Each director elected shall hold office until the successor of such director is elected and qualified or until the death or resignation of such director or the removal of such director.  Directors need not be residents of the State of Delaware or stockholders of this corporation.

SECTION 3.2.   Resignation.  Any director may resign by giving written notice to the Board of Directors.  Any such resignation shall take effect at the time of receipt of notice thereof or at any later time specified therein, and, unless expressly required, acceptance of such resignation shall not be necessary to make it effective.

SECTION 3.3.   Vacancies and Newly Created Directorships.  Any vacancy in the Board of Directors (whether resulting from death, resignation, removal or otherwise) and any newly created directorship may be filled by the stockholders or a majority of the directors then in office, although less than a quorum.

SECTION 3.4.   Action by Consent.  Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all directors or all members of such committee, as the case may be, consent thereto in writing and such written consent is filed with the minutes of the Board of Directors or such committee.

SECTION 3.5.   Regular Meetings.  An annual meeting of the Board of Directors shall be held, without notice other than this by-law, immediately after, and at the same place as, the annual meeting of stockholders of the corporation.  Additional regular meetings of the Board of Directors may be held without notice at such times, dates and places as may be fixed by the Board of Directors.

SECTION 3.6.   Special Meetings.  Special meetings of the Board of Directors may be called by Chairman of the Board of Directors (if a Chairman shall have been elected), or any two directors, and such meetings shall be held at such time, date and place as shall be designated in the call.  Except as otherwise prescribed by the General Corporation Law of the State of Delaware as amended from time to time (the “Delaware Statute”) written or actual oral notice of the time, date and place of each special meeting, addressed to each director at such director’s business address, shall be given at least 48 hours prior to such meeting.  Such written

2

notice may be delivered in person, mailed or transmitted by telegram, or, if the addressee has such equipment, by telex or teletype, and shall be deemed to have been given when delivered in person or to the telegraph company, when transmitted on telex or teletype equipment, or 48 hours after deposit in the United States mail postage prepaid.  Any director may waive notice of any meeting.

SECTION 3.7.   Quorum.  A majority of the whole Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.  If a quorum shall not be present at any meeting, a majority of the directors present may adjourn the meeting without notice other than announcement at the meeting to any other time, date and place.

Any member of the Board of Directors or of any committee designated by the Board may participate in a meeting of the directors or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by means of such equipment shall constitute presence in person at such meeting.

SECTION 3.8.   Presumption of Assent.  Unless otherwise provided by the Delaware Statute, a director of the corporation who is present at a meeting of the Board of Directors at which action is taken on any corporate matter shall be presumed to have assented to the action taken unless the dissent of such director shall be entered in the minutes of the meeting or unless such director shall file a written dissent to such action with the person acting as Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting.  Such right to dissent shall not apply to a director who voted in favor of such action.

SECTION 3.9.   Action Without Meeting.  Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if a written consent thereto is signed by all members of the board or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.

SECTION 3.10.   Executive Committee.  The Board of Directors may, by resolution passed by a majority of the number of directors fixed by these by-laws, designate one or more directors of the corporation to constitute an executive committee, which, to the extent provided in such resolution and by Delaware law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers that may require it.

SECTION 3.11.   Other Committees.  The Board of Directors may, by resolution passed by a majority of the number of directors fixed by these by-laws, designate such other committees as it may from time to time determine.  Each such committee shall consist of such number of directors, shall serve for such term and shall have and may exercise, during intervals

3

between meetings of the Board of Directors, such duties, functions and powers as the Board of Directors may from time to time prescribe.

SECTION 3.12.   Quorum and Manner of Acting  Committees.  The presence of a majority of members of any committee shall constitute a quorum for the transaction of business at any meeting of such committee, and the act of a majority of those present shall be necessary for the taking of any action at such meeting.

SECTION 3.13.   Committee Chairman, Books and Records, Etc.  The chairman of each committee shall be selected from among the members of the committee by the Board of Directors.  Each committee shall keep a record of its acts and proceedings, and all actions of each committee shall be reported to the Board of Directors at its next meeting.  Each committee shall fix its own rules of procedure not inconsistent with these by-laws or the resolution of the Board of Directors designating such committee and shall meet at such times and places and upon such call or notice as shall be provided by such rules.

ARTICLE IV
OFFICERS

SECTION 4.1.   Designation of Officers.  The officers of the corporation shall be a President, one or more Vice Presidents (who may be designated by class or function), a Treasurer, a Secretary and such other officers (including Assistant Treasurers and Assistant Secretaries) as the Board of Directors may elect.  The Board of Directors may at any time, in its discretion, elect a Chairman of the Board of Directors (the “Chairman”) to be the chief executive officer of the corporation and to have the other powers and duties set forth herein.

SECTION 4.2.   Election and Term.  Each officer shall be elected by the Board of Directors to serve until the successor thereof is elected or until the earlier resignation or removal of such officer.

SECTION 4.3.   Resignation, Removal and Vacancies.  Any officer may resign by giving written notice to the Chairman or the Secretary.  Any such resignation shall take effect at the time of receipt of notice thereof or at any later time specified therein, and, unless expressly required, acceptance of such resignation shall not be necessary to make it effective.  Any officer may be removed, with or without cause, by a majority of the directors then in office, and a vacancy in any office (whether resulting from death, resignation, removal or otherwise) may be filled by the Board of Directors.  The removal of any officer shall be without prejudice to any rights such officer may have under any agreement.

SECTION 4.4.   Chairman.  In the event that the Board of Directors determines to elect a Chairman pursuant to Section 4.1 hereof, the Chairman shall be the chief executive officer of the corporation and shall have authority and responsibility for the general management, direction and overall supervision, subject to the authority of the Board of Directors, of the corporation’s business and affairs and its officers and employees, and shall have the power to appoint, remove and discharge any and all employees of the corporation not elected or appointed directly by the Board of Directors.  The Chairman shall preside at all meetings of the Board of Directors and stockholders and shall have authority to designate the duties and powers of other

4

officers and delegate special powers and duties to specified officers, so long as such designation shall not be inconsistent with any statute, these by-laws or any action of the Board of Directors.  The Chairman shall also have power to execute, and shall execute deeds, mortgages, bonds, contracts or other instruments of the corporation except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors or by the Chairman to some other officer or agent of the corporation.  The Chairman may sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by the Board of Directors.  The Chairman in general shall have all other powers and shall perform all other duties that are normally incident to the chief executive officer of a corporation or as may be prescribed by the Board of Directors from time to time.

SECTION 4.5.   President.  Prior to the time, if any, at which the Board of Directors shall elect a Chairman pursuant to Section 4.1 hereof, the President shall have the duties, responsibilities and powers set forth in Section 4.4 hereof.  In the event that the Board of Directors elects a Chairman, the President, under the Chairman, and subject to the authority of the Board of Directors and the Chairman, shall be the chief operating officer of the corporation and shall be charged with implementing the policies of the corporation as determined by the Chairman and the Board of Directors.  In the event that the Chairman, due to absence or any other cause, shall refuse or be unable at any time to attend to or to perform the duties of Chairman as above prescribed, the President shall perform the duties of the Chairman.  The President may sign, pursuant to Section 6.1 hereof, certificates for shares of stock in the corporation, the issuance of which shall have been duly authorized by the Board of Directors.  The President shall have such other powers and duties as the Board of Directors or the Chairman (if a Chairman shall have been elected) may from time to time determine.

SECTION 4.6.   Vice Presidents.  In the absence of the President, or in the event of the President’s inability or refusal to act, the Vice Presidents, in order of their rank as fixed by the Board of Directors or, if not ranked, the Vice President designated by the Board of Directors or the Chairman (if a Chairman shall have been elected), shall perform all duties of the President and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President.  The Vice Presidents shall have such other powers and perform such other duties, not inconsistent with statute, these by-laws, or any action of the Board of Directors, as from time to time may be prescribed for them, respectively, by the Board of Directors or the Chairman (if a Chairman shall have been elected), which may include the execution of deeds, mortgages, bonds, contracts or other instruments of the corporation.  Any Vice President may sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by the Board of Directors.

SECTION 4.7.   Treasurer.  The Treasurer shall:  (a) be responsible to the Board of Directors for the receipt, custody and disbursement of all funds and securities of the corporation; (b) receive and give receipts for funds due and payable to the corporation from any source whatsoever and deposit all such funds in the name of the corporation in such banks, trust companies or other depositories as shall from time to time be selected in accordance with the provisions of Section 5.2 of these by-laws; (c) disburse the funds of the corporation as ordered by the Board of Directors or the Chairman or as otherwise required in the conduct of the business of the corporation; (d) render to the Chairman or the Board of Directors, upon request, an

5

account of all transactions of such officer as Treasurer and of the financial condition of the corporation; and (e) in general, perform all the duties normally incident to the office of Treasurer and such other duties as may from time to time be assigned by the Chairman (if a Chairman shall have been elected), the President, the Board of Directors or these by-laws.  The Treasurer may sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by resolution of the Board of Directors.  The Treasurer may delegate such details of the performance of duties of the office of Treasurer as may be appropriate in the exercise of reasonable care to one or more persons in the place of such officer, but shall not thereby be relieved of responsibility for the performance of such duties.

SECTION 4.8.   Secretary.  The Secretary shall:  (a) keep the minutes of the meetings of the stockholders, the Board of Directors and committees of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) have charge of the corporate records and of the seal of the corporation; (d) affix the seal of the corporation or a facsimile thereof, or cause the same to be affixed, to all certificates for shares prior to the issue thereof and to all documents the execution of which on behalf of the corporation under its seal is duly authorized by the Board of Directors or otherwise in accordance with the provisions of these by-laws; (e) keep a register of the post office addresses of each stockholder, director and committee member that shall from time to time be furnished to the Secretary by such stockholder, director or member; (f) sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by resolution of the Board of Directors; (g) have general charge of the stock transfer books of the corporation; and (h) in general, perform all duties normally incident to the office of Secretary and such other duties as may from time to time be assigned by the Chairman (if a Chairman shall have been elected), the President or the Board of Directors.  The Secretary may delegate such details of the performance of the duties of the office of Secretary as may be appropriate in the exercise of reasonable care to one or more persons in the place of such officer, but shall not thereby be relieved of responsibility for the performance of such duties.

SECTION 4.9.   Assistant Treasurers and Assistant Secretaries.  The Assistant Treasurers and Assistant Secretaries, if any, shall perform all functions and duties that may be assigned to them by the Treasurer or Secretary, respectively, or by the Chairman (if a Chairman shall have been elected), the President or the Board of Directors.  If authorized by the Treasurer or the Secretary, as the case may be, any Assistant Treasurer or Assistant Secretary may sign, pursuant to Section 6.1 hereof certificates for shares of the corporation in place of the Treasurer or Secretary, respectively.

SECTION 4.10.   Other Officers.  The Board of Directors may from time to time elect such other officers to perform such duties and responsibilities as it shall prescribe.

SECTION 4.11.   Salaries.  The compensation of the officers of the corporation shall be fixed from time to time by the Board of Directors or by such officer as it shall designate for such purpose or as it shall otherwise direct.  No officer shall be prevented from receiving a salary or other compensation by reason of the fact that such officer is also a director of the corporation.

6

ARTICLE V
CHECKS AND DEPOSITS

SECTION 5.1.   Checks, Drafts, etc.  All checks, demands, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers or agent or agents of the corporation, and in such manner, as shall from time to time be authorized by the Board of Directors.

SECTION 5.2.   Deposits.  All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE VI
STOCK RECORDS AND TRANSFERS

SECTION 6.1.   Stock Certificates.  Every stockholder shall be entitled to have a certificate in such form as the Board of Directors shall from time to time approve, signed on behalf of the corporation by the Chairman (if a Chairman shall have been elected), the President or any elected Vice President, and by the Treasurer or the Secretary (or, if so, authorized, any Assistant Treasurer or Assistant Secretary) certifying the number of shares held of record by such stockholder.

SECTION 6.2.   Record Ownership.  A record of the name and address of the holder of each certificate, the number of shares represented thereby, and the date of issue thereof shall be made on the corporation’s books.  The corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof, and shall not be bound to recognize any equitable or other claim to or interest in any share on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by the laws of Delaware.

SECTION 6.3.   Lost Certificates.  Any person claiming a stock certificate in lieu of one lost, stolen, mutilated or destroyed shall give the corporation an affidavit as to its loss, theft, mutilation or destruction.  Such holder shall also, if required by the Board of Directors, give the corporation a bond, in such form and amount as may be approved by the Board of Directors (or any agent of the corporation to which authority for such approval shall have been delegated by the Board) sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft, mutilation or destruction of the certificate or the issuance of a new certificate.

SECTION 6.4.   Transfer of Stock.  Transfer of shares of stock shall be made on the books of the corporation only by direction of the person named in the certificate or such person’s attorney, lawfully constituted in writing, and only upon the surrender for cancellation of the certificate therefor, duly endorsed or accompanied by a written assignment of the shares evidenced thereby.

SECTION 6.5.   Transfer Agent and Registrar.  The corporation may appoint one or more transfer offices or agencies, each in charge of a transfer agent designated by the Board of Directors (who shall have custody, subject to the direction of the Secretary, of the original stock

7

ledger and stock records of the corporation) where the shares of the capital stock of the corporation of any class or series specified in such appointment shall be registered.  The corporation may also appoint one or more registry offices, each in charge of a registrar designated by the Board of Directors, where its stock of any class or series specified in such appointment shall be registered.  Except as otherwise provided by resolution of the Board of Directors with respect to temporary certificates, no certificate for shares of capital stock of the corporation for which a transfer agent or registrar has been appointed shall be valid unless countersigned by such transfer agent and registered by such registrar authorized as aforesaid.

SECTION 6.6.   Restrictions on Transfer.  Any stockholder may enter into an agreement with other stockholders or with the corporation providing for reasonable limitation or restriction on the right of` such stockholder to transfer shares of capital stock of the corporation held by such stockholder, including, without limiting the generality of the foregoing, agreements granting to such other stockholders or to the corporation the right to purchase for a given period of time any of such shares.  Any such limitation or restriction on the transfer of shares of this corporation may be set forth on certificates representing shares of capital stock, in which case the corporation or the transfer agent shall not be required to transfer such shares upon the books of the corporation without receipt of satisfactory evidence of compliance with the terms of such limitation or restriction.

ARTICLE VII
GENERAL PROVISIONS

SECTION 7.1.   Fiscal Year.  The fiscal year of the corporation shall end on November 30 of each year.

SECTION 7.2.   Voting of Securities.  Subject to control and direction of the Board of Directors, the Chairman of the Board (if a Chairman shall have been elected) or such other person as the Board of Directors may designate for such purpose either generally or in any particular instance, shall have full power and authority, in the name and on behalf of the corporation, to attend, act and vote at any meeting of security holders of any company in which the corporation may hold any securities, or to consent as a security holder to any action proposed to be taken by such company.  At any such meeting, or in connection with any such action, the Chairman of the Board (if a Chairman shall have been elected) or such other person shall possess and may exercise any and all rights and powers incident to the ownership of such securities which, as the holder thereof, the corporation might possess and exercise, and such person may exercise such power and authority through the execution of proxies or written consents or may delegate such power and authority to any other officer, agent or employee of the corporation.

SECTION 7.3.   Amendments to By-Laws.  These by-laws may be altered or repealed by the stockholders or the Board of Directors.

ARTICLE VIII
INDEMNIFICATION AND INSURANCE

SECTION 8.1.   Right to Indemnification.  Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding,

8

whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the corporation to the fullest extent authorized by the Delaware Statute, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 8.2, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the corporation.  The right to indemnification conferred in this Section 8.1 shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware Statute requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under Section 8.2 or otherwise.  The corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

SECTION 8.2.   Right of Claimant to Bring Suit.  If a claim under Section 8.1 is not paid in full by the corporation within thirty days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim.  It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware Statute for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation.  Neither the failure of the corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware Statute, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel, or

9

its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

SECTION 8.3.   Non-Exclusivity of Rights.  The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article VIII shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

SECTION 8.4.   Insurance.  The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware Statute.

10

EX-3.33

Exhibit 3.33

CERTIFICATE OF INCORPORATION

OF

Sealy Mattress Manufacturing Company, Inc.

1.The name of the corporation is:

Sealy Mattress Manufacturing Company, Inc.

2.The address of its registered office in the State of Delaware is 100 West Tenth Street in the City of Wilmington, County of New Castle.  The name of its registered agent at such address is The Corporation Trust Company.

3.The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4.The total number of shares of stock which the corporation shall have authority to issue is One Thousand (1,000) and the par value of each of such shares is Ten Cents ($.10) amounting in the aggregate to One Hundred Dollars ($100.00).

5.The board of directors is authorized to make, alter or repeal the by-laws of the corporation.  Election of directors need not be by ballot.

6.The name and mailing address of the incorporator is:

L. M. Custis

100 West Tenth Street

Wilmington, Delaware 19801

I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of Delaware, do make this certificate, hereby declaring and certifying that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 21^st day of December, 1982.

/s/ L. M. Custis

L. M. Custis

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

Sealy Mattress Company of Colorado, Inc. (Colo. Dom.)

Sealy Mattress Company of Florida, Inc. (Fla. Dom.)

Sealy Mattress Company of Iowa, Inc. (Del. Dom.)

Sealy Mattress Company of Northern California (Calif. Dom.)

Sealy Mattress Company of The Northwest, Inc. (Del. Dom.)

Sealy Mattress Company of Philadelphia, Inc. (Pa. Dom.)

Sealy Mattress Company of Pittsburgh, Inc. (Pa. Dom.)

Sealy Mattress Company of Reading, Inc. (Del. Dom.)

Sealy Mattress Company of Southern California, Inc. (Calif. Dom.)

Sealy Mattress Company of Arizona, Inc. (Ariz. Dom.)

Sealy Mattress Company of The Carolinas, Inc. (Del. Dom.)

INTO

Sealy Mattress Manufacturing Company, Inc. (Del. Dom.)

* * * * * *

Sealy Mattress Manufacturing Company, Inc. a corporation organized and existing under the laws of Delaware, DOES HEREBY CERTIFY:

FIRST:  That this corporation was incorporated on the 21^st day of December, 1982, pursuant to the General Corporation Law of the State of Delaware.

SECOND:

That this corporation owns all of the outstanding shares of the stock of Sealy Mattress Company of Colorado, Inc. a corporation incorporated on the 14^th day of December, 1982, pursuant to the General Corporation Law of the State of Colorado.

That this corporation owns all of the outstanding shares of the stock of Sealy Mattress Company of Florida, Inc., a corporation incorporated on the 29^th day of August, 1972, pursuant to the General Corporation Law of the State of Florida.

That this corporation owns all of the outstanding shares of the stock of Sealy Mattress Company of Iowa, Inc., a corporation incorporated on the 25^th day of April, 1978, pursuant to the General Corporation Law of the State of Delaware.

That this corporation owns all of the outstanding shares of the stock of Sealy Mattress Company of Northern California, Inc. a corporation incorporated on the 23^rd day of February, 1973, pursuant to the General Corporation Law of the State of California.

That this corporation owns all of the outstanding shares of the stock of Sealy Mattress Company of The Northwest, Inc., a corporation incorporated on the 18^th day of December, 1979, pursuant to the General Corporation Law of the State of Delaware.

That this corporation owns all of the outstanding shares of the stock of Sealy Mattress Company of Philadelphia, Inc., a corporation incorporated on the 31st day of December, 1973, pursuant to the General Corporation Law of the State of Pennsylvania.

That this corporation owns all of the outstanding shares of the stock of Sealy Mattress Company of Pittsburgh, Inc., a corporation incorporated on the 31st day of December, 1973, pursuant to the General Corporation Law of the State of Pennsylvania.

That this corporation owns all of the outstanding shares of the stock of Sealy Mattress Company of Reading, Inc., a corporation incorporated on the 25^th day of August, 1978, pursuant to the General Corporation Law of the State of Delaware.

That this corporation owns all of the outstanding shares of the stock of Sealy Mattress Company of Southern California, Inc. a corporation incorporated on the 28^th day of December, 1973, pursuant to the General Corporation Law of the State of California.

2

That this corporation owns all of the outstanding shares of the stock of Sealy Mattress Company of Arizona, Inc., a corporation incorporated on the 28^th day of June, 1966, pursuant to the General Corporation Law of the State of Arizona.

That this corporation owns all of the outstanding shares of the stock of Sealy Mattress Company of The Carolinas, Inc. a corporation incorporated on the 28^th day of June, 1966, pursuant to the General Corporation Law of the State of Delaware.

THIRD:  That this corporation, by the following resolutions of its Board of Directors, duly adopted by the unanimous written consent of its members, filed with the minutes of the board, determined to and did merge into itself said:

Sealy Mattress Company of Colorado, Inc.

Sealy Mattress Company of Florida, Inc.

Sealy Mattress Company of Iowa, Inc.

Sealy Mattress Company of Northern California

Sealy Mattress Company of The Northwest, Inc.

Sealy Mattress Company of Philadelphia, Inc.

Sealy Mattress Company of Pittsburgh, Inc.

Sealy Mattress Company of Southern California, Inc.

Sealy Mattress Company of Arizona, Inc.

Sealy Mattress Company of The Carolinas, Inc.

Sealy Mattress Company of Reading, Inc.

RESOLVED, that Sealy Mattress Manufacturing Company, Inc. merge, and it hereby does merge into itself said:

Sealy Mattress Company of Colorado, Inc.

Sealy Mattress Company of Florida, Inc.

Sealy Mattress Company of Iowa, Inc.

Sealy Mattress Company of Northern California

Sealy Mattress Company of The Northwest, Inc.

Sealy Mattress Company of Philadelphia, Inc.

Sealy Mattress Company of Pittsburgh, Inc.

Sealy Mattress Company of Southern California, Inc.

Sealy Mattress Company of Arizona, Inc.

Sealy Mattress Company of The Carolinas, Inc.

Sealy Mattress Company of Reading, Inc.

3

and assumes all of its obligations; and

FURTHER RESOLVED, that the merger shall be effective upon the date of filing with the Secretary of State of Delaware.

FURTHER RESOLVED, that the proper officers of this corporation be and they hereby are directed to make and execute a Certificate of Ownership and Merger setting forth a copy of the resolutions to merger said:

Sealy Mattress Company of Colorado, Inc.

Sealy Mattress Company of Florida, Inc.

Sealy Mattress Company of Iowa, Inc.

Sealy Mattress Company of Northern California

Sealy Mattress Company of The Northwest, Inc.

Sealy Mattress Company of Philadelphia, Inc.

Sealy Mattress Company of Pittsburgh, Inc.

Sealy Mattress Company of Southern California, Inc.

Sealy Mattress Company of Arizona, Inc.

Sealy Mattress Company of The Carolinas, Inc.

Sealy Mattress Company of Reading, Inc.

and assume its liabilities and obligations, and the date of adoption thereof, and to cause the same to be filed with the Secretary of State and a certified copy recorded in the office of the Recorder of Deeds of New Castle County and to do all acts and things whatsoever, whether within or without the State of Delaware, which may be in anywise necessary or proper to effect said merger; and

FOURTH:  Anything herein or elsewhere to the contrary notwithstanding this merger may be terminated and abandoned by the board of directors of Sealy Mattress Manufacturing Company, Inc. at any time prior to the date of filing the merger with the Secretary of State.

4

IN WITNESS WHEREOF, said Sealy Mattress Manufacturing Company, Inc. has caused this certificate to be signed by                           , its Vice President, and attested by                              , its Assistant Secretary, this           day of December, 1982.

		Sealy Mattress Manufacturing
		Company, Inc.
		By:
			Vice President
ATTEST:
By:
	Asst. Secy.

5

Certificate of Agreement of Merger of the “SEALY MATTRESS COMPANY OF COLORADO, INC.”, a corporation organized and existing under the laws of the State of Colorado, “SEALY MATTRESS COMPANY OF FLORIDA, INC.”, a corporation organized and existing under the laws of the State of Florida, “SEALY MATTRESS COMPANY OF IOWA, INC.”, “SEALY MATTRESS COMPANY OF THE NORTHWEST, INC.”, “SEALY MATTRESS COMPANY OF READING, INC.” and “SEALY MATTRESS COMPANY OF THE CAROLINAS, INC.”, corporations organized and existing under the laws of the State of Delaware, “SEALY MATTRESS COMPANY OF NORTHERN CALIFORNIA, INC.”, and “SEALY MATTRESS COMPANY OF SOUTHERN CALIFORNIA, INC.”, corporations organized and existing under the laws of the State of California, “SEALY MATTRESS COMPANY OF PHILADELPHIA” and “SEALY MATTRESS COMPANY OF PITTSBURGH, INC.”, corporations organized and existing under the laws of the Commonwealth of Pennsylvania and “SEALY MATTRESS COMPANY OF ARIZONA, INC.”, a corporation organized and existing under the laws of the State of Arizona, merging with and into “SEALY MATTRESS MANUFACTURING COMPANY, INC.”, a corporation organized and existing under the laws of the State of Delaware, under the name of “SEALY MATTRESS MANUFACTURING COMPANY, INC.”, as received and filed in this office the thirtieth day of December, A.D. 1982, at 10 o’clock A.M.

And I do hereby further certify that the aforesaid Corporation shall be governed by the laws of the State of Delaware.

6

EX-3.34

EXHIBIT 3.34

April 1, 1988

BY-LAWS
OF
SEALY MATTRESS MANUFACTURING COMPANY, INC.

ARTICLE I
OFFICES

SECTION 1.1.   Registered Office.  The registered office of the corporation in the State of Delaware shall be located at Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the name of the corporation’s registered agent is The Corporation Trust Company.

SECTION 1.2.   Other Offices.  The corporation may have offices at such other places both within or without the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II
MEETINGS OF STOCKHOLDERS

SECTION 2.1.   Annual Meeting.  The annual meeting of the stockholders of the corporation shall be held at such place and time as the Board of Directors shall fix, on the first Wednesday in April of each year commencing in 1989 or on such other date as the Board shall fix, for the purpose of electing directors and transacting of such other business as may come before the meeting.

SECTION 2.2.   Special Meetings.  Special meetings of the stockholders for any purpose or purposes may be called and the time, date and location thereof designated by the Board of Directors or the Chairman of the Board of Directors (if a Chairman of the Board of Directors shall have been elected).

SECTION 2.3.   Notice of Meetings.  Written notice stating the time, date and place of each annual or special meeting of stockholders and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting.

SECTION 2.4.   Quorum.  The holders of at least a majority of the stock entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business at any meeting of stockholders.  If a quorum shall not be present at any meeting, the persons holding or entitled to vote by proxy a majority of the stock entitled to vote at the meeting present or represented at the meeting may adjourn the meeting without notice other than announcement at the meeting (unless other notice is required by law) to any other time, date and place.  At any such adjourned meeting at which a quorum is present or

represented, any business may be transacted that could have been transacted at the original meeting had a quorum been present or represented.

SECTION 2.5.   Action by Consent.  Any action required or permitted to be taken by the stockholders of the corporation may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  Prompt notice of such action shall be given to all stockholders who did not consent thereto in writing.

ARTICLE III
DIRECTORS

SECTION 3.1.   Number and Election.  The number of directors shall be fixed at three (3), but may be increased or decreased from time to time by resolution of the Board of Directors, provided, that at no time shall the number of directors be less than one (1), and no decrease shall have the effect of shortening the term of any incumbent director.  Directors shall be elected annually by the stockholders, and the persons receiving the greatest number of votes shall be the directors.  Each director elected shall hold office until the successor of such director is elected and qualified or until the death or resignation of such director or the removal of such director.  Directors need riot be residents of the State of Delaware or stockholders of this corporation.

SECTION 3.2.   Resignation.  Any director may resign by giving written notice to the Board of Directors.  Any such resignation shall take effect at the time of receipt of notice thereof or at any later time specified therein, and, unless expressly required, acceptance of such resignation shall not be necessary to make it effective.

SECTION 3.3.   Vacancies and Newly Created Directorships.  Any vacancy in the Board of Directors (whether resulting from death, resignation, removal or otherwise) and any newly created directorship may be filled by the stockholders or a majority of the directors then in office, although less than a quorum.

SECTION 3.4.   Regular Meetings.  An annual meeting of the Board of Directors shall be held, without notice other than this by-law, immediately after, and at the same place as, the annual meeting of stockholders of the corporation.  Additional regular meetings of the Board of Directors may be held without notice at such times, dates and places as may be fixed by the Board of Directors.

SECTION 3.5.   Special Meetings.  Special meetings of the Board of Directors may be called by Chairman of the Board of Directors (if a Chairman shall have been elected), or any two directors, and such meetings shall be held at such time, date and place as shall be designated in the call.  Except as otherwise prescribed by the General Corporation Law of the State of Delaware as amended from time to time (the “Delaware Statute”) written or actual oral notice of the time, date and place of each special meeting, addressed to each director at such

2

director’s business address, shall be given at least 48 hours prior to such meeting.  Such written notice may be delivered in person, mailed or transmitted by telegram, or, if the addressee has such equipment, by telex or teletype, and shall be deemed to have been given when delivered in person or to the telegraph company, when transmitted on telex or teletype equipment, or 48 hours after deposit in the United States mail postage prepaid.  Any director may waive notice of any meeting.

SECTION 3.6.   Quorum.  A majority of the whole Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.  If a quorum shall not be present at any meeting, a majority of the directors present may adjourn the meeting without notice other than announcement at the meeting to any other time, date and place.

Any member of the Board of Directors or of any committee designated by the Board may participate in a meeting of the directors or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by means of such equipment shall constitute presence in person at such meeting.

SECTION 3.7.   Presumption of Assent.  Unless otherwise provided by the Delaware Statute, a director of the corporation who is present at a meeting of the Board of Directors at which action is taken on any corporate matter shall be presumed to have assented to the action taken unless the dissent of such director shall be entered in the minutes of the meeting or unless such director shall file a written dissent to such action with the person acting as Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting.  Such right to dissent shall not apply to a director who voted in favor of such action.

SECTION 3.8.   Action Without Meeting.  Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if a written consent thereto is signed by all members of the board or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.

SECTION 3.9.   Executive Committee.  The Board of Directors may, by resolution passed by a majority of the number of directors fixed by these by-laws, designate one or more directors of the corporation to constitute an executive committee, which, to the extent provided in such resolution and by Delaware law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers that may require it.

SECTION 3.10.   Other Committees.  The Board of Directors may, by resolution passed by a majority of the number of directors fixed by these by-laws, designate such other committees as it may from time to time determine.  Each such committee shall consist of such number of directors, shall serve for such term and shall have and may exercise, during intervals

3

between meetings of the Board of Directors, such lawfully delegable duties, functions and powers as the Board of Directors may from time to time prescribe.

SECTION 3.11.   Quorum and Manner of Acting - Committees.  The presence of a majority of members of any committee shall constitute a quorum for the transaction of business at any meeting of such committee, and the act of a majority of those present shall be necessary for the taking of any action at such meeting.

SECTION 3.12.   Committee Chairman, Books and Records, Etc.  The chairman of each committee shall be selected from among the members of the committee by the Board of Directors.  Each committee shall keep a record of its acts and proceedings, and all actions of each committee shall be reported to the Board of Directors at its next meeting.  Each committee shall fix its own rules of procedure not inconsistent with these by-laws or the resolution of the Board of Directors designating such committee and shall meet at such times and places and upon such call or notice as shall be provided by such rules.

ARTICLE IV
OFFICERS

SECTION 4.1.   Designation of Officers.  The officers of the corporation shall be a President, one or more Vice Presidents (who may be designated by class or function), a Treasurer, a Secretary and such other officers (including Assistant Treasurers and Assistant Secretaries) as the Board of Directors may elect.  The Board of Directors may at any time, in its discretion, elect a Chairman of the Board of Directors (the “Chairman”) to be the chief executive officer of the corporation and to have the other powers and duties set forth herein.

SECTION 4.2.   Election and Term.  Each officer shall be elected by the Board of Directors to serve until the successor thereof is elected or until the earlier resignation or removal of such officer.

SECTION 4.3.   Resignation, Removal and Vacancies.  Any officer may resign by giving written notice to the Chairman or the Secretary.  Any such resignation shall take effect at the time of receipt of notice thereof or at any later time specified therein, and, unless expressly required, acceptance of such resignation shall not be necessary to make it effective.  Any officer may be removed, with or without cause, by a majority of the directors then in office, and a vacancy in any office (whether resulting from death, resignation, removal or otherwise) may be filled by the Board of Directors.  The removal of any officer shall be without prejudice to any rights such officer may have under any agreement.

SECTION 4.4.   Chairman.  In the event that the Board of Directors determines to elect a Chairman pursuant to Section 4.1 hereof, the Chairman shall be the chief executive officer of the corporation and shall have authority and responsibility for the general management, direction and overall supervision, subject to the authority of the Board of Directors, of the corporation’s business and affairs and its officers and employees, and shall have the power to appoint, remove and discharge any and all employees of the corporation not elected or appointed directly by the Board of Directors.  The Chairman shall preside at all meetings of the Board of

4

Directors and stockholders and shall have authority to designate the duties and powers of other officers and delegate special powers and duties to specified officers, so long as such designation shall not be inconsistent with any statute, these by-laws or any action of the Board of Directors.  The Chairman shall also have power to execute, and shall execute deeds, mortgages, bonds, contracts or other instruments of the corporation except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors or by the Chairman to some other officer or agent of the corporation.  The Chairman may sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by the Board of Directors.  The Chairman in general shall have all other powers and shall perform all other duties that are normally incident to the chief executive officer of a corporation or as may be prescribed by the Board of Directors from time to time.

SECTION 4.5.   President.  Prior to the time, if any, at which the Board of Directors shall elect a Chairman pursuant to Section 4.1 hereof, the President shall have the duties, responsibilities and powers set forth in Section 4.4 hereof.  In the event that the Board of Directors elects a Chairman, the President, under the Chairman, and subject to the authority of the Board of Directors and the Chairman, shall be the chief operating officer of the corporation and shall be charged with implementing the policies of the corporation as determined by the Chairman and the Board of Directors.  In the event that the Chairman, due to absence or any other cause, shall refuse or be unable at any time to attend to or to perform the duties of Chairman as above prescribed, the President shall perform the duties of the Chairman.  The President may sign, pursuant to Section 6.1 hereof, certificates for shares of stock in the corporation, the issuance of which shall have been duly authorized by the Board of Directors.  The President shall have such other powers and duties as the Board of Directors or the Chairman (if a Chairman shall have been elected) may from time to time determine.

SECTION 4.6.   Vice Presidents.  In the absence of the President, or in the event of the President’s inability or refusal to act, the Vice Presidents, in order of their rank as fixed by the Board of Directors or, if not ranked, the Vice President designated by the Board of Directors or the Chairman (if a Chairman shall have been elected), shall perform all duties of the President and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President.  The Vice Presidents shall have such other powers and perform such other duties, not inconsistent with statute, these by-laws, or any action of the Board of Directors, as from time to time may be prescribed for them, respectively, by the Board of Directors or the Chairman (if a Chairman shall have been elected), which may include the execution of deeds, mortgages, bonds, contracts or other instruments of the corporation.  Any Vice President may sign, pursuant to Section 6,1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by the Board of Directors.

SECTION 4.7.   Treasurer.  The Treasurer shall:  (a) be responsible to the Board of Directors for the receipt, custody and disbursement of all funds and securities of the corporation; (b) receive and give receipts for funds due and payable to the corporation from any source whatsoever and deposit all such funds in the name of the corporation in such banks, trust companies or other depositories as shall from time to time be selected in accordance with the provisions of Section 5.2 of these by-laws; (c) disburse the funds of the corporation as ordered by the Board of Directors or the Chairman or as otherwise required in the conduct of the business

5

of the corporation; (d) render to the Chairman or the Board of Directors, upon request, an account of all transactions of such officer as Treasurer and of the financial condition of the corporation; and (e) in general, perform all the duties normally incident to the office of Treasurer and such other duties as may from time to time be assigned by the Chairman (if a Chairman shall have been elected), the President, the Board of Directors or these by-laws.  The Treasurer may sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation the issuance of which shall have been duly authorized by resolution of the Board of Directors.  The Treasurer may delegate such details of the performance of duties of the office of Treasurer as may be appropriate in the exercise of reasonable care to one or more persons in the place of such officer, but shall not thereby be relieved of responsibility for the performance of such duties.

SECTION 4.8.   Secretary.  The Secretary shall:  (a) keep the minutes of the meetings of the stockholders, the Board of Directors and committees of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) have charge of the corporate records and of the seal of the corporation; (d) affix the seal of the corporation or a facsimile thereof, or cause the same to be affixed, to all certificates for shares prior to the issue thereof and to all documents the execution of which on behalf of the corporation under its seal is duly authorized by the Board of Directors or otherwise in accordance with the provisions of these by-laws; (e) keep a register of the post office addresses of each stockholder, director and committee member that shall from time to time be furnished to the Secretary by such stock-holder, director or member; (f) sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by resolution of the Board of Directors; (g) have general charge of the stock transfer books of the corporation; and (h) in general, perform all duties normally incident to the office of Secretary and such other duties as may from time to time be assigned by the Chairman (if a Chairman shall have been elected), the President or the Board of Directors.  The Secretary may delegate such details of the performance of the duties of the office of Secretary as may be appropriate in the exercise of reasonable care to one or more persons in the place of such officer, but shall not thereby be relieved of responsibility for the performance of such duties.

SECTION 4.9.   Assistant Treasurers and Assistant Secretaries.  The Assistant Treasurers and Assistant Secretaries, if any, shall perform all functions and duties that may be assigned to them by the Treasurer or Secretary, respectively, or by the Chairman (if a Chairman shall have been elected), the President or the Board of Directors.  If authorized by the Treasurer or the Secretary, as the case may be, any Assistant Treasurer or Assistant Secretary may sign, pursuant to Section 6.1 hereof certificates for shares of the corporation in place of the Treasurer or Secretary, respectively.

SECTION 4.10.   Other Officers.  The Board of Directors may from time to time elect such other officers to perform such duties and responsibilities as it shall prescribe.

SECTION 4.11.   Salaries.  The compensation of the officers of the corporation shall be fixed from time to time by the Board of Directors or by such officer as it shall designate for such purpose or as it shall otherwise direct.  No officer shall be prevented from receiving a salary or other compensation by reason of the fact that such officer is also a director of the corporation.

6

ARTICLE V
CHECKS AND DEPOSITS

SECTION 5.1.   Checks, Drafts, etc.  All checks, demands, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers or agent or agents of the corporation, and in such manner, as shall from time to time be authorized by the Board of Directors.

SECTION 5.2.   Deposits.  All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE VI
STOCK RECORDS AND TRANSFERS

SECTION 6.1.   Stock Certificates.  Every stockholder shall be entitled to have a certificate in such form as the Board of Directors shall from time to time approve, signed on behalf of the corporation by the Chairman, (if a Chairman shall have been elected), the President or any elected Vice President, and by the Treasurer or the Secretary (or, if so authorized, any Assistant Treasurer or Assistant Secretary) certifying the number of shares held of record by such stockholder.

SECTION 6.2.   Record Ownership.  A record of the name and address of the holder of each certificate, the number of shares represented thereby, and the date of issue thereof shall be made on the corporation’s books.  The corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof, and shall not be bound to recognize any equitable or other claim to or interest in any share on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by the laws of Delaware.

SECTION 6.3.   Lost Certificates.  Any person claiming a stock certificate in lieu of one lost, stolen, mutilated or destroyed shall give the corporation an affidavit as to its loss, theft, mutilation or destruction.  Such holder shall also, if required by the Board of Directors, give the corporation a bond, in such form and amount as may be approved by the Board of Directors (or any agent of the corporation to which authority for such approval shall have been delegated by the Board) sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft, mutilation or destruction of the certificate or the issuance of a new certificate.

SECTION 6.4.   Transfer of Stock.  Transfer of shares of stock shall be made on the books of the corporation only by direction of the person named in the certificate or such person’s attorney, lawfully constituted in writing, and only upon the surrender for cancellation of the certificate therefor, duly endorsed or accompanied by a written assignment of the shares evidenced thereby.

7

SECTION 6.5.   Transfer Agent and Registrar.  The corporation may appoint one or more transfer offices or agencies, each in charge of a transfer agent designated by the Board of Directors (who shall have custody, subject to the direction of the Secretary, of the original stock ledger and stock records of the corporation) where the shares of the capital sock of the corporation of any class or series specified in such appointment shall be registered.  The corporation may also appoint one or more registry offices, each in charge of a registrar designated by the Board of Directors, where its stock of any class or series specified in such appointment shall be registered.  Except as otherwise provided by resolution of the Board of Directors with respect to temporary certificates, no certificate for shares of capital stock of the corporation for which a transfer agent or registrar has been appointed shall be valid unless countersigned by such transfer agent and registered by such registrar authorized as aforesaid.

SECTION 6.6.   Restrictions on Transfer.  Any stockholder may enter into an agreement with other stockholders or with the corporation providing for reasonable limitation or restriction on the right of such stockholder to transfer shares of capital stock of the corporation held by such stockholder, including, without limiting the generality of the foregoing, agreements granting to such other stockholders or to the corporation the right to purchase for a given period of time any of such shares.  Any such limitation or restriction on the transfer of shares of this corporation may be set forth on certificates representing shares of capital stock, in which case the corporation or the transfer agent shall not be required to transfer such shares upon the books of the corporation without receipt of satisfactory evidence of compliance with the terms of such limitation or restriction.

ARTICLE VII
GENERAL PROVISIONS

SECTION 7.1.   Fiscal Year.  The fiscal year of the corporation shall end on November 30 of each year.

SECTION 7.2.   Voting of Securities.  Subject to control and direction of the Board of Directors, the Chairman of the Board (if a Chairman shall have been elected) or such other person as the Board of Directors may designate for such purpose either generally or in any particular instance, shall have full power and authority, in the name and on behalf of the corporation, to attend, act and vote at any meeting of security holders of any company in which the corporation may hold any securities, or to consent as a security holder to any action proposed to be taken by such company.  At any such meeting, or in connection with any such action, the Chairman of the Board (if a Chairman shall have been elected) or such other person shall possess and may exercise any and all rights and powers incident to the ownership of such securities which, as the holder thereof, the corporation might possess and exercise, and such person may exercise such power and authority through the execution of proxies or written consents or may delegate such power and authority to any other officer, agent or employee of the corporation.

SECTION 7.3.   Amendments to By-Laws.  These by-laws may be altered or repealed by the stockholders or the Board of Directors.

8

ARTICLE VIII
INDEMNIFICATION AND INSURANCE

SECTION 8.1.   Right to Indemnification.  In addition to the indemnification provided in the articles of incorporation, each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the corporation to the fullest extent authorized by the Delaware Statute, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 8.2, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the corporation.  The right to indemnification conferred in this Section 8.1 shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware Statute requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under Section 8.2 or otherwise.  The corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

SECTION 8.2.   Right of Claimant to Bring Suit.  If a claim under Section 8.1 is not paid in full by the corporation within thirty days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim.  It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware Statute for the corporation to indemnify

9

the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation.  Neither the failure of the corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware Statute, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

SECTION 8.3.   Non-Exclusivity of Rights.  The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article VIII shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

SECTION 8.4.   Insurance.  The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware Statute.

10

EX-3.35

EXHIBIT 3.35

CERTIFICATE OF INCORPORATION

OF

SEALY-KOREA, INC.

FIRST

The name of the Corporation is Sealy-Korea, Inc.

SECOND

The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, 19801. The name of its registered agent at such address is The Corporation Trust Company.

THIRD

The nature of the business or purpose to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Delaware General Corporation Law. In connection therewith, the Corporation shall possess and exercise all of the powers and privileges granted by the Delaware General Corporation Law or by this Certificate of Incorporation together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business or purposes of the Corporation.

FOURTH

The total number of shares of stock which the Corporation shall have the authority to issue is One Thousand Five Hundred (1,500) shares of Common Stock, $.01 par value per share.

FIFTH

The name and mailing address of the sole incorporator of the Corporation is as follows:

NAME	MAILING ADDRESS
Carol Braunschweig	1400 McDonald Investment Center Cleveland, OH 44114

SIXTH

The board of directors of the Corporation shall have the power to adopt, amend or repeal the by-laws of the Corporation.

SEVENTH

Section 203 of the Delaware General Corporation Law shall not apply to any business combination (as defined in Section 203(c)(3) of the Delaware General Corporation Law, as amended from time to time, or in any successor thereto, however denominated) in which the Corporation shall engage.

EIGHTH

The directors of the Corporation shall incur no personal liability to the Corporation or its stockholders for monetary damages for the breach of fiduciary duty as a director; provided, that such director liability shall not be limited or eliminated (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for any acts or omissions by the director not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit.

THE UNDERSIGNED, being the sole incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the Delaware General Corporation Law, does make this Certificate, hereby declaring and certifying that this is my act and deed and the facts herein

stated are true under penalties of perjury, and accordingly I have hereunto set my hand this 20th day of August, 1998.

/s/ Carol Braunschweig

Carol Braunschweig

EX-3.36

EXHIBIT 3.36

BY-LAWS

OF

SEALY-KOREA, INC.

Adopted August 21, 1998

ARTICLE I

OFFICES

Section 1.   Registered Office.  The registered office of the Corporation shall be in the City of Wilmington, County of New Castle, State of Delaware.

Section 2.   Other Offices.  The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or the business of the Corporation may require.

ARTICLE II

FISCAL YEAR

Section 1.   Fiscal Year.  The fiscal year of the Corporation shall be such period as the Board of Directors may designate from time to time.

ARTICLE III

STOCKHOLDERS

Section 1.   Annual Meeting.  The annual meeting of the stockholders for the election of Directors, and for the transaction of any other proper business, shall be held on such date after the annual financial statements of the Corporation have been prepared as shall be determined by the Board of Directors from time to time.  Upon due notice there may also be considered and acted upon at an annual meeting any matter which could properly be considered and acted upon at a special meeting.  In the event that the annual meeting is not held on the date designated therefor in accordance with this Section 1, the Directors shall cause the annual meeting to be held as soon after that date as convenient. [211]

Section 2.   Special Meetings.  Special meetings of the stockholders may be called at any time by the Chairman of the Board or the President of the Corporation, and shall be called by the Chairman of the Board or President at the request in writing of a majority of the Board of Directors.  Calls for special meetings shall specify the purpose or purposes of the proposed meeting, and no business shall be considered at any such meeting other than that specified in the call therefor. [211, 222]

Section 3.   Place of Meetings.  All meetings of the stockholders shall be held at such place, either within or without the State of Delaware, as shall be designated in the notice of such meeting. [211(a)]

Section 4.   Notice of Meetings and Adjourned Meetings.  Written notice of any meeting of stockholders stating the place, date and hour of the meeting, and the purpose or purposes for which the meeting is called, shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting.  When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.  At the adjourned meeting the Corporation may transact any business which might have been transacted at the original meeting.  If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. [222]

Section 5.   Stockholders’ List.  The officer who has charge of the stock ledger of the Corporation shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held.  The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. [219(a)]

Section 6.   Quorum.  At any meeting of the stockholders, except as otherwise provided by the Delaware General Corporation Law, a majority of the shares entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of business; provided, that no action required by the Certificate of Incorporation or these By-laws to be authorized or taken by a designated proportion of shares may be authorized or taken by a lesser proportion; provided, further, that where a separate vote by a class or classes of shares is required by law, the Certificate of Incorporation or these By-laws, a majority of the outstanding shares of such class or classes, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote.  If such quorum shall not be present or represented by proxy at any meeting of the stockholders, the stockholders present in person or represented by proxy shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented by proxy. [216]

Section 7.   Voting.  In all matters other than the election of Directors and other than any matters upon which by express provision of the Certificate of Incorporation or of these By-laws a different vote is required, the vote of a majority of the shares entitled to vote

2

on the subject matter and present in person or represented by proxy at the meeting shall be the act of the stockholders.  Directors shall be elected by a plurality of the votes of the shares entitled to vote on the election of Directors and present in person or represented by proxy at the meeting.  Except as otherwise provided in the Certificate of Incorporation, each stockholder entitled to vote at any meeting of the stockholders or to express consent or dissent to corporate action in writing without a meeting shall be entitled to one vote for each share of capital stock held by such stockholder. [216, 212(a)]

Section 8.   Proxies.  Each stockholder entitled to vote at a meeting of the stockholders, or to express consent or dissent to corporate action without a meeting, may authorize another person or persons to act for him by proxy. No such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. [212(b)]

Section 9.   Action of Stockholders Without a Meeting.  Any action required or permitted to be taken, whether by any provision of the Delaware General Corporation Law or of the Certificate of Incorporation, at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation, at its registered office or its principal place of business, or to an officer or agent of the Corporation having custody of the stockholders’ minute book of the Corporation.  Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective unless, within sixty (60) days of the earliest dated consent delivered in the manner provided above to the Corporation, written consents signed by a sufficient number of stockholders to take the action are delivered in the manner provided above to the Corporation.  Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. [228(a), (c) and (d)]

ARTICLE IV

BOARD OF DIRECTORS

Section 1.   General Powers.  The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors, except as may be otherwise provided in the Delaware General Corporation Law or in the Certificate of Incorporation. [141(a)]

Section 2.   Number of Directors.  The number of Directors which shall constitute the whole Board shall be not less than one, and the number of Directors elected at any meeting of stockholders shall be deemed to be the number of Directors constituting the whole Board unless otherwise fixed by resolution adopted at such meeting. Directors may, but need not, be stockholders. [141(b)]

Section 3.   Election of Directors.  The Directors shall be elected at the annual meeting of stockholders, or if not so elected, at a special meeting of stockholders called for that purpose.  At any meeting of stockholders at which Directors are to be elected, only persons

3

nominated as candidates shall be eligible for election, and the Directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of Directors. [211, 216]

Section 4.   Removal; Vacancies.  Any Director or the entire Board of Directors may be removed, with or without cause, at any time by the affirmative vote of the holders of record of a majority of the outstanding shares entitled to vote in the election of Directors.  The vacancy or vacancies in the Board of Directors caused by any such removal may be filled by the stockholders, or if not so filled, by a majority of the Board of Directors remaining in office (although less than a quorum) or by the sole remaining Director. [141(k), 223(a)]

Section 5.   Resignation; Vacancies.  Any Director may resign at any time upon written notice to the Corporation.  A resignation from the Board of Directors shall be deemed to take effect immediately upon receipt of such notice or at such other time as the Director may specify in such notice.  When one or more Directors shall resign from the Board, effective at a future date, a majority of the Directors then in office, including those who have so resigned, shall have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective.  If a Director dies, a majority of the Directors remaining in office (although less than a quorum), or the sole remaining Director, shall have the power to fill such vacancy.  Each Director so chosen to fill a vacancy shall hold office until the next election of Directors, and until his successor shall be elected and qualified, or until his earlier resignation or removal. [141(b), 223(d)]

Section 6.   Annual Meeting.  Immediately following each annual meeting of stockholders for the election of Directors, the Board of Directors may meet for the purpose of organization, the election of officers and the transaction of other business at the place where the annual meeting of stockholders for the election of Directors is held.  Notice of such meeting need not be given.  Such meeting may be held at any other time or place which shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors or in a consent and waiver of notice thereof signed by all of the Directors.

Section 7.   Regular Meetings.  Regular meetings of the Board of Directors may be held at such places (within or without the State of Delaware) and at such times as the Board shall by resolution determine. If any day fixed for a regular meeting shall be a legal holiday at the place where the meeting is to be held, then the meeting which would otherwise be held on that day shall be held at such place at the same hour and on the next succeeding business day not a legal holiday.  Notice of regular meetings need not be given.

Section 8.   Special Meetings.  Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board, President or by any two of the Directors.  Notice of each such meeting shall be mailed to each Director, addressed to him at his residence or usual place of business, at least three (3) days before the day on which the meeting is to be held, or shall be sent to him by telegram or cablegram so addressed, or shall be delivered personally or by telephone or telecopy, at least twenty-four (24) hours before the time the meeting is to be held.  Each such notice shall state the time and place (within or without the State of Delaware) of the meeting but need not state the purposes thereof, except as otherwise required by the Delaware General Corporation Law or by these By-laws.

4

Section 9.   Quorum; Voting; Adjournment.  Except as otherwise provided by the Certificate of Incorporation or by these By-laws, a majority of the total number of Directors shall constitute a quorum for the transaction of business at any meeting, and the vote of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.  In the absence of a quorum, the Director or Directors present at any meeting may adjourn such meeting from time to time until a quorum shall be present.  Notice of any adjourned meeting need not be given. [141(b)]

Section 10.   Telephone Communications.  Members of the Board of Directors, or of any committee thereof, may participate in a meeting of such board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 10 shall constitute presence in person at such meeting. [141(i)]

Section 11.   Action of Directors Without a Meeting.  Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or such committee, as the case may be, consent thereto in writing and such written consent or consents are filed with the minutes of proceedings of the Board or such committee. [141(f)]

Section 12.   Compensation.  Directors, as such, shall not receive any stated salary for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at any meeting of the Board or of any committee thereof.  Nothing herein contained shall be construed so as to preclude any Director from serving the Corporation in any other capacity, or from serving any of its stockholders, subsidiaries or affiliated corporations in any capacity, and receiving compensation therefor. [141(h)]

Section 13.   Committees.  The Board of Directors may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of two or more of the Directors of the Corporation.  The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.  In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.  Subject to the limitations of Section 141(c) of the Delaware General Corporation Law, as amended from time to time (or of any successor thereto, however denominated), any such committee, to the extent provided in the Board resolution, shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation (if any) to be affixed to all papers which may require it.  Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.  Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. [141(c)]

5

ARTICLE V

NOTICES

Section 1.   Notices.  Whenever, under the provisions of the Delaware General Corporation Law or of the Certificate of Incorporation or these By-laws, notice is required to be given to any Director or stockholder, it shall not be necessary that personal notice be given, and such notice may be given in writing, by mail, addressed to such Director or stockholder, at his address as it appears on the records of the Corporation or at his residence or usual place of business, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail.  Notice to Directors may also be given by telegram or cablegram, and such notice shall be deemed to be given when the same shall be filed, or in person or by telephone or telecopy, and such notice shall be deemed to be given when the same shall be delivered.

Section 2.   Waiver of Notice.  Whenever any notice is required to be given under any provision of the Delaware General Corporation Law or of the Certificate of Incorporation or these By-laws, a written waiver thereof, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent to notice.  Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. [229]

ARTICLE VI

OFFICERS

Section 1.   Officers.  The officers of the Corporation shall be a President, a Secretary, a Treasurer and, if the Board of Directors shall so determine, or as may be deemed necessary by the Board from time to time, a Chairman of the Board, a Vice Chairman of the Board, one or more Vice Presidents and other officers and assistant officers.  Any number of offices may be held by the same person. [142(a)]

Section 2.   Election of Officers.  Each officer of the Corporation shall be elected by the Board of Directors and shall hold office at the pleasure of the Board of Directors until his successor has been elected or until his earlier resignation or removal. [142(b)]

Section 3.   Resignation.  Any officer may resign at any time by giving written notice of his resignation to the Corporation.  Any such resignation shall take effect immediately upon receipt of such notice or at such other time specified in such notice.  Unless otherwise specified in such notice, the acceptance of such resignation by the Corporation shall not be necessary to make it effective. [142(b)]

Section 4.   Removal.  Any officer may be removed at any time, either with or without cause, by action of the Board of Directors.

6

Section 5.   Vacancies.  A vacancy in any office because of death, resignation, removal or any otherwise shall be filled by the Board of Directors. [141(e)]

Section 6.   Powers and Duties.  All officers, as between themselves and the Corporation, shall have such authority and perform such duties as are customarily incident to their respective offices, and as may be specified from time to time by the Board of Directors, regardless of whether such authority and duties are customarily incident to such office.  In the absence of any officer of the Corporation, or for any other reason the Board of Directors may deem sufficient, the Board of Directors may delegate for the time being the powers or duties of such officer, or any of them, to any other officer or to any Director.  The Board of Directors may from time to time delegate to any officer the authority to appoint and remove subordinate officers and to prescribe their authority and duties.

Section 7.   Compensation.  The compensation of the officers shall be fixed from time to time by the Board of Directors or, if delegated by the Board, by the President or Chairman of the Board.  Any such decision by the President or Chairman of the Board shall be final unless expressly overruled or modified by action of the Board of Directors, in which event such action of the Board of Directors shall be conclusive of the matter.  Nothing contained herein shell preclude any officer from serving the Corporation in any other capacity, including that of Director, or from serving any of its stockholders, subsidiaries or affiliated corporations in any capacity, and receiving a proper compensation therefor.

ARTICLE VII

INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS

Section 1.   Indemnification.  The Corporation shall indemnify any person who is or was a Director or officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, to the full extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time (or by any successor thereto, however denominated).  The Corporation may, if the Board of Directors should determine to do so by resolution adopted by a majority of the whole Board, indemnify any person who is or was an employee or agent (other than a Director or officer) of the Corporation, or is or was serving at the request of the Corporation as an employee or agent (other than a director or officer) of another corporation, partnership, joint venture, trust or other enterprise, to the full extent permitted by such Section 145.  This Section 1 shall be interpreted in all respects to expand such power to indemnify to the maximum extent permissible to any Delaware corporation with regard to the particular facts of each case, and not in any way to limit any statutory or other power to indemnify, or any right of any individual to indemnification. [145]

Section 2.   Insurance for Indemnification.  The Corporation may purchase and maintain insurance for protection of any person who is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other

7

enterprise, to the full extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time (or by any successor thereto, however denominated). [145(g)]

ARTICLE VIII

LOANS, CHECKS, DEPOSITS, ETC.

Section 1.   General.  All checks, drafts, bills of exchange or other orders for the payment of money, issued in the name of the Corporation, shall be signed by such person or persons and in such manner as may from time to time be designated by the Board of Directors, which designation may be general or confined to specific instances.

Section 2.   Loans and Evidences of Indebtedness.  No loan shall be contracted on behalf of the Corporation, and no evidence of indebtedness shall be issued in its name, unless authorized by the Board of Directors.  Such authorization may be general or confined to specific instances.  Loans so authorized by the Board of Directors may be effected at any time for the Corporation from any bank, trust company or other institution, or from any firm, corporation or individual.  All bonds, debentures, notes and other obligations or evidences of indebtedness of the Corporation issued for such loans shall be made, executed and delivered as the Board of Directors shall authorize.  When so authorized by the Board of Directors, any part of or all the properties, including contract rights, assets, business or good will of the Corporation, whether then owned or thereafter acquired, may be mortgaged, pledged, hypothecated or conveyed or assigned in trust as security for the payment of such bonds, debentures, notes and other obligations or evidences of indebtedness of the Corporation, and of the interest thereon, by instruments executed and delivered in the name of the Corporation.

Section 3.   Banking.  All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may authorize.  The Board of Directors may make such special rules and regulations with respect to such bank accounts, not inconsistent with the provisions of these By-laws, as it may deem expedient.  For the purpose of deposit and for the purpose of collection for the account of the Corporation, checks, drafts and other orders for the payment of money which are payable to the order of the Corporation shall be endorsed, assigned and delivered by such person or persons and in such manner as may from time to time be authorized by the Board of Directors.

Section 4.   Securities Held By The Corporation.  Unless otherwise provided by resolution adopted by the Board of Directors, the President or the Chairman of the Board may from time to time appoint an attorney or attorneys, or an agent or agents, to exercise in the name and on behalf of the Corporation the powers and rights to vote or consent which the Corporation may have as the holder of stock or other securities in any other corporation; and the President or Chairman of the Board may instruct the person or persons so appointed as to the manner of exercising such powers and rights; and the President and Chairman of the Board may execute or cause to be executed in the name and on behalf of the Corporation and under its corporate seal (if any), or otherwise, all such written proxies, powers of attorney or other written instruments as he may deem necessary in order that the Corporation may exercise such powers and rights.

8

ARTICLE IX

SHARES AND THEIR TRANSFER

Section 1.   Share Certificates.  Every holder of stock represented by certificates shall be entitled to have a certificate signed by, or in the name of the Corporation by the President, a Vice President or the Chairman of the Board and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Corporation, representing the number of shares registered in certificate form.  Any or all of the signatures on the certificate may be a facsimile. [158]

Section 2.   Lost, Stolen or Destroyed Certificates.  The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate for stock to be lost, stolen or destroyed.  When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate or certificates alleged to have been lost, stolen or destroyed. [167]

Section 3.   Transfers.  Upon surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 4.   Record Dates.  In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent or dissent to corporate action in writing without a meeting, or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing such record date is adopted by the Board of Directors. In the case of (A) a meeting, such record date also shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting; (B) a consent or dissent to corporate action in writing without a meeting, such record date also shall not be more than ten (10) days after the date upon which such resolution is adopted by the Board of Directors; or (C) the payment of any dividend or other distribution, allotment of any rights, exercise of any rights in respect of any change, conversion or exchange of stock or any other lawful action, such record date also shall not be more than sixty (60) days prior to such action.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. [213]

9

Section 5.   Protection of Corporation.  The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Delaware.

ARTICLE X

CORPORATE SEAL

The Corporation may adopt a corporate seal which, if adopted, shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware”.  The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. [122(3)]

ARTICLE XI

EMERGENCY BY-LAWS

The Board of Directors may adopt, either before or during an emergency, as that term is defined by the Delaware General Corporation Law, any emergency by-laws permitted by the Delaware General Corporation Law which shall be operative only during such emergency. In the event the Board of Directors does not adopt any such emergency by-laws, the special rules provided in the Delaware General Corporation Law shall be applicable during an emergency as therein defined. [110]

ARTICLE XII

SECTION HEADINGS

The headings contained in these By-laws are for reference purposes only and shall not be construed to be part of and shall not affect in any way the meaning or interpretation of these By-laws.

ARTICLE XIII

AMENDMENTS

These By-laws may be amended or repealed at any meeting of the stockholders or by the Board of Directors. [109]

10

The undersigned

JPMORGAN CHASE BANK (“JPMorgan”), a state bank organized
under the laws of the State of New York, United States of America,
having its principal offices at 270 Park Avenue, New York, New York 10017,
acting individually and in its capacity as Administrative Agent

and

The Ohio Mattress Company Licensing and Components Group, a corporation
organized under the laws of the State of Delaware, United States of America, having its
principal offices at One Office Parkway, Trinity, NC 27370, United States of America

hereby declare that they are both aware that each of them has granted a power of attorney to

1.Petrus G.C. van Tol, born 9 January 1964, Dutch, in Küsnacht; and

2.Robert E. Buitendijk, born 11 March 1959, Dutch, in Teufen;

and that they specifically consent to such double representation.

Signed on:             , 2004		Signed on: April 1, 2004
New York, NY, United States of America,		Trinity, NC, United States of America,
JPMorgan Chase Bank		The Ohio Mattress Company Licensing and Components Group
By:	/s/ Bernard J. Lillis	By:	/s/ Kenneth L. Walker
Name:	Bernard J. Lillis	Name:		Kenneth L. Walker
Title:	Managing Director	Title:		Sr. Vice President, General Counsel and Secretary

11

EX-3.37

EXHIBIT 3.37

State of North Carolina
Department of The Secretary of State

Limited Liability Company
ARTICLES OF ORGANIZATION

Pursuant to §57C-2-20 of the General Statutes of North Carolina, the undersigned does hereby submit these Articles of Organization for the purpose of forming a limited liability company.

1.The name of the limited liability company is:  SEALY TECHNOLOGY LLC

2.If the limited liability company is to dissolve by a specific date, the latest date on which the limited liability company is to dissolve:  (If no date for dissolution is specified, there shall be no limit on the duration of the limited liability company.)  N/A

3.The name and address of each person executing these articles of organization is as follows:  (State whether each person is executing these articles of organization in the capacity of a member, organizer or both).

THE OHIO MATTRESS COMPANY LICENSING AND COMPONENTS GROUP

4.The street address and county of the initial registered office of the limited liability company is:

Number of Street:	225 Hillsborough Street
City, State, Zip Code:	Raleigh, North Carolina 27603	County:  Wake

5.The mailing address if different from the street address of the initial registered office is:

6.The name of the initial registered agent is:   CT CORPORATION SYSTEM

7.Check one of the following:

ý      (i) Member-managed LLC:  all members by virtue of their status as members shall be managers of this limited liability company.

o    (ii)  Manager-managed LLC:  except as provided by N.C.G.S. Section 57C-3-20(a), the members of this limited liability company shall not be managers by virtue of their status as members.

8.Any other provisions which the limited liability company elects to include are attached.

9.These articles will be effective upon filing, unless a date and/or time is specified.

This is the 9th day of November, 1999.

THE OHIO MATTRESS COMPANY
LICENSING AND COMPONENTS GROUP

/s/ Kenneth L. Walker

Signature

Kenneth L. Walker

V.P., General Counsel & Secretary

Type or Print Name and Title

NOTES:

1.Filing fee is $125.  This document and one exact or conformed copy of these articles must be filed with the Secretary of State.

EX-3.38

EXHIBIT 3.38

OPERATING AGREEMENT

OF

SEALY TECHNOLOGY, LLC

(A North Carolina Limited Liability Company)

EXECUTED:  APRIL 1, 2003

EFFECTIVE:  APRIL 1, 2003

Table of Contents

ARTICLE I - FORMATION OF THE COMPANY
1.1	Formation
1.2	Name
1.3	Registered Office and Registered Agent
1.4	Principal Place of Business
1.5	Purposes and Powers
1.6	Term
1.7	Nature of Member’s Interest
ARTICLE II - DEFINITIONS
ARTICLE III - MANAGEMENT OF THE COMPANY
3.1	Management
3.2	Indemnification for Management Services
ARTICLE IV - RIGHTS AND OBLIGATIONS OF MEMBER
4.1	Name and Address of Member
4.2	Limited Liability
ARTICLE V - CAPITAL CONTRIBUTIONS AND LOANS
ARTICLE VI - ALLOCATIONS, ELECTIONS AND REPORTS
ARTICLE VII - DISTRIBUTIONS
ARTICLE VIII - DISSOLUTION AND LIQUIDATION OF THE COMPANY.
8.1	Dissolution Events
8.2	Liquidation
8.3	Articles of Dissolution

Sealy Technology LLC Operating Areement 040103

i

ARTICLE IX - MISCELLANEOUS
9.1	Records
9.2	Survival of Rights
9.3	Interpretation and Governing Law
9.4	Severability
9.5	Agreement in Counterparts
9.6	Creditors Not Benefited
Attachments:
Schedule I		Name, address, Capital Contribution and Membership Interest of the Sole Member

ii

OPERATING AGREEMENT

OF

SEALY TECHNOLOGY, LLC

THIS OPERATING AGREEMENT OF SEALY TECHNOLOGY, LLC (the “Company”), a limited liability company organized pursuant to the North Carolina Limited Liability Company Act, is executed effective as of the date set forth on the cover page of this Agreement.  THE OHIO MATTRESS COMPANY LICENSING AND COMPONENTS GROUP (“Member”) is the sole member of the Company.  Solely for federal and state tax purposes and pursuant to Treasury Regulations Section 301.7701, the Member and the Company intend the Company to be disregarded as an entity that is separate from the Member.  For all other purposes (including, without limitation, limited liability protection for the Member from Company liabilities), however, the Member and the Company intend the Company to be respected as a separate legal entity that is separate and apart from the Member.

ARTICLE I - FORMATION OF THE COMPANY

1.1          Formation.  The Company was formed on November 14, 1999 upon the filing with the Secretary of State of the Articles of Organization of the Company.

1.2          Name.  The name of the Company is as set forth on the cover page of this Agreement.  The Member may change the name of the Company from time to time as it deems advisable, provided appropriate amendments to this Agreement and the Articles of Organization and necessary filings under the Act are first obtained.

1.3          Registered Office and Registered Agent.  The Company’s registered office within the State of North Carolina and its registered agent at such address shall be as the Member may from time to time deem necessary or advisable.

1.4          Principal Place of Business.  The principal place of business of the Company within the State of North Carolina shall be at such place or places as the Member may from time to time deem necessary or advisable.

1.5          Purposes and Powers.

(a)           The purpose of the Company shall be to engage in any lawful business for which limited liability companies may be organized under the Act.

(b)           The Company shall have any and all powers that are necessary or desirable to carry out the purposes and business of the Company, to the extent the same may be legally exercised by limited liability companies under the Act.

1.6          Term.  The Company shall continue in existence until it is dissolved and its affairs wound up in accordance with the provisions of this Agreement or the Act.

1.7          Nature of Member’s Interest.  The interest of the sole Member in the Company shall be personal property for all purposes.  Legal title to all Company assets shall be held in the name of the Company.

ARTICLE II - DEFINITIONS

The following terms used in this Agreement shall have the following meanings (unless otherwise expressly provided herein):

“Act” means the North Carolina Limited Liability Company Act, as the same may be amended from time to time.

“Agreement” means this Operating Agreement, as amended from time to time.

“Articles of Organization” means the Articles of Organization of the Company filed with the Secretary of State, as amended or restated from time to time.

“Code” means the Internal Revenue Code of 1986, as amended from time to time (and any corresponding provisions of succeeding law).

“Manager” means the Member.

“Member” means THE OHIO MATTRESS COMPANY LICENSING AND COMPONENTS GROUP.

“Person” means an individual, a trust, an estate, a domestic corporation, a foreign corporation, a professional corporation, a partnership, a limited partnership, a limited liability company, a foreign limited liability company, an unincorporated association or another entity.

“Property” means (i) any and all property acquired by the Company, real and/or personal (including, without limitation, intangible property) and (ii) any and all of the improvements constructed on any real property.

“Secretary of State” means the Secretary of State of North Carolina.

“Treasury Regulations” means the Income Tax Regulations and Temporary Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

ARTICLE III - MANAGEMENT OF THE COMPANY

3.1          Management.  The Member, by virtue of its status as the sole Member, shall be the Manager of the Company.  Except as otherwise expressly provided in this Agreement, the Articles of Organization or the Act, all decisions with respect to the management of the business and affairs of the Company shall be made by the Manager or, if the Manager so delegates, by a Board of Directors each of whom shall be appointed and removed by the Manager.  The sole Member or the Board of Directors may appoint or remove officers to manage and control the day

2

to day business, operations and affairs of the Company in the ordinary course of its business and shall have such other powers and duties as may be prescribed by the Manager or the Board of Directors.

3.2          Indemnification for Management Services.  The Company shall indemnify the Manager, as well as any directors, officers or authorized delegatee(s) in connection with their services to the Company to the fullest extent permitted or required by the Act, as amended from time to time, and the Company may advance expenses incurred by such person upon the approval of the Manager (or the Member in the event of an advance to the Manager), upon the receipt by the Company of a signed statement agreeing to reimburse the Company for such advance in the event it is ultimately determined that such party is not entitled to be indemnified by the Company against such expenses.

ARTICLE IV - RIGHTS AND OBLIGATIONS OF MEMBER

4.1          Name and Address of Member.  The name, address and Membership Interest of the Member is reflected in Schedule I attached hereto.

4.2          Limited Liability.  The Member shall not be required to make any contribution to the capital of the Company except as set forth in Schedule I nor shall the Member in its capacity as such be bound by, or personally liable for, any expense, liability or obligation of the Company except to the extent of its interest in the Company and the obligation to return distributions made to her under certain circumstances as required by the Act.  The Member shall be under no obligation to restore a deficit capital account upon the dissolution of the Company or the liquidation of Membership Interest.

ARTICLE V - CAPITAL CONTRIBUTIONS AND LOANS

The Member has contributed property to the Company as the initial Capital Contribution as set forth opposite its name on Schedule I attached hereto.

ARTICLE VI - ALLOCATIONS, ELECTIONS AND REPORTS

All allocations of profit and loss of the Company and all assets and liabilities of the Company shall, solely for state and federal tax purposes, be treated as that of the Member pursuant to Treasury Regulations Section 301.7701, but for no other purpose (including, without limitation, limited liability protection for the Member from Company liabilities).

ARTICLE VII - DISTRIBUTIONS

Distributions of assets shall be made on such basis and at such time as determined by the Member.

3

ARTICLE VIII - DISSOLUTION AND LIQUIDATION OF THE COMPANY.

8.1          Dissolution Events.  The Company will be dissolved upon the happening of any of the following events:

(a)           All or substantially all of the assets of the Company are sold, exchanged or otherwise transferred (unless the Member has elected to continue the business of the Company);

(b)           The Member signs a document stating its election to dissolve the Company;

(c)           The entry of a final judgment, order or decree of a court of competent jurisdiction adjudicating the Company to be bankrupt and the expiration without appeal of the period, if any, allowed by applicable law in which to appeal; or

(d)           The entry of a decree of judicial dissolution or the issuance of a certificate for administrative dissolution under the Act.

8.2          Liquidation.  Upon the happening of any of the events specified in Section 8.1 and, if applicable, the failure of the Member to continue the business of the Company, the Member, or any liquidating trustee designated by the Member, will commence as promptly as practicable to wind up the Company’s affairs unless the Member or the liquidating trustee (either, the “Liquidator”) determines that an immediate liquidation of Company assets would cause undue loss to the Company, in which event the liquidation may be deferred for a time determined by the Liquidator to be appropriate.  Assets of the Company may be liquidated or distributed in kind, as the Liquidator determines to be appropriate.  The Member will continue to be entitled to Company cash flow and Company profits during the period of liquidation.  The proceeds from liquidation of the Company and any Company assets that are not sold in connection with the liquidation will be applied in the following order of priority:

(a)           To payment of the debts and satisfaction of the other obligations of the Company, including without limitation debts and obligations to the Member;

(b)           To the establishment of any reserves deemed appropriate by the Liquidator for any liabilities or obligations of the Company, which reserves will be held for the purpose of paying liabilities of obligations and, at the expiration of a period the Liquidator deems appropriate, will be distributed in the manner provided in Section 8.2(c); and, thereafter

(c)           To the Member.

8.3          Articles of Dissolution.  Upon the dissolution and commencement of the winding up of the Company, the Member shall cause Articles of Dissolution to be executed on behalf of the Company and filed with the Secretary of State, and the Member shall execute, acknowledge and file any and all other instruments necessary or appropriate to reflect the dissolution of the Company.

4

ARTICLE IX - MISCELLANEOUS

9.1          Records.  The records of the Company will be maintained at the Company’s principal place of business or at any other place the Member selects, provided the Company keeps at its principal place of business the records required by the Act to be maintained there.

9.2          Survival of Rights.  Except as provided herein to the contrary, this Agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns.

9.3          Interpretation and Governing Law.  When the context in which words are used in this Agreement indicates that such is the intent, words in the singular number shall include the plural and vice versa.  The masculine gender shall include the feminine and neuter.  The Article and Section headings or titles shall not define, limit, extend or interpret the scope of this Agreement or any particular Article or Section.  This Agreement shall be governed and construed in accordance with the laws of the State of North Carolina without giving effect to the conflicts of laws provisions thereof.

9.4          Severability.  If any provision, sentence, phrase or word of this Agreement or the application thereof to any person or circumstance shall be held invalid, the remainder of this Agreement, or the application of such provision, sentence, phrase or word to Persons or circumstances, other than those as to which it is held invalid, shall not be affected thereby.

9.5          Agreement in Counterparts.  This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument.

9.6          Creditors Not Benefited.  Nothing in this Agreement is intended to benefit any creditor of the Company.  No creditor of the Company will be entitled to require the Member to solicit or accept any loan or additional capital contribution for the Company or to enforce any right which the Company may have against a Member, whether arising under this Agreement or otherwise.

[signature page to follow]

5

IN WITNESS WHEREOF, the undersigned, being the sole Member of the Company, has caused this Agreement to be duly executed as of the 1^st day of April, 2003.

THE OHIO MATTRESS COMPANY LICENSING AND COMPONENTS GROUP
By	/s/ Kenneth L.  Walker
Name: Kenneth L. Walker
Title: Vice President, General Counsel & Secretary

6

SCHEDULE I

Name and Address of Member	Membership Interest
THE OHIO MATTRESS COMPANY LICENSING AND COMPONENTS GROUP One Office Parkway Trinity, NC 27370	100	%
TOTAL —	100	%

EX-3.39

EXHIBIT 3.39

ARTICLES OF INCORPORATION
OF
SEALY REAL ESTATE, INC.

The undersigned hereby submits these Articles of Incorporation for the purpose of forming a business corporation under and by virtue of the laws of the State of North Carolina.

I.

The name of the corporation is Sealy Real Estate, Inc.

II.

The corporation shall have authority to issue one thousand (1,000) shares of Common Stock.

III.

The address of the initial registered office of the corporation in the State of North Carolina is One Office Parkway, Trinity, North Carolina, 27370; and the name of its initial registered agent at such address is Kenneth L. Walker (Randolph County).

IV.

To the full extent from time to time permitted by law, no person who is serving or who has served as a director of the corporation shall be personally liable in any action for monetary damages for breach of his or her duty as a director, whether such action is brought by or in the right of the corporation or otherwise.  Neither the amendment or repeal of this Article, nor the adoption of any provision of these Articles of Incorporation inconsistent with this Article, shall eliminate or reduce the protection afforded by this Article to a director of the corporation with respect to any matter which occurred, or any cause of action, suit or claim which but for this Article would have accrued or risen, prior to such amendment, repeal or adoption.

V.

The name and address of the incorporator are as follows:

Name	Address
Kathleen G. Conti	P.O. Box 831 Raleigh, N.C. 27602

This the 20^th day of May, 1999.

/s/ Kathleen G. Conti	(SEAL)
Kathleen G. Conti, Incorporator

2

EX-3.40

EXHIBIT 3.40

BYLAWS

OF

SEALY REAL ESTATE, INC.

Effective May 21, 1999

TABLE OF CONTENTS TO BYLAWS

OF

SEALY REAL ESTATE, INC.

i

ii

BYLAWS

OF

SEALY REAL ESTATE, INC.

ARTICLE 1 – OFFICES

Section 1.   Principal and Registered Office.  The principal office of the corporation shall be located at One Office Parkway, Trinity, North Carolina, 27370. The registered office of the corporation may, but need not, be the same as the principal office.

Section 2.   Other Offices.  The corporation may have offices at such other places, either within or without the State of North Carolina, as the board of directors may from time to time determine.

ARTICLE 2 – MEETINGS OF SHAREHOLDERS

Section 1.   Place of Meeting.  Meetings of shareholders shall be held at the principal office of the corporation, or at such other place, either within or without the State of North Carolina, as shall be designated in the notice of the meeting.

Section 2.   Annual Meeting.  The annual meeting of shareholders shall be held on any day (except Saturday, Sunday, or a holiday) prior to April 15 of each year, for the purpose of electing directors of the corporation and the transaction of such other business as maybe properly brought before the meeting.

Section 3.   Substitute Annual Meeting.  If the annual meeting is not held on the day designated by these bylaws, a substitute annual meeting may be called in accordance with Section 4 of this Article. A meeting so called shall be designated and treated for all purposes as the annual meeting.

Section 4.   Special Meetings.  Special meetings of the shareholders may be called at any time by the president or the board of directors, and must be called and held within thirty days of demand therefor, if the holders of at least ten percent of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date and deliver to the corporation’s secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held.

Section 5.   Notice of Meetings.  At least ten and no more than sixty days prior to any annual or special meeting of shareholders, the corporation shall notify shareholders of the date, time and place of the meeting and, in the case of a special or substitute annual meeting or where otherwise required by law, shall briefly describe the purpose or purposes of the meeting. Only business within the purpose or purposes described in the notice may be conducted at a special meeting. Unless otherwise required by the articles of incorporation or by law (for example, in the event of a meeting to consider the adoption of a plan of merger or share

exchange, a sale of assets other than in the ordinary course of business or a voluntary dissolution), the corporation shall be required to, give notice only to shareholders entitled to vote at the meeting. If an annual or special shareholders’ meeting is adjourned to a different date, time or place, notice thereof need not be given if the new date, time or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is fixed pursuant to Article 7, Section 5 hereof, notice of the adjourned meeting shall be given to persons who are shareholders as of the new record date. It shall be the primary responsibility of the secretary to give the notice, but notice may be given by or at the direction of the president or other person or persons calling the meeting. If mailed, such notice shall be deemed to be effective when deposited in the United States mail with postage thereon prepaid, correctly addressed to the shareholder’s address shown in the corporation’s current record of shareholders.

Section 6.   Quorum.  A majority of the votes entitled to be cast by a-voting group on a matter, represented in person or by proxy at a meeting of shareholders, shall constitute a quorum for that voting group for any action on that matter, unless quorum requirements are otherwise fixed by a court of competent jurisdiction acting pursuant to Section 55-7-03 of the General Statutes of North Carolina. Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and any adjournment thereof, unless a new record date is or must be set for the adjournment. Action maybe taken by a voting group at any meeting at which a quorum of that voting group is represented, regardless of whether action is taken at that meeting by any other voting group. In the absence oaf quorum at the opening of any meeting of shareholders, such meeting maybe adjourned from time to time by a vote of the majority of the shares voting on the motion to adjourn.

Section 7.   Shareholders’ List.  After a record date is fixed for a meeting, the secretary of the corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of the shareholders’ meeting. Such list shall be arranged by voting group (and within each voting group by class or series of shares) and shall show the address of and number of shares held by each shareholder. The shareholders’ list shall be made available for inspection by any shareholder beginning two business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, at the corporation’s principal office or at such other place identified in the meeting notice in the city where the meeting will be held. The corporation shall make the shareholders’ list available at the meeting, and any shareholder or his agent or attorney is entitled to inspect the list at any time during the meeting or any adjournment

Section 8.   Voting of Shares.  Except as otherwise provided by the articles of incorporation or by law, each outstanding share of voting capital stock of the corporation shall be entitled to one vote on each matter submitted to a vote at a meeting of the shareholders. Unless otherwise provided in the articles of incorporation or by law, cumulative voting for directors shall not be allowed. Action on a matter by a voting group for which a quorum is present is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the vote of a greater number is required by law or by the articles of incorporation. Voting on all matters shall be by voice vote or by a show of hands, unless the holders of one-tenth of the shares represented. at the meeting shall demand a ballot vote on a particular matter. Absent special circumstances, the shares of the corporation are not entitled to vote if they are owned, directly or indirectly, by a second corporation, domestic or foreign, and

2

the corporation owns, directly or indirectly, a majority of the shares entitled to vote for directors of the second corporation, except that this provision shall not limit the power of the corporation to vote shares held by it in a fiduciary capacity.

Section 9.   Action Without Meeting.  Any action which the shareholders could take at a meeting may be taken without a meeting if one or more written consents, setting forth the action taken, shall be signed, before or after such action, by all the shareholders who would be entitled to vote upon the action at a meeting. The consent shall be delivered to the corporation for inclusion in the minutes or filing with the corporate records. If by law, the corporation is required to give its nonvoting shareholders written notice of the proposed action, it shall do so at least 10 days before the action is taken, and such notice must contain or be accompanied by the same material that would have been required by law to be sent to nonvoting shareholders in a notice of meeting at which the proposed action would have been submitted to the shareholders for action.

ARTICLE 3 – BOARD OF DIRECTORS

Section 1.   General Powers.  The business and affairs of the corporation shall be managed under the direction of the board of directors except as otherwise provided by the articles of incorporation or by a valid shareholders’ agreement.

Section 2.   Number, Term and Qualification.  The number of directors of the corporation shall consist of one or more individuals. The shareholders at any annual meeting may by resolution fix the number of directors to be elected at the meeting; but in the absence of such resolution, the number of directors elected at the meeting shall constitute the number off directors of the corporation until the next annual meeting of shareholders, unless the number is changed prior to such meeting by action of the shareholders. The Board of Directors shall have the authority to increase or decrease by thirty percent within any twelve-month period the number of directors. Each director’s term shall expire at the annual meeting next following the director’s election as a director, provided, that notwithstanding the expiration of the term of the director, the director shall continue to hold office until a successor. is elected and qualifies. or until his death, resignation, removal or disqualification or-until-there is a decrease in the number of directors. Directors need not be residents of the State of North Carolina or shareholders of the corporation unless the articles of incorporation so provide.

Section 3.   Removal.  Directors may be removed from office with or without cause (unless the articles of incorporation provide that directors may be removed only for cause) provided the notice of the shareholders’ meeting at which such action is to be taken states that a purpose of the meeting is removal of the director and the number of votes cast to remove the director exceeds the number of votes cast not to remove him.

Section 4.   Vacancies.  Except as otherwise provided in the articles of incorporation, a vacancy occurring in the board of directors, including, without limitation, a vacancy resulting from an increase in the number of directors or from the failure by the shareholders to elect the full authorized number of directors, may be filled by a majority of the remaining directors or by the sole director remaining in office. The shareholders may elect a

3

director at anytime to fill a vacancy not filled by the directors. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

Section 5.   Compensation.  The directors shall not receive compensation for their services as such, except that by resolution of the board of directors, the directors maybe paid fees, which may include but are not restricted to fees for attendance at meetings of the board or of a committee, and they maybe reimbursed for expenses of attendance. Any director may serve the corporation in any other capacity and receive compensation therefor.

ARTICLE 4 – MEETINGS OF DIRECTORS

Section 1.   Annual and Regular Meetings.  The annual meeting of the board of directors shall be held immediately following the annual meeting of the shareholders. The board of directors may by resolution provide for the holding of regular meetings of the board on specified dates and at specified times. Notice of regular meetings held at the principal office of the corporation and at the usual scheduled time shall not be required. If any date for which a regular meeting is scheduled shall be a legal holiday, the meeting shall beheld on a date designated in the notice of the meeting, if any, during either the same week in which the regularly scheduled date falls or during the preceding or following week. Regular meetings of the board shall be held at the principal office of the corporation or at such other place as may be designated in the notice of the meeting.

Section 2.   Special Meetings.  Special meetings of the board of directors may be called by or at the request of the chairman of the board, the president or any two directors. Such meetings may be held at the time and place designated in the notice of the meeting.

Section 3.   Notice of Meetings.  Unless the articles of incorporation provide otherwise, the annual and regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting. The secretary or other person or persons calling a special meeting shall give notice by any usual means of communication to be sent at least two days before the meeting if notice is sent by means of telephone, telecopy or personal delivery and at least five days before the meeting if notice is sent by mail. A director’s attendance at, or participation in, a meeting for which notice is required shall constitute a waiver of notice, unless the director at the beginning of the meeting (or promptly upon arrival) objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

Section 4.   Quorum.  Except as otherwise provided in the articles of incorporation, a majority of the directors in office shall constitute a quorum for the transaction of business at a meeting of the board of directors.

Section 5.   Manner of Acting.  Except as otherwise provided in the articles of incorporation, the affirmative vote oaf majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors.

Section 6.   Presumption of Assent.  A director of the corporation who is present at a meeting of the board of directors at which action on any corporate matter is taken is deemed to have assented to the action taken unless he objects at the beginning of the meeting (or

4

promptly upon arrival) to holding, or transacting business at, the meeting, or unless his dissent or abstention is entered in the minutes of the meeting or unless he shall file written notice of his dissent or abstention to such action with the presiding officer of the meeting before its adjournment or with the corporation immediately after adjournment of the meeting.  The right of dissent or abstention shall not apply to a director who voted in favor of such action.

Section 7.   Action Without Meeting.  Unless otherwise provided in the articles of incorporation, action required or permitted to be taken at a meeting of the board of directors may be taken without a meeting if the action is taken by all members of the board. The action must be evidenced by one or more written consents signed by each director before or after such action, describing the action taken, and included in the minutes or filed with the corporate records. Action taken without a meeting is effective when the last director signs ns the consent, unless the consent specifies a different effective date.

Section 8.   Meeting by Communications Device.  Unless otherwise provided in the articles of incorporation, the board of directors may permit any or all directors to participate in a regular or special meeting by, or conduct the meeting through the use of; any means of communication by which all directors participating may simultaneously hear each other during the meeting. A director participating in a meeting by this means is deemed to be present in person at the meeting.

ARTICLE 5 – COMMITTEES

Section 1.   Election and Powers.  Unless otherwise provided by the articles of incorporation or the bylaws, a majority of the board of directors may create one or more committees and appoint two or more directors to serve at the pleasure of the board on each such committee. To the extent specified by the board of directors or in the articles of incorporation, each committee shall have and may exercise the powers of the board in the management of the business and affairs of the corporation, except that no committee shall have authority to do the following:

(a)           Authorize distributions.

(b)           Approve or propose to shareholders action required to be approved by shareholders.

(c)           Fill vacancies on the board of directors or on any of its committees.

(d)           Amend the articles of incorporation.

(e)           Adopt, amend or repeal the bylaws.

(f)            Approve a plan of merger not requiring shareholder approval.

(g)           Authorize or approve the reacquisition of shares, except according to a formula or method prescribed by the board of directors.

5

(h)           Authorize or approve the issuance, sale or contract for sale of shares, or determine the designation and relative rights, preferences and limitations of a class or series of shares, except that the board of directors may authorize a committee (or a senior executive officer of the corporation) to do so within limits specifically prescribed by the board of directors.

Section 2.   Removal, Vacancies.  Any member of a committee may be removed at any time with or without cause, and vacancies in the membership of a committee by means of death, resignation, disqualification or removal shall be filled by a majority of the whole board of directors.

Section 3.   Meetings.  The provisions of Article 4 governing meetings of the board of directors, action without meeting, notice, waiver of notice and quorum and voting requirements shall apply to the committees of the board and its members.

Section 4.   Minutes.  Each committee shall keep minutes of its proceedings and shall report thereon to the board of directors at or before the next meeting of the board.

ARTICLE 6 – OFFICERS

Section 1.   Titles.  The officers of the corporation shall be a president, a secretary and a treasurer and may include a chairman of the board of directors, one or more executive vice president, one or more vice presidents, a controller, one or more assistant secretaries, one or more assistant treasurers, one or more assistant controllers and such other officers as shall be deemed necessary. The officers shall have the authority and perform the duties as set forth herein or as from time to time may be prescribed by the board of directors or by the president (to the extent that the president is authorized by the board of directors to prescribe the authority and duties of officers). Any two or more offices may be held by the same individual, but no officer may act in more than one capacity where action of two or more officers is required.

Section 2.   Election; Appointment.  The officers of the corporation shall be elected from time to time by the board of directors or appointed from time to time by the president (to the extent that the president is authorized by the board to appoint officers).

Section 3.   Removal.  Any officer may be, removed by the board at any time with or without cause whenever in its judgment the best interests of the corporation will be served, but removal shall not itself affect the officer’s contract rights, if any, with the corporation.

Section 4.   Vacancies.  Vacancies among the officers may be filled and new offices may be created and filled by the board of directors, or by the president (to the extent authorized by the board).

Section 5.   Compensation.  The compensation of the officers shall be fixed by, or under the direction of, the board of directors.

Section 6.   Chairman of the Board of Directors.  The chairman of the board of directors, if such officer is elected, shall preside at meetings of the board of directors and shall have such other authority and perform such other duties as the board of directors shall designate.

6

Section 7.   President.  The president shall be in general charge of the affairs of the corporation in the ordinary course of its business and shall preside at meetings of the shareholders. The president may perform such acts, not inconsistent with applicable law or the provisions of these bylaws, as may be performed by the president of a corporation and may sign and execute all authorized notes, bonds, contracts and other obligations in the name of the corporation. The president shall have such other powers and perform such other duties as the board of directors shall designate or as may be provided by applicable law or elsewhere in these bylaws.

Section 8.   Vice Presidents.  An executive vice president, if such officer is elected or appointed, shall exercise the powers of the president during that officer’s absence or inability to act. In default of both the president and the executive vice president, any other vice president may exercise the powers of the president. Any action taken by a vice president in the performance of the duties, of the president shall be presumptive evidence of the absence or inability to act of the president at the time, the action was taken. The vice presidents, if such officers are elected or appointed, shall have such other powers and perform such other duties as may be assigned by the board of directors or by the president (to the extent that the president is authorized by the board of directors to prescribe the authority and duties of other officers).

Section 9.   Secretary.  The secretary shall keep accurate records of the acts and proceedings of all meetings of shareholders and of the board of directors and shall give all notices required by law and by these bylaws. The secretary shall have general charge of the corporate books and records and shall have the responsibility and authority to maintain and authenticate such books and records. The secretary shall have general charge of the corporate seal and shall affix the corporate seal to any lawfully executed instrument requiring it. The secretary shall have general charge of the stock transfer books of the corporation and shall keep at the principal office of the corporation a record of shareholders, showing the name and address of each shareholder and the number and class of the shares held by each. The secretary shall sign such instruments as may require the signature of the secretary, and in general shall perform the duties incident to the office of secretary and such other duties as may be assigned from time to time by the board of directors or the president (to the extent that the president is authorized by the board of directors to prescribe the authority and duties of other officers).

Section 10.   Assistant Secretaries.  Each assistant secretary, if such officer is elected, shall have such powers and perform such. duties as may be assigned by the board of directors or the president (if authorized by the board of directors to prescribe the authority and duties of other officers), and the assistant secretaries shall exercise the powers of the secretary during that officer’s absence or inability to act.

Section 11.   Treasurer.  The treasurer shall have custody of all funds and securities belonging to the corporation and shall receive, deposit or disburse the same under the direction of the board of directors. The treasurer shall keep full and accurate accounts of the finances of the corporation, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries as appropriate, that include a balance sheet as of the end of the fiscal year, an income statement for that year, and a statement of cash flows for the year unless that information appears elsewhere in the financial statements. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the

7

annual financial statements must also be prepared on that basis, The corporation shall mail the annual financial statements, or a written notice of their availability, to each shareholder within 120 days of the close of each fiscal year. The treasurer shall in general perform all duties incident to the office and such other duties as may be assigned from time to time by the board of directors or the president (to the extent that the president is authorized by the board of directors to prescribe the authority and duties of other officers).

Section 12.   Assistant Treasurers.  Each assistant treasurer, if such officer is elected, shall have such powers and perform such duties as may be assigned by the board of directors or the president (to the extent that the president is authorized by the board of directors to prescribe the authority and duties of other officers), and the assistant treasurers shall exercise the powers of the treasurer during that officer’s absence or inability to act.

Section 13.   Voting Upon Stocks.  Unless otherwise ordered by the board of directors, the president shall have full power and authority in behalf of the corporation to attend, act and vote at meetings of the shareholders of any corporation in which this corporation may hold stock, and at such meetings shall possess and may exercise any and all rights and powers incident to the ownership of such stock and which, as the owner, the corporation might have possessed and exercised if present. The board of directors may by resolution from time to time confer such power and authority upon any other person or persons.

ARTICLE 7 – CAPITAL STOCK

Section 1.   Certificates.  Shares of the capital stock of the corporation shall be represented by certificates. The name and address of the persons to whom shares of capital stock of the corporation are issued, with the number of shares and date of issue, shall be entered on the stock transfer records of the corporation. Certificates for shares of the capital stock of the corporation shall be in such form not inconsistent with the articles of incorporation of the corporation as shall be approved by the board of directors. Each certificate shall be signed (either manually or by facsimile) by (a) the president or any vice president and by the secretary, assistant secretary, treasurer or assistant. treasurer or (b) any two officers designated by the board of directors. Each certificate may be sealed with the seal of the corporation or a facsimile thereof.

Section 2.   Transfer of Shares.  Transfer of shares shall be made on the stock transfer records of the corporation, and transfers shall be made only upon surrender of the certificate for the shares sought to be transferred by the recordholder or by a duly authorized agent, transferee or legal representative. All certificates surrendered for transfer or reissue shall be canceled before new certificates for the shares shall be issued.

Section 3.   Transfer Agent and Registrar.  The board of directors may appoint one or more transfer agents and one or more registrars of transfers and may require all stock certificates to be signed or countersigned by the transfer agent and registered by the registrar of transfers.

Section 4.   Regulations.  The board of directors may make rules and regulations as it deems expedient concerning the issue, transfer and registration of shares of capital stock of the corporation.

8

Section 5.   Fixing Record Date.  For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other purpose, the board of directors may fix in advance a date as the record date for the determination of shareholders, The record date shall be not more than 70 days before the meeting or action requiring a determination of shareholders. A determination of shareholders entitled to notice of or to vote at a shareholders` meeting shall be effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting. If no record date is fixed for the determination of shareholders, the record date shall be the day the notice of the meeting is mailed or the day the action requiring a determination of shareholders is taken. If no record date is fixed for action without a meeting, the record date for determining shareholders entitled to take action without a meeting shall be the date the first shareholder signs a consent to the action taken.

Section 6.   Lost Certificates.  The board of directors must authorize the issuance of anew certificate in place of a certificate claimed to have been lost, destroyed or wrongfully taken, upon receipt of (a) an affidavit from the person explaining the loss, destruction or wrongful taking, and (b) a bond from the claimant in a sum as the corporation may reasonably direct to indemnify the corporation against loss from any claim with respect to the certificate claimed to have been lost, destroyed or wrongfully taken. The board of directors may, in its discretion, waive the affidavit and bond and authorize the issuance of a new certificate in place of a certificate claimed to have been lost, destroyed or wrongfully taken.

ARTICLE 8 – INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 1.   Indemnification Provisions.  Any person who at any time serves or has served as a director or officer of the corporation or of any wholly owned subsidiary of the corporation, or in such capacity at the request of the corporation for any other foreign or domestic corporation, partnership, joint venture, trust or other enterprise, or as a trustee or administrator under any employee benefit plan of the corporation or of any wholly owned subsidiary thereof (a “Claimant”), shall have the right to be indemnified .and held harmless by the corporation to the fullest extent from time to-time permitted by law against all liabilities and litigation expenses (as hereinafter defined) in the event a claim shall be made or threatened against that person in, or that person is made or threatened to be made a party to, any threatened, pending or completed action, suit: or proceeding, whether civil, criminal, administrative or investigative, and whether or not brought by or on behalf of the corporation, including all appeals therefrom (a “proceeding”), arising out of such service; provided, that such indemnification shall notice effective with respect to (a) that portion of any liabilities or litigation expenses with respect to which the Claimant is entitled to receive payment under any insurance policy or (b) any liabilities or litigation expenses incurred on account of any of the Claimant’s activities which were at the time taken known or believed by the Claimant to be clearly in conflict with the best interests of the corporation.

Section 2.   Definitions.  As used in this Article, (a) “liabilities” shall include, without limitation, (1) payments in satisfaction of any judgment, money decree, excise tax, fine or penalty for which Claimant had become liable in any proceeding and (2) payments in

9

settlement of any such proceeding subject, however, to Section 3 of this Article 8; (b) “litigation expenses” shall include, without limitation, (1) reasonable costs and expenses and attorneys’ fees and expenses actually incurred by the Claimant in connection with any proceeding and (2) reasonable costs and expenses and attorneys’ fees and expenses in connection with the enforcement of rights to the indemnification granted hereby or by applicable law, if such enforcement is successful in whole or in part; and (c) “disinterested directors” shall mean directors who are not party to the proceeding in question.

Section 3.   Settlements.  The corporation shall not be liable to indemnify the Claimant for any amounts paid in settlement of any proceeding effected without the corporation’s written consent. The corporation will not unreasonably withhold its consent to any proposed settlement.

Section 4.   Litigation Expense Advances.

(a)           Except as provided in subsection (b) below, any litigation expenses shall be advanced to any Claimant within 30 days of receipt by the secretary of the corporation of a demand therefor, together with an undertaking by or on behalf of the Claimant to repay to the corporation such amount unless it is ultimately determined that the Claimant is entitled to be indemnified by the corporation against such expenses. The secretary shall promptly forward notice of the demand and undertaking immediately to all directors of the corporation..

(b)           Within 10 days after mailing of notice to the directors pursuant to subsection. (a) above, any disinterested director may, if desired, call a meeting of all disinterested directors to review the reasonableness of the expenses so requested. No advance shall be made if a majority of the disinterested directors affirmatively determines that the item of expense is unreasonable in amount; but if the disinterested directors determine that a portion of the expense item is reasonable, the corporation shall advance such portion.

(c)           Without limiting the rights contained in subsection (a) above, the board of directors may take action to advance any litigation expenses to a Claimant upon receipt of an undertaking by or on behalf of the Claimant to repay to the corporation such amount unless it is ultimately determined that the Claimant is entitled to be indemnified by the corporation against such expenses.

Section 5.   Approval of Indemnification Payments.  Except. as provided in Section 4 of this Article, the board of directors of the corporation shall take all such action as may be necessary and appropriate to authorize the corporation to pay the indemnification required by Section 1 of this Article, including, without limitation, making a good faith evaluation of the manner in which the Claimant. acted and of the reasonable amount of indemnity due the Claimant. In taking any such action, any Claimant who is a director of the corporation shall not be entitled to vote on any matter concerning such Claimant’s right to indemnification.

Section 6.   Suits by Claimant.  No Claimant shall be entitled to bring suit against the corporation to enforce his tights under this Article until sixty days after a written claim has been received by the corporation, together with any undertaking to repay as required by Section

10

4 of this Article. It shall be a defense to any such action that the Claimant’s liabilities or litigation expenses were incurred on account of activities described in clause (b) of Section 1, but the burden of proving this defense shall be on the corporation. Neither the failure of the corporation to determine that indemnification of the Claimant is proper, nor determination by the corporation that indemnification is not due because of application of clause (b) of Section 1 shall be a defense to the action or create a presumption that the Claimant has not met the applicable standard of conduct.

Section 7.   Consideration Personal Representatives and Other Remedies.  Any Claimant. who during such time as this Article or corresponding provisions of predecessor bylaws is or has been in effect serves or has served in any of the capacities described in Section I shall be deemed to be doing so or to have done so in reliance upon, and as consideration for, the right of indemnification provided herein or therein. The right of indemnification provided herein or therein shall inure to the benefit of the legal representatives of any Claimant hereunder, and the right shall not be exclusive of any other rights to which the Claimant or legal representative maybe entitled apart from this Article.

Section 8.   Scope of Indemnification Rights.  The rights granted herein shall not be limited by the provisions of Section 55-8-51 of the General Statutes of North Carolina or any successor statute.

ARTICLE 9 – GENERAL PROVISIONS

Section 1.   Dividends and other Distributions.  The board of directors may from time to time declare and the corporation may pay dividends or make other distributions with respect to its outstanding shares in the manner and upon the terms and conditions provided by law.

Section 2.   Seal.  The seal of the corporation shall be any form approved from time to time or at any time by the board of directors.

Section 3.   Waiver of Notice.  Whenever notice is required to be given to a shareholder, director or other person under the provisions of these bylaws, the articles of incorporation or applicable law, a waiver in writing signed by the person or persons entitled to the notice, whether before or after the date and time stated in the notice, and delivered to the corporation shall be equivalent to giving the notice.

Section 4.   Checks.  All checks, drafts or orders for the payment of money shall be signed by the officer or officers or other individuals that the board of directors may from time to time designate,

Section 5.   Fiscal Year.  The fiscal year of the corporation shall be fixed by the board of directors.

Section 6.   Amendments.  Unless otherwise provided in the articles of incorporation or a bylaw adopted by the shareholders or bylaw, these bylaws may be amended or repealed by the board of directors, except that a bylaw adopted, amended or repealed by the shareholders may not be readopted, amended or repealed by the board of directors if neither the

11

articles of incorporation nor a bylaw adopted by the shareholders authorizes the board of directors to adopt, amend or repeal that particular bylaw or the bylaws generally. These bylaws may be amended or repealed by the shareholders even though the bylaws may also be amended or repealed by the board of directors. A bylaw that fixes a greater quorum or voting requirement for the board of directors may be amended or repealed (a) if originally adopted by the shareholders, only by the shareholders, unless such bylaw as originally adopted by the shareholders provides that such bylaw may be amended or repealed by the board of directors or (b) if originally adopted by the board of directors, either by the shareholders or by the board of directors. A bylaw that fixes a greater quorum or voting requirement may not be adopted by the board of directors by a vote less than a majority of the directors then in office and may not itself be amended by a quorum or vote of the directors less than the quorum or vote prescribed in such bylaw or prescribed by the shareholders.

Section 7.   Shareholders’ Agreement.  In the event of a conflict between these bylaws and a valid shareholders’ agreement, the shareholders’ agreement shall control.

THIS IS TO CERTIFY that the above bylaws of Sealy Real Estate, Inc., were adopted by the Board of Directors of the corporation by action without a meeting effective May 21, 1999.

This 21^st day of May, 1999.

	/s/  Kenneth L. Walker
	Kenneth L. Walker, Secretary
[Corporate Seal]

12

EX-3.41

EXHIBIT 3.41

ARTICLES OF INCORPORATION

OF

SEALY MATTRESS COMPANY OF FORT WORTH

We, the undersigned natural persons of the age of eighteen years or more, acting as incorporators of a corporation under the Texas Business Corporation Act, do hereby adopt the following Articles of Incorporation for such corporation:

ARTICLE ONE

The name of the corporation is SEALY MATTRESS COMPANY OF FORTH WORTH.

ARTICLE TWO

The period of its duration is perpetual.

ARTICLE THREE

The purpose or purposes for which the corporation is organized are:

To engage in the transaction of any or all lawful business for which corporations may be incorporated under the Texas Business Corporation Act.

ARTICLE FOUR

The aggregate number of shares which the corporation shall have authority to issue is Five Thousand (5,000) of the par value of One Dollar ($1.00) each.

ARTICLE FIVE

The corporation will not commence business until it has received for the issuance of its shares consideration of the value of One Thousand Dollars ($1,000), consisting of money,

labor done or property actually received, which sum is not less than One Thousand Dollars ($1,000).

ARTICLE SIX

The street address of its initial registered office is Republic National Bank Building, c/o CT Corporation System, Dallas, Texas 75201, and the name of its initial registered agent at such address is CT CORPORATION SYSTEM.

ARTICLE SEVEN

The number of directors of the corporation may be fixed by the bylaws.

The number of directors constituting the initial board of directors is Three (3) and the name and address of each person who is to serve as director until the first annual meeting of the shareholders or until a successor is elected and qualified are:

NAME	ADDRESS
Ernest M. Wuliger	Bond Court Building Cleveland, Ohio 44114
Allan M. Unger	Bond Court Building Cleveland, Ohio 44114
Frank J. Cerralvo	Bond Court Building Cleveland, Ohio 44114

ARTICLE EIGHT

The names and addresses of the incorporators are:

NAME	ADDRESS
Anthony J. Poli	1578 Union Commerce Building Cleveland, Ohio 44115
Michael P. Nakon	1578 Union Commerce Building Cleveland, Ohio 44115
Gil S. Apelis	1578 Union Commerce Building Cleveland, Ohio 44115

2

ARTICLE NINE

No shareholder of this corporation shall by reason of his holding shares of any class have any pre-emptive or preferential right to purchase or subscribe to any shares of any class of this corporation, now or hereafter to be authorized, or any notes, debentures, bonds, or other securities convertible into or carrying options or warrants to purchase shares of any class, now or hereafter to be authorized, whether or not the issuance of any such shares, or such notes, debentures, bonds or other securities, would adversely affect the dividend or voting rights of such shareholder, other than such rights, if any, as the board of directors, in its discretion from time to time may grant, and at such price as the board of directors in its discretion may fix; and the board of directors may issue shares of any class of this corporation, or any notes, debentures, bonds, or other securities convertible into or carrying options or warrants to purchase shares of any class, without offering any such shares of any class, either in whole or in part, to the existing shareholders of any class.

IN WITNESS WHEREOF, we have hereunto set our hands, this 17^th day of November, 1975.

/s/ Anthony J.  Poli

Anthony J.  Poli

/s/ Michael P.  Nakon

/s/ Gil S.  Apelis

Gil S.  Apelis

3

STATE OF OHIO	)
	) SS.
COUNTY OF CUYAHOGA	)

I, Joyce Butcho, a notary public do hereby certify that on this 17th day of November, 1975, personally appeared before me, Anthony J.  Poli, Michael P.  Nakon and Gil S.  Apelis, who each being by me first duly sworn, severally declared that they are the persons who signed the foregoing document as incorporators, and that the statements therein contained are true.

/s/ Joyce Butcho

Notary Public

(Notary Seal)

SEALY MATTRESS COMPANY OF FORT WORTH

ARTICLES OF AMENDMENT

ARTICLE ONE

The name of the corporation is SEALY MATTRESS COMPANY OF FORTH WORTH.

ARTICLE TWO

The following amendment to the Articles of Incorporation was adopted on August 24, 1982.

Article one is amended to read:

“The name of the corporation is OHIO-SEALY MATTRESS MANUFACTURING CO.—FORT WORTH.”

ARTICLE THREE

The number of shares of the corporation outstanding and entitled to vote at the time of such adoption was 5,000.

ARTICLE FOUR

The number of shares voted for such amendment was 5,000: no shares voted against such amendment.

		/s/  Ronald E. Trzcinski
		Ronald E.  Trzcinski, President
		/s/  Perry E. Doermann
		Perry E.  Doermann, Secretary
Sworn to:	8/25/82
	(date)
		/s/  Michael S. Golenberke
		Notary Public
(SEAL)

To the Secretary of State
of the State of Texas:

CT Corporation System, as the registered agent for the domestic and foreign corporations named on the attached list submits the following statement for the purpose of changing the registered office for such corporations, in the State of Texas:

1.The name of the corporation is See attached list

2.The post office address of its present registered office is Republic National Bank Building, c/o CT Corporation System, Dallas, Texas 75201

3.The post office address to which its registered office is to be changed is 1601 Elm Street, c/o CT Corporation System, Dallas, Texas 75201

4.The name of its present registered agent is CT CORPORATION SYSTEM

5.The name of its successor registered agent is CT CORPORATION SYSTEM

6.The Post office address of its registered office and the post office address of the business office of its registered agent, as changed, will be identical.

7.Notice of this change of address has been given in writing to each corporation named on the attached list 10 days prior to the date of filing of this certificate.

Dated January 6, 1985

CT CORPORATION SYSTEM
By:	/s/  Virginia Colvell
	Its Vice President

STATE OF NEW YORK	)
COUNTY OF NEW YORK	)

I, Regina M.  Dunn a notary public, do hereby certify that on this 27^th day of December 1984, personally appeared before me Virginia Colvell who being by me first duly sworn, declared that she is the Vice President of CT Corporation System, that she signed the foregoing document as Vice President of the corporation, and that the statements therein contained are true.

/s/  Regina M. Dunn

Notary Public

To the Secretary of State
of the State of Texas:

CT Corporation System, as the registered agent for the domestic and foreign corporations named on the attached list submits the following statement for the purpose of changing the registered office for such corporations, in the State of Texas:

1.The name of the corporation is See attached list

2.The post office address of its present registered office is c/o CT CORPORATION SYSTEM, 1601 ELM STREET, DALLAS, TEXAS 75201

3.The post office address to which its registered office is to be changed is c/o CT CORPORATION SYSTEM, 350 N. ST. PAUL STREET, DALLAS, TEXAS 75201

4.The name of its present registered agent is CT CORPORATION SYSTEM

5.The name of its successor registered agent is CT CORPORATION SYSTEM

6.The Post office address of its registered office and the post office address of the business office of its registered agent, as changed, will be identical.

7.Notice of this change of address has been given in writing to each corporation named on the attached list 10 days prior to the date of filing of this certificate.

Dated July 2, 1990

CT CORPORATION SYSTEM
By:
	Its Vice President

ASSUMED NAME CERTIFICATE
FOR AN INCORPORATED BUSINESS OR PROFESSION

1.The assumed name under which the business or professional service is or is to be conducted or rendered is Sealy Mattress Company.

2.The name of the incorporated business or profession as stated in its Articles of Incorporation or comparable document is Ohio-Sealy Mattress Manufacturing Co., Fort Worth, and the charter number or certificate of authority number, if any, is 370752-0.

3.The state, country, or other jurisdiction under the laws of which it was incorporated is  Texas, and the address of its registered or similar office in that jurisdiction is CT Corporation System, 350 N. St. Paul Street, Dallas, TX 75201.

4.The period, not to exceed ten years, during which the assumed name will be used is 9/1/2000.

5.The corporation is a (circle one) business corporation, non-profit corporation, professional corporation, professional association or other type of corporation (specify)        , or other type of incorporated business, professional or other association or legal entity (specify)       .

6.If the corporation is required to maintain a registered office in Texas, the address of the registered office is 350 N. St. Paul Street, Dallas, TX 75201 and the name of its registered agent at such address is CT Corporation System.  The address of the principal office (if not the same as the registered office) is 6550 Wuliger Way, N. Richland Hills, TX 76180.

7.If the corporation is not required to or does not maintain a registered office in Texas, the office address in Texas is       ; and if the corporation is not incorporated, organized or associated under the laws of Texas, the address of its place of business in Texas is                     and the office address elsewhere is          .

8.The county or counties where business or professional services are being or are to be conducted or rendered under such assumed name are (if applicable, use the designation “all” or “all except All”).

/s/  John D. Moran

Signature of officer, representative or

attorney-in-fact of the corporation

Before me on this 17th day of August, 1990, personally appeared John D. Moran and acknowledged to me that he executed the foregoing certificate for the purposes therein expressed.

(Notary seal)	/s/  Carol Anne Willis
	Notary Public Cuyahoga  County
	NOTE: A certificate executed and acknowledged by an attorney-in-fact shall include a statement that the attorney-in-fact has been duly authorized in writing by his principal to execute and acknowledge the same.

CERTIFICATE OF MERGER

of

OHIO-SEALY MATTRESS MANUFACTURING CO. HOUSTON

and

OHIO-SEALY MATTRESS MANUFACTURING CO.- FORT WORTH

1.Ohio-Sealy Mattress Manufacturing Co.- Houston (“Sealy of Houston”) and Ohio-Sealy Mattress Manufacturing Co.- Fort Worth (“Sealy of Ft. Worth”) adopted an Agreement and Plan of Merger on the 7^th day of December, 1999 (“hereinafter referred to as the “Effective Date”) under which Ohio-Sealy Mattress Manufacturing Co.- Houston will be merged into Ohio-Sealy Mattress Manufacturing Co.- Fort Worth.

2.Ohio-Sealy Mattress Manufacturing Co.- Houston, a Texas corporation, is a wholly owned subsidiary of Sealy Mattress Company, an Ohio corporation.

3.Ohio-Sealy Mattress Manufacturing Co.- Fort Worth, a Texas corporation, is a wholly owned subsidiary of Sealy Mattress Company, an Ohio corporation.

4.The Board of Directors of Ohio-Sealy Mattress Manufacturing Co.- Houston on September 30, 1999 by unanimous written action approved the merger of Ohio-Sealy Mattress Manufacturing Co.- Houston and Ohio-Sealy Mattress Manufacturing Co.- Fort Worth.

5.The Board of Directors of Ohio-Sealy Mattress Manufacturing Co.- Fort Worth on September 30, 1999 by unanimous written action approved the merger of Ohio-Sealy Mattress Manufacturing Co.- Fort Worth and Ohio-Sealy Mattress Manufacturing Co.- Houston.

6.Sealy Mattress Company, as the sole shareholder of Ohio-Sealy Mattress Manufacturing Co.- Houston, on September 30, 1999 unanimously approved the merger of Ohio-Sealy Mattress Manufacturing Co.- Houston and Ohio-Sealy Mattress Manufacturing Co.- Fort Worth.

7.Sealy Mattress Company, as the sole shareholder of Ohio-Sealy Mattress Manufacturing Co.- Fort Worth, on September 30, 1999 unanimously approved the merger of Ohio-Sealy Mattress Manufacturing Co.- Fort Worth and Ohio-Sealy Mattress Manufacturing Co.- Houston.

8.Ohio-Sealy Mattress Manufacturing Co.- Houston shall be and hereby is merged into Ohio-Sealy Mattress Manufacturing Co.- Fort Worth, which shall ‘be the surviving corporation, and shall be governed by the laws of the State of Texas.

9.The Articles of Incorporation and Bylaws of Ohio-Sealy Mattress Manufacturing Co.- Port Worth, as in effect immediately prior to the Effective Date, shall continue in full

1

force and effect as the Articles of Incorporation and Bylaws of Ohio-Sealy Mattress Manufacturing Co.- Fort Worth until altered or amended as provided therein or in accordance with the laws of the State of Texas.

10.The manner of converting the outstanding shares (1,000) of the capital stock of the constituent corporations into the shares of the surviving corporation is a ten for one exchange.

11.On the Effective Date, the separate existence of Ohio-Sealy Mattress Manufacturing Co.- Houston shall cease and it shall be merged with and into Ohio-Sealy Mattress Manufacturing Co.- Fort Worth.  Ohio-Sealy Mattress Manufacturing Co.- Fort Worth shall, from and after the Effective Date, possess all the rights, privileges, immunities, and franchises of a public (as well private in nature) constituent corporatioN. Ownership of, and title to, all property, real, personal and mixed, and all debts due on any account, including subscriptions to shares, and all other choses in action, and every other interest of, or belonging to, or due to, the constituent corporation shall be taken and deemed to be transferred to and vested in Ohio-Sealy Mattress Manufacturing Co.- Fort Worth.  The title to any real estate or any interest therein vested in the constituent corporation shall not revert to any predecessor in interest, or in any way become impaired by reason of the merger, All liabilities and obligations of the constituent corporation shall be the liabilities and obligations of the surviving Ohio-Sealy Mattress Manufacturing Co.- Fort Worth.  Any claim of an action or pending proceeding by, or against, the constituent corporation may be prosecuted as if the merger had not taken place, Ohio-Sealy Mattress Manufacturing Co.- Fort Worth may be substituted in any such action or proceeding.  Neither the rights of creditors nor any claims upon the property of-the constituent corporations shall be impaired;

12.The terms and conditions of the merger provided for herein are as follows:

a.The Board of Directors of Ohio-Sealy Mattress Manufacturing Co.- Fort Worth before the Effective Date of the merger provided for herein shall be the Board of Directors of Ohio-Sealy Mattress Manufacturing Co, - Fort Worth in office after the Effective Date of the merger,

b.The Officers of Ohio-Sealy Mattress Manufacturing Co.- Fort Worth shall be the same as were in existence prior to the Effective Date of the merger.

c.Ohio-Sealy Mattress Manufacturing Co.- Fort Worth shall pay all expenses of carrying this Agreement and Plan of Merger into effect and accomplishing the merger.

d.Ohio-Sealy Mattress Manufacturing Co, - Fort Worth may receive service of process in the State of Texas in any proceeding for enforcement of any obligation of Ohio-Sealy Mattress Manufacturing Co.— Houston, a Texas corporation, as well as for enforcement of any obligations of the surviving corporation arising from the merger, including any suit or other proceeding to enforce the right of any stockholder as determined in appraisal proceedings pursuant to the provisions of

2

Texas Business Corporation Law, and it does hereby irrevocably appoint the Secretary of the Department of State of the State of Texas as its agent to accept service of process in any such suit or other proceeding.  The address to which a copy of such process shall be mailed by the Corporation Commission is Ohio-Sealy Mattress Manufacturing Co.- Port Worth, c/o CT Corporation System, 350 N. St. Paul Street, Dallas, Texas 75201.

13.Ohio-Sealy Mattress Manufacturing Co.- Fort Worth will be responsible for the payment of all fees and franchise taxes of the merged corporations and will be obligated to pay such fees and franchise taxes if the same are not timely paid.

14.Ohio-Sealy Mattress Manufacturing Co.- Fort Worth’s corporate identification number is 75-1491047.

IN WITNESS WHEREOF, the undersigned have executed this Certificate of Merger, this 7th day of December, 1999.

OHIO- SEALY MATTRESS MANUFACTURING CO.- HOUSTON		OHIO-SEALY MATTRESS MANUFACTURING CO.- FORT WORTH
By:	/s/  Lee Wyatt	By:	/s/  Kenneth L. Walker
Its:	Vice President & CEO	Its:	Vice President , General Counsel
			& Secretary

3

AGREEMENT AND PLAN OF MERGER

This PLAN OF MERGER, entered into and adopted as of this 7th day of December, 1999, made by and between Ohio-Sealy Mattress Manufacturing Co.- Houston (“Sealy of Houston”), a corporation organized and existing ‘under the laws of the State of Texas, and Ohio-Sealy Mattress Manufacturing Co.- Fort Worth (“Sealy Ft. Worth”), a corporation organized and existing under the laws of the State of Texas.

WHEREAS, Ohio-Sealy Mattress Manufacturing Co.- Houston, a Texas corporation, is a wholly owned subsidiary of Sealy Mattress Company;

WHEREAS, Ohio-Sealy Mattress Manufacturing Co.- Fort Worth, a Texas corporation, is a wholly owned subsidiary of Sealy Mattress Company;

WHEREAS, Ohio-Sealy Mattress Manufacturing Co.- Houston and Ohio-Sealy Mattress Manufacturing Co.- Fort Worth, hereinafter collectively referred to as “the Parties”, deem it advisable and generally to the advantage and welfare of the Parties that Ohio-Sealy Mattress Manufacturing Co.- Houston be merged into Ohio-Sealy Mattress Manufacturing Co.- Fort Worth under and pursuant to the provisions of the Texas Business Corporation Law; and

WHEREAS, such merger is intended to qualify as a reorganization in accordance with Section 368(a)(1)(A) of the Internal Revenue Code of 1986, as amended.

NOW, THEREFORE, in consideration of the mutual promises and agreements contained herein, it is hereby agreed as follows:

1.Merger. Ohio-Sealy Mattress Manufacturing Co.- Houston shall merge into Ohio-Sealy Mattress Manufacturing Co.- Fort Worth, with Ohio-Sealy Mattress Manufacturing Co.- Fort Worth being the surviving corporation. Ohio-Sealy Mattress Manufacturing Co.- Fort Worth shall continue its corporate existence and shall remain a Texas corporation. The Parties hereto agree that this merger is in the best interest of Parties.

2.Effective Date.  The merger shall be effective as of the date of the filing of a Certificate of Merger with the Department of State, Division of Corporations, pursuant the Texas Business Corporation Law.  The date upon which the merger shall become effective is referred herein as the “Effective Date”.

3.Abandonment of Plan. Notwithstanding any other provisions contained herein, this Agreement and Plan of Merger may be abandoned by mutual consent of the Parties hereto at any time prior to the Effective Date.

4.Articles of Incorporation. The Articles of Incorporation of Ohio-Sealy Mattress Manufacturing Co.- Fort Worth as it exists on the Effective Date shall be and remain the Articles of Incorporation for the surviving corporation until the same shall be altered, amended or appealed.

4

5.Bylaws.  The Bylaws of Ohio-Sealy Mattress Manufacturing Co.- Fort Worth as it exists on the Effective Date shall become the Bylaws of the surviving corporation until the same shall be altered, amended or repealed or until new Bylaws are adopted in accordance with the provisions of the laws of the State of Texas.

6.Directors and Officers.  The directors and officers of Ohio-Sealy Mattress Manufacturing Co.- Fort Worth shall remain the directors and officers of the surviving corporation.

7.Effect of Merger.  On the Effective Date, the separate existence of Ohio-Sealy Mattress Manufacturing Co.- Houston shall cease, and it shall be merged with and into Ohio-Sealy Mattress Manufacturing Co.- Fort Worth.  Ohio-Sealy Mattress Manufacturing Co.- Fort Worth shall, from and after the Effective Date, possess all the rights, privileges, immunities, and franchises of Ohio-Sealy Mattress Manufacturing Co.- Houston. Ownership of, and title to, all property, real, personal and mixed, and all debts due on any account, including subscriptions to shares, and all other choses in action, and every other interest of, or belonging to, or due to Ohio-Sealy Mattress Manufacturing Co.- Houston shall be taken and deemed to be transferred to and vested in Ohio-Sealy Mattress Manufacturing Co.- Fort Worth.  The title to any real estate or any interest therein vested in Ohio-Sealy Mattress Manufacturing Co.- Houston shall not revert to any predecessor in interest, or in any way become impaired by reason of the merger.  All liabilities and obligations of Ohio-Sealy Mattress Manufacturing Co.- Houston shall be the liabilities and obligations of Ohio-SealyMattress Manufacturing Co.- Fort Worth.  Any claim of an action or pending proceeding by, or against Ohio-Sealy Mattress Manufacturing Co.- Houston may be prosecuted as if the merger had not taken place, or Ohio-Sealy Mattress Manufacturing Co.- Fort Worth may be substituted in any such action or proceeding.  Neither the rights of creditors nor any claims upon the property of Ohio-Sealy Mattress Manufacturing Co.- Houston shall be impaired.  Notwithstanding this provision, confirmatory deeds, assignment, transfer and other like agreements, being desirable to evidence such a transfer or vesting of any property, right, privilege or franchise, may at any time be made and delivered in the name of Ohio-Sealy Mattress Manufacturing Co.- Houston by the last acting officers thereof, or by the corresponding officers of Ohio-Sealy Mattress Manufacturing Co.- Fort Worth.

8.Certificate of Merger.  The actions required to be done by the Texas Business Corporation Law in order to make this Agreement effective, including the filing of a Certificate of Merger, shall be attended to by the proper officers of Ohio-Sealy Mattress Manufacturing Co.- Fort Worth.

9.Cancellations of Shares. On the Effective Date, all of the issued and outstanding shares of stock of Ohio-Sealy Mattress Manufacturing Co.- Houston shall, without any action of the holders thereof, be cancelled and of no effect.  Such shares shaI1 be surrendered for cancellation on the books of Ohio-Sealy Mattress Manufacturing Co.- Houston.

10.Payment of Taxes.  Ohio-Sealy Mattress Manufacturing Co.- Fort Worth will be responsible for the payment of all fees and franchise taxes of the merged corporations and will be obligated to pay such fees and franchise taxes if the same are not timely paid.

5

THIS AGREEMENT OF MERGER shall be filed in the office of the Department of State of the State of Texas, and upon the filing of this agreement of merger in the office of the Department the State of Texas, the merger herein provided for shall be effective.

/s/  Lee Wyatt		/s/  Kenneth L. Walker
Ohio-Sealy Mattress Manufacturing Co.-Houston		Ohio-Sealy Mattress Manufacturing Co-Forth Worth
Attest:	/s/  Kathleen Cox	Attest:	/s/  Kathleen Cox

6

CERTIFICATION

I, Kenneth L. Walker, Secretary of Ohio-Sealy Mattress Manufacturing Co.- Fort Worth, a corporation organized and existing under the laws of the State of Texas, hereby certify, as such Secretary, and under the seal of the corporation, that this agreement of merger was duly submitted to the stockholders of said Ohio-Sealy Mattress Manufacturing Co.- Fort Worth, for the purpose of considering and taking action upon the proposed agreement of merger; that one thousand (1,000) shares of stock of said corporation were on said date, issued and outstanding; that the sole shareholder voted in favor of the merger, and that thereby the agreement of merger was, at said meeting, duly adopted as the act of the stockholder of said Ohio-Sealy Mattress Manufacturing Co.- Fort Worth and the duly adopted agreement of said corporation.

/s/  Kenneth L. Walker
Ohio-Sealy Mattress Manufacturing Co.- Fort Worth	Corporate Seal
Secretary

Witness my hand and the Seal of said Ohio-Sealy Mattress Manufacturing Co.- Fort Worth on this 7^th day of December, 1999.

7

OHIO – SEALY MATTRESS MANUFACTURING CO. – FT. WORTH
AMENDMENTS TO ARTICLES OF INCORPORATION

ARTICLE ONE

The name of the corporation is OHIO – SEALY MATTRESS MANUFACTURING CO. – FT. WORTH.

The following amendment to the Articles of Incorporation was adopted December 29, 1999 by the Board of Directors of Ohio-Sealy Mattress Manufacturing Co.-Ft. Worth which stated that no shares were exchanged or issued.

Article One is amended to read:

The name of the corporation is “SEALY TEXAS MANAGEMENT, INC.”

ARTICLE TWO

The street address of its initial registered office is Republic National Building, c/o CT Corporation System, Dallas, Texas 75201 and the name of its initial registered agent at such address is CT CORPORATION SYSTEM.

Article Six is amended to read:

“The street address of its registered office and agent is CT Corporation Trust Company, 350 N. ST. Paul Street, Dallas, Texas 75201”.

/s/ Kenneth L. Walker

Kenneth L. Walker

Secretary

EX-3.42

EXHIBIT 3.42

April 1, 1988

BY-LAWS
OF
THE OHIO-SEALY MATTRESS MANUFACTURING CO. — FORT WORTH

ARTICLE I
OFFICES

SECTION 1.1  Registered Office.  The registered office of the corporation in the State of Texas shall be located at 1601 Elm Street, Dallas Texas 75201, and the name of the corporation’s registered agent is CT Corporation System.

SECTION 1.2  Other Offices.  The corporation may have offices at such other places both within and without the State of Texas as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II
MEETINGS OF SHAREHOLDERS

SECTION 2.1  Annual Meeting.  The annual meeting of the shareholders of the corporation shall be held at such place and time as the Board of Directors shall fix, on the first Wednesday in April of each year commencing in 1989 or on such other date as the Board shall fix, for the purpose of electing directors and transacting of such other business as may come before the meeting.

SECTION 2.2  Special Meetings.  Special meetings of the shareholders for any purposes or purposes may be called and the time, date and location thereof designated by the, Board of Directors or the Chairman of the Board of Directors (if a Chairman of the Board of Directors shall have been elected).

SECTION 2.3  Notice of Meetings.  Written notice stating the time, date and place of each annual or special meeting of shareholders and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than fifty days before the date of the meeting.

SECTION 2.4  Quorum.  The holders of at least a majority of the shares entitled to vote at the meeting, present in person or represented by-proxy, shall constitute a quorum for the transaction of business at any meeting of shareholders.  If a quorum shall not be present at any meeting, the persons holding or entitled to vote by proxy a majority of the shares entitled to vote at the meeting present or represented at the meeting may adjourn the meeting without notice other than announcement at the meeting (unless other notice is required by law) to any other time, date and place.  At any such adjourned meeting at which a quorum is present or represented, any business may be transacted that could have been transacted at the original meeting had a quorum been present or represented.

SECTION 2.5  Action By Consent.  Any action required or permitted to be taken by the shareholders of the corporation may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE III
DIRECTORS

SECTION 3.1  Number and Election.  The number of directors shall be fixed at three (3), but may be increased or decreased from time to time by resolution of the Board of Directors, provided, that at no time shall the number of directors be less than one (1), and no decrease shall have the effect of shortening the term of any incumbent director.  Directors shall be elected annually by the shareholders, and the persons receiving the greatest number of votes shall be the directors.  Each director elected shall hold office until the successor of such director is elected and qualified or until the death or resignation of such director or the removal of such director.  Directors need not be residents of the State of Texas or shareholders of this corporation.

SECTION 3.2  Resignation.  Any director may resign by giving written notice to the corporation.  Any such resignation shall take effect at the time of receipt of notice thereof or at any later time specified therein, and, unless expressly required, acceptance of such resignation shall not be necessary to make it effective.

SECTION 3.3  Vacancies and Newly Created Directorships.  Any vacancy in the Board of Directors (whether resulting from death, resignation, removal or otherwise) and any newly created directorship may be filled by the affirmative vote of a majority of the directors then in office, though less than a quorum.

SECTION 3.4  Regular Meetings.  An annual meeting of the Board of Directors shall be held, without notice other than this by-law, immediately after, and at the same place as, the annual meeting of shareholders of the corporation.  Additional regular meetings of the Board of Directors may be held without notice at such times, dates and places as may be fixed by the Board of Directors.

SECTION 3.5  Special Meetings.  Special meetings of the Board of Directors may be called by Chairman of the Board of Directors (if a Chairman shall have been elected), or any two directors, and such meetings shall be held at such time, date and place as shall be designated in the call.  Except as otherwise prescribed by the Business Corporation Act of the State of Texas as amended from time to time (the “Texas Statute”) written or actual oral notice of the time, date and place of each special meeting, addressed to each director at such director’s business address, shall be given at least 48 hours prior to such meeting.  Such written notice may be delivered in person, mailed or transmitted by telegram, or, if the addressee has such equipment, by telex or teletype, and shall be deemed to have been given when delivered in person or to the telegraph company, when transmitted on telex or teletype equipment, or 48 hours after deposit in the United States mail postage prepaid.  Any director may waive notice of any meeting.

2

SECTION 3.6  Quorum.  A majority of the whole Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.  If a quorum shall not be present at any meeting, a majority of she directors present may adjourn the meeting without notice other than announcement at the meeting to any other time, date and place.

Any member of the Board of Directors or of any committee designated by the Board may participate in a meeting of the directors or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by means of such equipment shall constitute presence in person at such meeting.

SECTION 3.7  Presumption of Assent.  Unless otherwise provided by the Texas Statute, a director of the corporation who is present at a meeting of the Board of Directors at which action is taken on any corporate matter shall be presumed to have assented to the action taken unless the dissent of such director shall be entered in the minutes of the meeting or unless such director shall file a written dissent to such action with the person acting as Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting.  Such right to dissent shall not apply to a director who voted in favor of such action.

SECTION 3.8  Action without Meeting.  Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if a written consent thereto is signed by all members of the board or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.

SECTION 3.9  Executive Committee.  The Board of Directors may, by resolution passed by a majority of the number of directors fixed by these by-laws, designate one or more directors of the corporation to constitute an executive committee, which, to the extent provided in such resolution and by Texas law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers that may require it.

SECTION 3.10  Other Committees.  The Board of Directors may, by resolution passed by a majority of the number of directors fixed by these by-laws, designate such other committees as it may from time to time determine.  Each such committee shall consist of such number of directors, shall serve for such term and shall have and may exercise, during intervals between meetings of the Board of Directors, such lawfully delegable duties, functions and powers as the Board of Directors may from time to time prescribe.

SECTION 3.11  Quorum and Manner of Acting — Committees.  The presence of a majority of members of any committee shall constitute a quorum for the transaction of business at any meeting of such committee, and the act of a majority of those present shall be necessary for the taking of any action at such meeting.

3

SECTION 3.12  Committee Chairman, Books and Records, Etc.  The chairman of each committee shall be selected from among the members of the committee by the Board of Directors.  Each committee shall keep a record of its acts and proceedings, and all actions of each committee shall be reported to the Board of Directors at its next meeting.  Each committee shall fix its own rules of procedure not inconsistent with these by-laws or the resolution of the Board of Directors designating such committee and shall meet at such times and places and upon such call or notice as shall be provided by such rules.

ARTICLE IV
OFFICERS

SECTION 4.1  Designation of Officers.  The officers of the corporation shall be a President, one or more Vice Presidents (who may be designated by class or function), a Treasurer, a Secretary and such other officers (including Assistant Treasurers and Assistant Secretaries) as the Board of Directors may elect.  The Board of Directors may at any time, in its discretion, elect a Chairman of the Board of Directors (the “Chairman”) to be the chief executive officer of the corporation and to have the other powers and duties set forth herein.

SECTION 4.2  Election and Term.  Each officer shall be elected by the Board of Directors to serve until the successor thereof is elected or until the earlier resignation or removal of such officer.

SECTION 4.3  Resignation, Removal and Vacancies.  Any officer may resign by giving written notice to the Chairman or the Secretary.  Any such resignation shall take effect at the time of receipt of notice thereof or at any later time specified therein, and, unless expressly required, acceptance of such resignation shall not be necessary to make it effective.  Any officer may be removed, with or without cause, by a majority of the directors then in office, and a vacancy in any office (whether resulting from death, resignation, removal or otherwise) may be filled by the Board of Directors.  The removal of any officer shall be without prejudice to any rights such officer may have under any agreement.

SECTION 4.4  Chairman.  In the event that the Board of Directors determines to elect a Chairman pursuant to Section 4.l hereof, the Chairman shall be the chief executive officer of the corporation and shall have authority and responsibility for the general management, direction and overall supervision, subject to the authority of the Board of Directors, of the corporation’s business and affairs and its officers and employees, and shall have the power to appoint, remove and discharge any and all employees of the corporation not elected or appointed directly by the Board of Directors.  The Chairman shall preside at all meetings of the Board of Directors and shareholders and shall have authority to designate the duties and powers of other officers and delegate special powers and duties to specified officers, so long as such designation shall not be inconsistent with any statute, these by-laws or any action of the Board of Directors.  The Chairman shall also have power to execute, and shall execute deeds, mortgages, bonds, contracts or other instruments of the corporation except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors or by the Chairman to some other officer or agent of the corporation.  The Chairman may sign, pursuant to Section 6.1 hereof, certificates for

4

shares of stock of the corporation, the issuance of which shall have been duly authorized by the Board of Directors.  The stock in general shall have all other powers and shall perform all other duties that are normally incident to the chief executive officer of a corporation or as may be prescribed by the Board of Directors from time to time.

SECTION 4.5  President.  Prior to the time, if any, at which the Board of Directors shall elect a Chairman pursuant to Section 4.1 hereof, the President shall have the duties, responsibilities and powers set forth in Section 4.4 hereof.  In the event that the Board of Directors elects a Chairman, the President, under the Chairman, and subject to the authority of the Board of Directors and the Chairman, shall be the chief operating officer of the corporation and shall be charged with implementing the policies of the corporation as determined by the Chairman and the Board of Directors.  In the event that the Chairman, due to absence or any other cause, shall refuse or be unable at any time to attend to or to perform the duties of Chairman as above prescribed, the President shall perform the duties of the Chairman.  The President may sign, pursuant to Section 6.1 hereof, certificates for shares of stock in the corporation, the issuance of which shall have been duly authorized by the Board of Directors.  The President shall have such other powers and duties as the Board of Directors or the Chairman (if a Chairman shall have been elected) may from time to time determine.

SECTION 4.6  Vice Presidents.  In the absence of the President, or in the event of the President’s inability or refusal to act, the Vice Presidents, in order of their rank as fixed by the Board of Directors or, if not ranked, the Vice President designated by the Board of Directors or the Chairman (if a Chairman shall have been elected), shall perform all duties of the President, and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President.  The Vice Presidents shall have such other powers and perform such other duties, not inconsistent with statute, these by-laws, or any action of the Board of Directors, as from time to time may be prescribed for them, respectively, by the Board of Directors or the Chairman (if a Chairman shall have been elected), which may include the execution of deeds, mortgages, bonds, contracts or other instruments of the corporation.  Any Vice President may sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by the Board of Directors.

SECTION 4.7  Treasurer.  The Treasurer shall: (a) be responsible to the Board of Directors for the receipt, custody and disbursement of all funds and securities of the corporation; (b) receive and give receipts for funds due and payable to the corporation from any source whatsoever and deposit all such funds in the name of the corporation in such banks, trust companies or other depositories as shall from time to time be selected in accordance with the provisions of Section 5.2 of these by-laws; (c) disburse the funds of the corporation, as ordered by the Board of Directors or the Chairman or as otherwise required in the conduct of the business of the corporation; (d) render to the Chairman or the Board of Directors, upon request, an account of all transactions of such officer as Treasurer and of the financial condition of the corporation; and (e) in general, perform all the duties normally incident to the office of Treasurer and such other duties as may from time to time be assigned by the Chairman (if a Chairman shall have been elected), the President, the Board of Directors or these by-laws.  The Treasurer may sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by resolution of the Board of Directors.  The Treasurer may delegate such details of the performance of duties of the office of Treasurer as

5

may be appropriate in the exercise of reasonable care to one or more persons in the place of such officer, but shall not thereby be relieved of responsibility for the performance of such duties.

SECTION 4.8  Secretary.  The Secretary shall:  (a) keep the minutes of the meetings of the shareholders, the Board of Directors and committees of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) have charge of the corporate records and of the seal of the corporation; (d) affix the seal of the corporation or a facsimile thereof, or cause the same to be affixed, to all certificates for shares prior to the issue thereof and to all documents the execution of which on behalf of the corporation under its seal is duly authorized by the Board of Directors or otherwise in accordance with the provisions of these by-laws; (e) keep a register of the post office addresses of each shareholder, director and committee member that shall from time to time be furnished to the Secretary by such shareholder, director or member; (f) sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by resolution of the Board of Directors; (g) have general charge of the stock transfer books of the corporation; and (h) in general, perform all duties normally incident to the office of Secretary and such other duties as may from time to time be assigned by the Chairman (if a Chairman shall have been elected), the President or the Board of Directors.  The Secretary may delegate such details of the performance of the duties of the office of Secretary as may be appropriate in the exercise of reasonable care to one or more persons in the place of such officer, but shall not thereby be relieved of responsibility for the performance of such duties.

SECTION 4.9  Assistant Treasurers and Assistant Secretaries.  The Assistant Treasurers and Assistant Secretaries, if any, shall perform all functions and duties that may be assigned to them by the Treasurer or Secretary, respectively, or by the Chairman (if a Chairman shall have been elected), the President or the Board of Directors.  If authorized by the Treasurer or the Secretary, as the case may be, any Assistant Treasurer or Assistant Secretary may sign, pursuant to Section 6.1 hereof, certificates for shares of the corporation in place of the Treasurer or Secretary, respectively.

SECTION 4.10  Other Officers.  The Board of Directors may from time to time elect such other officers to perform such duties and responsibilities as it shall prescribe.

SECTION 4.11  Salaries.  The compensation of the officers of the corporation shall be fixed from time to time by the Board of Directors or by such officer as it shall designate for such purpose or as it shall otherwise direct.  No officer shall be prevented from receiving a salary or other compensation by reason of the fact that such officer is also a director of the corporation.

ARTICLE V
CHECKS AND DEPOSITS

SECTION 5.1  Checks, Drafts, Etc.  All checks, demands, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the

6

corporation shall be signed by such officer or officers or agent or agents of the corporation, and in such manner, as shall from time to time be authorized by the Board of Directors.

SECTION 5.2  Deposits.  All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE VI
SHARE RECORDS AND TRANSFERS

SECTION 6.1  Share Certificates.  Every shareholder shall be entitled to have a certificate in such form as the Board of Directors shall from time to time approve, signed on behalf of the corporation by the President or any elected Vice President, and by the Treasurer or the Secretary (or, if so authorized, any Assistant Treasurer or Assistant Secretary) certifying the number of shares held of record by such shareholder.

SECTION 6.2  Record Ownership.  A record of the name and address of the holder of each certificate, the number of shares represented thereby, and the date of issue thereof shall be made on the corporation’s books.  The corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof, and shall not be bound to recognize any equitable or other claim to or interest in any share on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by the laws of Texas.

SECTION 6.3  Lost Certificates.  Any person claiming a share certificate in lieu of one lost, stolen, mutilated or destroyed shall give the corporation an affidavit as to its loss, theft, mutilation or destruction.  Such holder shall also, if required by the Board of Directors, give the corporation a bond, in such form and amount as may be approved by the Board of Directors (or any agent of the corporation to which authority for such approval shall have been delegated by the Board) sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft, mutilation or destruction of the certificate or the issuance of a new certificate.

SECTION 6.4  Transfer of Shares.  Transfer of shares of stock shall be made on the books of the corporation only by direction of the person named in the certificate or such person’s attorney, lawfully constituted in writing, and only upon the surrender for cancellation of the certificate therefor, duly endorsed or accompanied by a written assignment of the shares evidenced thereby.

SECTION 6.5  Transfer Agent and Registrar.  The corporation may appoint one or more transfer offices or agencies, each in charge of a transfer agent designated by the Board of Directors (who shall have custody, subject to the direction of the Secretary, of the original stock ledger and stock records of the corporation) where the shares of the, capital stock of the corporation of any class or series specified in such appointment shall be registered.  The corporation may also appoint one or more registry offices, each in charge of a registrar designated by the Board of Directors, where its stock of any class or series specified in such appointment shall be registered.  Except as otherwise provided by resolution of the Board of

7

Directors with respect to temporary certificates, no certificate for shares of capital stock of the corporation for which a transfer agent or registrar has been appointed shall be valid unless countersigned by such transfer agent and registered by such registrar authorized as aforesaid.

SECTION 6.6  Restrictions on Transfer.  Any shareholder may enter into an agreement with other shareholders or with the corporation providing for reasonable limitation or restriction on the right of such shareholder to transfer shares of capital stock of the corporation held by such shareholder, including, without limiting the generality of the foregoing, agreements granting to such other shareholders or to the corporation the right to purchase for a given period of time any of such shares.  Any such limitation or restriction on the transfer of shares of this corporation may be set forth on certificates representing shares of capital stock, in which case the corporation or the transfer agent shall not be required to transfer such shares upon the books of the corporation without receipt of satisfactory evidence of compliance with the terms of such limitation or restriction.

ARTICLE VII
 GENERAL PROVISIONS

SECTION 7.1  Fiscal Year.  The fiscal year of the corporation shall end on November 30 of each year.

SECTION 7.2  Voting of Securities.  Subject to control and direction of the Board of Directors, the Chairman of the Board (if a Chairman shall have been elected) or such other person as the Board of Directors may designate for such purpose either generally or in any particular instance, shall have full power and authority, in the name and on behalf of the corporation, to attend, act and vote at any meeting of security holders of any company in which the corporation may hold any securities, or to consent as a security holder to any action proposed to be taken by such company.  At any such meeting, or in connection with any such action, the Chairman of the Board (if a Chairman shall have been elected) or such other person shall possess and may exercise any and all rights and powers incident to the ownership of such securities which, as the holder thereof, the corporation might possess and exercise, and such person may exercise such power and authority through the execution of proxies or written consents or may delegate such power and authority to any other officer, agent or employee of the corporation.

SECTION 7.3  Amendments to By-Laws.  These by-laws may be altered or repealed by the shareholders or Board of Directors.

ARTICLE VIII
INDEMNIFICATION AND INSURANCE

SECTION 8.1  Right to Indemnification.  Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other

8

enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the corporation to the fullest extent authorized by the Texas Statute, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 8.2, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the corporation.  The right to indemnification conferred in this Section 8.1 shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Texas Statute requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to-be indemnified under Section 8.2 or otherwise.  The corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

SECTION 8.2  Right of Claimant to Bring Suit.  If a claim under Section 8.1 is not paid in full by the corporation within thirty days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim.  It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the Texas Statute for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation.  Neither the failure of the corporation (including its Board of Directors, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Texas Statute, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel, or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

9

SECTION 8.3  Non-Exclusivity of Rights.  The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article VIII shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, by-law, agreement, vote of shareholders or disinterested directors or otherwise.

SECTION 8.4  Insurance.  The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Texas Statute.

10

EX-3.43

EXHIBIT 3.43

State of North Carolina
Department of the Secretary of State

Limited Liability Company
ARTICLES OF ORGANIZATION

Pursuant to §57C-2-20 of the General Statutes of North Carolina, the undersigned do hereby submit these Articles of Organization for the purpose of forming a limited liability company.

1.The name of the limited liability company is:  SEALY TEXAS HOLDINGS LLC

2.If the limited liability company is a dissolve by a specific date, the latest date on which the limited liability company is to dissolve:  (If no date for dissolution is specified, there shall be no limit on the duration of the limited liability company.)  N/A

3.The name and address of each person executing these articles of organization is as follows:  (State whether each person is executing these articles of organization in the capacity of a member, organizer or both).  MEMBER

SEALY TEXAS MANAGEMENT, INC. (formerly known as OHIO-SEALY MATTRESS MANUFACTURING COMPANY – FT. WORTH)

4.The street address and county of the initial registered office of the limited liability company is:

Number and Street:	225 Hillsborough Street
City, State, Zip Code:	Raleigh, North Carolina 27603	County:  Wake

5.The mailing address if different from the street address of the initial registered office is:

6.The name of the initial registered agent is:CT CORPORATION SYSTEM

7.Check one of the following:

ý(i)  Member-managed LLC:  all members by virtue of their status as members shall be managers of this limited liability company.

o(ii) Manager-managed LLC:  except as provided by N.C.G.S. Section 57C-3-20(a), the members of this limited liability company shall not be managers by virtue of their status as members.

8.Any other provisions which the limited liability company elects to include are attached.

9.These articles will be effective upon filing, unless a date and/or time is specified.

This is the 19^th day of November, 1999.

MEMBER

SEALY TEXAS MANAGEMENT, INC., (formerly
known as Ohio-Sealy Mattress Manufacturing
Company – Ft. Worth

/s/ Kenneth L. Walker

Signature

Kenneth L. Walker

V.P., General Counsel & Secretary

Type or Print Name and Title

NOTES:

1.Filing fee is $125.  This document and one exact or conformed copy of these articles must be filed with the Secretary of State.

(Revised October 1999)
CORPORATIONS DIVISION P.O. Box 29622 (Form L-01)
RALEIGH, NC 27626-0622

2

EX-3.44

EXHIBIT 3.44

OPERATING AGREEMENT

OF

SEALY TEXAS HOLDINGS, LLC

(a North Carolina Limited Liability Company)

EXECUTED:  APRIL 1, 2003

EFFECTIVE:  APRIL 1, 2003

TABLE OF CONTENTS

ARTICLE I - FORMATION OF THE COMPANY
	1.1.	Formation
	1.2.	Name
	1.3.	Registered Office and Registered Agent
	1.4.	Principal Place of Business
	1.5.	Purposes and Powers
	1.6.	Term
	1.7.	Nature of Member’s Interest
ARTICLE II - DEFINITIONS
ARTICLE III - MANAGEMENT OF THE COMPANY
	3.1.	Management
	3.2.	Indemnification for Management Services
ARTICLE IV - RIGHTS AND OBLIGATIONS OF MEMBER
	4.1.	Name and Address of Member
	4.2.	Limited Liability
ARTICLE V - CAPITAL CONTRIBUTIONS AND LOANS
ARTICLE VI - ALLOCATIONS, ELECTIONS AND REPORTS
ARTICLE VII - DISTRIBUTIONS
ARTICLE VIII – DISSOLUTION AND LIQUIDATION OF THE COMPANY
	8.1.	Dissolution Events
	8.2.	Liquidation
	8.3.	Articles of Dissolution
ARTICLE IX - MISCELLANEOUS
	9.1.	Records
	9.2.	Survival of Rights
	9.3.	Interpretation and Governing Law
	9.4.	Severability
	9.5.	Agreement in Counterparts
	9.6.	Creditors Not Benefited
Attachments:
	Schedule 1 -		Name, address, Capital Contribution and Membership Interest of the Sole Member

Sealy Texas LLC OPERATING AGREEMENT 040103

i

OPERATING AGREEMENT

OF

SEALY TEXAS HOLDINGS, LLC

THIS OPERATING AGREEMENT OF SEALY TEXAS HOLDINGS, LLC (the “Company”), a limited liability company organized pursuant to the North Carolina Limited Liability Company Act, is executed effective as of the date set forth on the cover page of this Agreement. SEALY TEXAS MANAGEMENT, INC. (“Member”) is the sole member of the Company. Solely for federal and state tax purposes and pursuant to Treasury Regulations Section 301.7701, the Member and the Company intend the Company to be disregarded as an entity that is separate from the Member. For all other purposes (including, without limitation, limited liability protection for the Member from Company liabilities), however, the Member and the Company intend the Company to be respected as a separate legal entity that is separate and apart from the Member.

ARTICLE I - FORMATION OF THE COMPANY

1.1.         Formation.  The Company was formed on December 14, 1999 upon the filing with the Secretary of State of the Articles of Organization of the Company.

1.2.         Name.  The name of the Company is as set forth on the cover page of this Agreement. The Member may change the name of the Company from time to time as it deems advisable, provided appropriate amendments to this Agreement and the Articles of Organization and necessary filings under the Act are first obtained.

1.3.         Registered Office and Registered Agent.  The Company’s registered office within the State of North Carolina and its registered agent at such address shall be as the Member may from time to time deem necessary or advisable.

1.4.         Principal Place of Business.  The principal place of business of the Company within the State of North Carolina shall be at such place or places as the Member may from time to time deem necessary or advisable.

1.5.         Purposes and Powers.

(a)           The purpose of the Company shall be to engage in any lawful business for which limited liability companies maybe organized under the Act.

(b)           The Company shall have any and all powers that are necessary or desirable to carry out the purposes and business of the Company, to the extent the same may be legally exercised by limited liability companies under the Act.

1.6.         Term.  The Company shall continue in existence until it is dissolved and its affairs wound up in accordance with the provisions of this Agreement or the Act.

1.7.         Nature of Member’s Interest.  The interest of the sole Member in the Company shall be personal property for all purposes. Legal title to all Company assets shall be held in the name of the Company.

ARTICLE II - DEFINITIONS

The following terms used in this Agreement shall have the following meanings (unless otherwise expressly provided herein):

“Act” means the North Carolina Limited Liability Company Act, as the same may be amended from time to time.

“Agreement” means this Operating Agreement, as amended from time to time.

“Articles of Organization” means the Articles of Organization of the Company filed with the Secretary of State, as amended or restated from time to time.

“Code” means the Internal Revenue Code of 1986, as amended from time to time (and any corresponding provisions of succeeding law).

“Manager” means the Member.

“Member” means Sealy Texas Management, Inc.

“Person” means an individual, a trust, an estate, a domestic corporation, a foreign corporation, a professional corporation, a partnership, a limited partnership, a limited liability company, a foreign limited liability company, an unincorporated association or another entity.

“Property” means (i) any and all property acquired by the Company, real and/or personal (including, without limitation, intangible property) and (ii) any and all of the improvements constructed on any real property.

“Secretary of State” means the Secretary of State of North Carolina.

“Treasury Regulations” means the Income Tax Regulations and Temporary Regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

ARTICLE III - MANAGEMENT OF THE COMPANY

3.1.         Management.  The Member, by virtue of its status as the sole Member, shall be the Manager of the Company. Except as otherwise expressly provided in this Agreement, the Articles of Organization or the Act, all decisions with respect to the management of the business and affairs of the Company shall be made by the Manager or, if the Manager so delegates, by a Board of Directors each of whom shall be appointed and removed by the Manager.  The sole Member or the Board of Directors may appoint or remove officers to manage and control the day to day business, operations and affairs of the Company in the ordinary course of its business and

2

shall have such other powers and duties as may be prescribed by the Manager or the Board of Directors.

3.2.         Indemnification for Management Services.  The Company shall indemnify the Manager, as well as any directors, officers or authorized delegatee(s) in connection with their services to the Company to the fullest extent permitted or required by the Act, as amended from time to time, and the Company may advance expenses incurred by such person upon the approval of the Manager (or the Member in the event of an advance to the Manager), upon the receipt by the Company of a signed statement agreeing to reimburse the Company for such advance in the event it is ultimately determined that such party is not entitled to be indemnified by the Company against such expenses.

ARTICLE IV - RIGHTS AND OBLIGATIONS OF MEMBER

4.1.         Name and Address of Member.  The name, address and Membership Interest of the Member is reflected in Schedule I attached hereto.

4.2.         Limited Liability.  The Member shall not be required to make any contribution to the capital of the Company except as set forth in Schedule I nor shall the Member in its capacity as such be bound by, or personally liable for, any expense, liability or obligation of the Company except to the extent of its interest in the Company and the obligation to return distributions made to her under certain circumstances as required by the Act. The Member shall be under no obligation to restore a deficit capital account upon the dissolution of the Company or the liquidation of Membership Interest.

ARTICLE V - CAPITAL CONTRIBUTIONS AND LOANS

The Member has contributed property to the Company as the initial Capital Contribution as set forth opposite its name on Schedule I attached hereto.

ARTICLE VI - ALLOCATIONS, ELECTIONS AND REPORTS

All allocations of profit and loss of the Company and all assets and liabilities of the Company shall, solely for state and federal tax purposes, be treated as that of the Member pursuant to Treasury Regulations Section 301.7701, but for no other purpose (including, without limitation, limited liability protection for the Member from Company liabilities).

ARTICLE VII - DISTRIBUTIONS

Distributions of assets shall be made on such basis and at such time as determined by the Member.

ARTICLE VIII – DISSOLUTION AND LIQUIDATION OF THE COMPANY

8.1.         Dissolution Events.  The Company will be dissolved upon the happening of any of the following events:

3

(a)           All or substantially all of the assets of the Company are sold, exchanged or otherwise transferred (unless the Member has elected to continue the business of the Company);

(b)           The Member signs a document stating its election to dissolve the Company;

(c)           The entry of a final judgment, order or decree of a court of competent jurisdiction adjudicating the Company to be bankrupt and the expiration without appeal of the period, if any, allowed by applicable law in which to appeal; or

(d)           The entry of a decree of judicial dissolution or the issuance of a certificate for administrative dissolution under the Act.

8.2.         Liquidation.  Upon the happening of any of the events specified in Section 8.1 and, if applicable, the failure of the Member to continue the business of the Company, the Member, or any liquidating trustee designated by the Member, will commence as promptly as practicable to wind up the Company’s affairs unless the Member or the liquidating trustee (either, the “Liquidator”) determines that an immediate liquidation of Company assets would cause undue loss to the Company, in which event the liquidation may be deferred for a time determined by the Liquidator to be appropriate.  Assets of the Company may be liquidated or distributed in kind, as the Liquidator determines to be appropriate.  The Member will continue to be entitled to Company cash flow and Company profits during the period of liquidation.  The proceeds from liquidation of the Company and any Company assets that are not sold in connection with the liquidation will be applied in the following order of priority:

(a)           To payment of the debts and satisfaction of the other obligations of the Company, including without limitation debts and obligations to the Member;

(b)           To the establishment of any reserves deemed appropriate by the Liquidator for any liabilities or obligations of the Company, which reserves will be held for the purpose of paying liabilities or obligations and, at the expiration of a period the Liquidator deems appropriate, will be distributed in the manner provided in Section 8.2(c); and, thereafter

(c)           To the Member.

8.3.         Articles of Dissolution.  Upon the dissolution and commencement of the winding up of the Company, the Member shall cause Articles of Dissolution to be executed on behalf of the Company and filed with the Secretary of State, and the Member shall execute, acknowledge and file any and all other instruments necessary or appropriate to reflect the dissolution of the Company.

4

ARTICLE IX - MISCELLANEOUS

9.1.         Records.  The records of the Company will be maintained at the Company’s principal place of business or at any other place the Member selects, provided the Company keeps at its principal place of business the records required by the Act to be maintained there.

9.2.         Survival of Rights.  Except as provided herein to the contrary, this Agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns.

9.3.         Interpretation and Governing Law.  When the context in which words are used in this Agreement indicates that such is the intent, words in the singular number shall include the plural and vice versa.  The masculine gender shall include the feminine and neuter.  The Article and Section headings or titles shall not define, limit, extend or interpret the scope of this Agreement or any particular Article or Section.  This Agreement shall be governed and construed in accordance with the laws of the State of North Carolina without giving effect to the conflicts of laws provisions thereof.

9.4.         Severability.  If any provision, sentence, phrase or word of this Agreement or the application thereof to any person or circumstance shall be held invalid, the remainder of this Agreement, or the application of such provision, sentence, phrase or word to Persons or circumstances, other than those as to which it is held invalid, shall not be affected thereby.

9.5.         Agreement in Counterparts.  This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute one and the same instrument.

9.6.         Creditors Not Benefited.  Nothing in this Agreement is intended to benefit any creditor of the Company. No creditor of the Company will be entitled to require the Member to solicit or accept any loan or additional capital contribution for the Company or to enforce any right which the Company may have against a Member, whether arising under this Agreement or otherwise.

[signature page to follow]

5

IN WITNESS WHEREOF, the undersigned, being the sole Member of the Company, has caused this Agreement to be duly executed as of the 1^st day of April, 2003.

SEALY TEXAS MANAGEMENT, INC
By:	/s/ Kenneth L. Walker
Name: Kenneth L. Walker
Title: Vice President, General Counsel & Secretary

6

SCHEDULE I

Name and Address of Member	Membership Interest
SEALY TEXAS MANAGEMENT, INC. One Office Parkway Trinity, NC 27370	100	%
TOTAL —	100	%

EX-3.45

Exhibit 3.45

Office of the Secretary of State
Corporations Section
P.O. Box 13697
Austin, Texas 78711-3697

CERTIFICATE OF LIMITED PARTNERSHIP

1.The name of the limited partnership is Sealy Texas L.P.

2.The street address of its proposed registered office in Texas is (a P.O. Box is not sufficient) 350 N. St. Paul Street, Dallas, Texas 75201 and the name of its proposed registered agent in Texas at such address is CT Corporation System

3.The address of the principal office in the United States where records of the Partnership are to be kept or made available is Sealy Texas L.P., One Office Parkway, Trinity, North Carolina 27370

4.The name, the mailing address, and the street address of the business or residence of each general partner is as follows:

NAME	MAILING ADDRESS	STREET ADDRESS
	(include city, state, zip code)	(include city, state, zip code)
Sealy Texas Management, Inc.	One Office Parkway	One Office Parkway
	Trinity, NC 27370	Trinity, NC 27370

Date Signed:  November 19, 1999
	Sealy Texas Management, Inc.
	General Partner(s)
	By:	Kenneth L. Walker
		Kenneth L. Walker

EX-3.46

EXHIBIT 3.46

LIMITED PARTNERSHIP AGREEMENT

OF SEALY TEXAS, L.P.

Dated:  December 29, 1999

ORIGINAL

LIMITED PARTNERSHIP AGREEMENT

OF SEALY TEXAS, L.P.

THIS LIMITED PARTNERSHIP AGREEMENT OF SEALY TEXAS, L.P., made and entered into as of December 29, 1999, between SEALY TEXAS MANAGEMENT, INC., a Texas corporation as General Partner (“General Partner”), and SEALY TEXAS HOLDINGS LLC, a North Carolina Limited Liability Company, as Limited Partner (“Limited Partner”).

WITNESSETH:

WHEREAS, the General Partner and the Limited Partner (referred to herein collectively as the “Partners”) desire to form a limited partnership for the purposes herein expressed;

NOW, THEREFORE, in consideration of the premises, the terms and covenants contained herein, and the contributions to capital by the Partners as set forth in Article III of this Agreement, the Partners agree as follows:

ARTICLE I

FORMATION AND ORGANIZATION

1.1Formation: Name of Partnership.  The Partners hereby enter into and form a limited partnership (the “Partnership”) under the Texas Revised Limited Partnership Act (Vernon’s Civil Statutes Art. 5132a-1, Section 1.01, et seq.) (the “Act”) for the purposes hereinafter set forth. The name of the Partnership shall be SEALY TEXAS L.P., and the Partnership shall conduct its business under such name or such assumed name or names as the General Partner deems necessary or appropriate.

1.2Definitions.  The following terms as used herein, unless the context specifically requires otherwise, shall have the following respective meanings:

“Act” is defined in Section 1.1.

“Adjusted Capital Account Deficit” shall mean, with respect to any Partner, the deficit balance, if any, in such Partner’s Capital Account as of the end of the relevant year, after giving effect to the following adjustments: (i) credit to such Capital Account any amounts which such Partner is obligated to restore pursuant to Section 3.4, Section 7.4, Section 7.7, or any other provision of this Agreement; (ii) credit to such Capital Account the partner’s share of Minimum Gain; and (iii) debit to such Capital Account the items described in Treasury Regulations Sections 1.704-1(b)(2)(ii) (d) (4), (5) and (6). The foregoing definition

1

of Adjusted Capital Account Deficit is intended to comply with the provisions of Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

“Affiliate” shall mean any corporation, partnership or association controlled by, controlling or under common control with a Partner, with the concept of “control” in this context meaning the ownership of at least 50% of the voting securities or partnership equity or other beneficial interest of the controlled entity.

“Agreement” shall mean this instrument, as it may be amended from time to time pursuant to Section 8.4. Unless otherwise specified, all references herein to Sections are to Sections of this Agreement.

“Capital Account” is defined in Section 4.2.

“Capital Contributions” of a Partner shall mean the cash and the agreed value of the property contributed by such Partner to the Partnership pursuant to Section 3.1.

“Capital Percentage” is defined in Section 3.2.

“Code” shall refer to the Internal Revenue Code of 1986, as amended.

“Costs” shall mean all costs and expenses incurred by the Partnership or by any Partner on behalf of the Partnership, but excluding principal payments on Partnership loans and distributions to Partners.

“Entity” shall mean any corporation, partnership, joint venture, trust or other organization.

“Minimum Gain” shall mean the aggregate gain, if any, that would be realized by the Partnership for purposes of computing income or loss with respect to each Partnership asset if each Partnership asset was disposed of by the Partnership in a taxable transaction in full satisfaction of all nonrecourse liabilities of the Partnership secured by such asset. Minimum Gain with respect to each Partnership asset shall be further determined in accordance wit the rules of Treasury Regulation § 1.704-2(d) and any subsequent rule or regulation governing the determination of minimum gain. A Partner’s share of Minimum Gain at the end of any Partnership year shall equal the aggregate Nonrecourse Deductions allocated to such Partner (or his predecessors in interest) up to that time, less such Partner’s (and predecessors’) aggregate share of decreases in Minimum Gain determined in accordance with Treasury Regulation § 1.704-2(g).

“Net Cash Flow” of the Partnership is defined in Section 4.3.

“Net Income” shall mean for a taxable year of the Partnership the excess of (i) the income and gain of the Partnership for such year, determined in

2

accordance with the accounting principles described in Section 4.1.1, over (ii) the deductions and losses of the Partnership for such year, determined in accordance with the accounting principles described in Section 4.1.1.

“Net Loss” shall mean for a taxable year of the Partnership the excess of (i) the deductions and losses of the Partnership for such year, determined in accordance with the accounting principles described in Section 4.1.1, over (ii) the income and gain of the Partnership for such year, determined in accordance with the accounting principles described in Section 4.1.1.

“Nonrecourse Deductions” shall mean the excess, if any, of the net increase in the amount of Minimum Gain during a Partnership year over the aggregate amount of any distributions during such year of proceeds of a nonrecourse liability that are allocable to an increase in Minimum Gain. The Nonrecourse Deductions of a year shall consist first of depreciation with respect to each item of Partnership property to the extent of the increase in Minimum Gain attributable to nonrecourse liabilities of the Partnership secured by such Partnership property, with the remainder of any Nonrecourse Deductions made up of a pro rata portion of the Partnership’s other items of loss. Nonrecourse Deductions shall be further determined in accordance with the rules of Treasury Regulation §§ 1.704-2(b)(1) and 1.704-2(c) and any subsequent rule or regulation governing the determination of nonrecourse deductions.

“Optional Partner Loan” is defined in Section 3.3.2.

“Partner Minimum Gain” shall mean the aggregate of the partner nonrecourse debt minimum gain amounts of the Partnership computed in accordance with Treasury Regulation § 1.704-2(i)(3).

“Partner Nonrecourse Deductions” shall be determined in accordance with the principles of Treasury Regulation § 1.704-2(i)(1). The amount of Partner Nonrecourse Deductions for a partnership fiscal year is determined in accordance with Treasury Regulation § 1.704-2(i)(2) and generally equals the net increase, if any, in the amount of Partner Minimum Gain during that fiscal year, determined pursuant to Treasury Regulation § 1.704-2(i)(3).

“Partners” shall refer collectively to the General Partner and the Limited Partner, together with any other persons who hereafter may be admitted to the Partnership in accordance with the provisions of this Agreement, and shall also include, for allocation and distribution purposes only, any individual or Entity which has acquired all or any portion of a Partnership Interest (as distinguished from a lien thereon or a security interest therein) in a manner permitted by this Agreement, provided that notice of such acquisition has been received by the General Partner, whether or not such individual or Entity is a substituted Partner.

“Partnership” is defined in Section 1.1.

“Partnership Interest” is defined in Section 3.2.

3

“Partnership Office” is defined in Section 1.4.

“Prime Rate” shall mean the rate as determined from such bank or other source as the Partners may agree.

“Section 754 Election” is defined in Section 5.3.1.

“Winding Up” shall mean the period following a dissolution of the Partnership.

Other capitalized terms used in this Agreement shall have the meanings indicated.

1.3Term.  This Agreement shall be effective and the Partnership shall commence as of the effective date of this Agreement, and shall continue until the termination of the Partnership in accordance with the provisions of Article VII.

1.4Principal Office.  The principal office of the Partnership (the “Partnership Office”), where the books and records of the Partnership shall be kept, shall be One Office Parkway, Trinity, North Carolina, County of Randolph 27370 or such other location or locations as the General Partner may determine.

1.5Registered Agent and Registered Office.  The Corporation Trust Center will be the registered agent for service of process of the Partnership in Texas. The address of the registered agent and the address of the registered office of the Partnership in Texas is 350 N. St. Paul Street, Dallas, Texas 75201.

1.6Purpose of the Partnership. The purpose of the Partnership is to engage in any lawful act or activity for which limited partnerships may be organized under the Act, including without limitation, the manufacture and distribution of mattresses.

ARTICLE II

MANAGEMENT

2.1Powers of General Partner. The General Partner shall have the full, exclusive and complete discretion to manage and control, and shall make all decisions affecting the business of and have all the powers of, the Partnership, and shall have all the rights, powers and duties of a general partner of a partnership without limited partners. Without limiting the generality of the foregoing, the General Partner shall have the powers and duties to cause the partnership (without consent from the Limited Partners):

(i)to borrow money, execute instruments evidencing indebtedness, and secure indebtedness by mortgage, deed of trust, pledge, security interest or other lien in furtherance of Partnership purposes; to pay and discharge all indebtedness owing with respect to and secured by the Partnership’s assets, or any part thereof, and to cause the Partnership to make such other payments and perform

4

such other acts as the General Partner may deem necessary to preserve the interest of the Partnership therein;

(ii)to sell, assign, transfer, convey or otherwise dispose of Partnership property; to merge one or more entities with and into the Partnership;

(iii)to prepare and file all requisite tax returns required by federal, state and local authorities having jurisdiction over the Partnership, and to cause the partnership to pay and discharge all taxes and assessments levied and assessed against the Partnership’s assets, or any part thereof;

(iv)to comply with appropriate state laws respecting workers’ compensation and liability insurance, including the purchase of any required insurance and such additional insurance as the General Partner may deem necessary or appropriate:

(v)to keep all books of accounts and other records required by the Partnership, and to keep vouchers, statements, receipted bills and invoices and other records, covering collections, disbursements, and other data in connection with the Partnership;

(vi)to prepare and deliver to the Limited Partner such periodic reports as the General Partner may deem appropriate and to cause the Partnership to prepare and deliver annual reports in accordance with Section 5.1;

(vii)to retain or employ for the Partnership’s account and coordinate their services of all employees, supervisors, accountants, attorneys and other persons necessary or appropriate to carry out the business of the Partnership;

(viii)to the extent funds of the Partnership are available, to pay all debts and other obligations of the Partnership;

(ix)to maintain all funds of the Partnership in an account or accounts at or in any bank or banks;

(x)to determine the time and amount of distributions of Net Cash Flow to the Partners, and to make such distributions in accordance with Section 4.4 and the other provisions of this Agreement, and to establish reasonable reserves as the General Partner may determine to be advisable; and

(xi)to do any act which is necessary to carrying out any of the purposes of the Partnership, including without limitation the foregoing.

5

The foregoing powers shall be exercised by the General Partner on the Partnership’s behalf and in its name, as its act and deed. All actions taken by the General Partner in the course of the Partnership’s business shall be binding on the Partnership and all Partners.

2.2Time.  The General Partner shall devote to the conduct of the Partnership’s affairs such time as is reasonably necessary to effectively carry out the day-to-day management of the Partnership. Nothing in this Agreement shall be deemed to restrict in any way the freedom of any Partner to invest in and receive income from any business or other activity.

2.3Reimbursement of Costs.  The Partnership shall promptly reimburse the General Partner for all reasonable costs and expenses incurred directly by the General Partner (other than overhead costs) on behalf of the Partnership when and as such costs are incurred. These expenses may include, but are not limited to, direct third party costs incurred in the administration of the Partnership.

2.4Limitation on the General Partner’s Responsibility.  The General Partner’s obligations to perform the functions enumerated herein and such other obligations as may arise by operation of law shall be performable only to the extent that the Partnership has funds available therefor, and the General Partner shall not be personally liable to furnish involuntarily its own funds for any such purpose. The General Partner shall be obligated to act in good faith, and so long as it acts in good faith and is not grossly negligent, it shall have no liability or obligation to the Limited Partner or the Partnership for any decision, act or omission, whether or not such decision, act or omission may have been reasonably prudent, may have been a negligent act or omission or may have been in good or bad business judgment.

2.5The Limited Partner Shall Not Act.  The Limited Partner shall not perform any act on behalf of the Partnership, incur any expense, obligation or indebtedness of any nature on behalf of the Partnership, or in any manner participate in the management of the Partnership or receive or be credited with any amounts, except as specifically contemplated hereunder.

2.6Power of Attorney.  By the execution of this Agreement, the Limited Partner does irrevocably constitute and appoint the General Partner as its true and lawful attorney-in-fact and agent with full power and authority to act in its name, place and stead in the execution, acknowledgement, delivering, filing and recording of all certificates and documents that the General Partner deems necessary or reasonably appropriate for the following specific purposes:

(i)to qualify or continue the Partnership as a limited partnership in Texas and to qualify the Partnership to do business in the states in which the Partnership is required to qualify;

(ii)to reflect a change in the identity of any Partner, the addition of any Partner pursuant to the provisions of Article VI or an

6

amendment of this Agreement made pursuant to the provisions of Section 8.4; and

(iii)to reflect the dissolution and termination of the Partnership after same has been dissolved and terminated in accordance herewith.

The power of attorney granted herein shall be deemed to be coupled with an interest, shall be irrevocable and shall, to the extent permitted by law, survive the termination or death of the Limited Partner, and shall be binding on any assignee or vendee of the Limited Partner’s Partnership Interest hereunder, or any portion thereof, including any of the distributive rights relating thereto.

2.7Indemnification. Indemnification Nonexclusivity.  Each person, entity or organization who at any time shall serve, or shall have served, as the General Partner or a. member, manager, director [or executive officer] of the General Partner, or any person, entity or organization who, while the General Partner or a member, manager, director [or executive officer] of the General Partner, is or was serving at the request of the Partnership or the General Partner as a member, manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic corporation, limited liability company, partnership, limited partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise (each such person, entity or organization referred to herein as an “indemnitee”), shall be entitled to indemnification as and to the fullest extent permitted by Texas law or any successor statutory provisions, as from time to time amended, but subject to the limitations provided in this Agreement, from and against any and all judgments, penalties, fines (including excise taxes), amounts paid in settlement.

ARTICLE III

CAPITAL OF THE PARTNERSHIP

3.1Capital Contributions and Partnership Interests of the Partners.

3.1.1Initial Contributions.  Upon execution of this Agreement, (i) the General Partner is hereby contributing Five Thousand Dollars ($5,000) to the capital of the Partnership, and (ii) the Limited Partner is hereby contributing, Four Hundred Sixty-Nine Thousand ($469,000) to the capital of the Partnership.

3.1.2No Additional Contributions.  Except as provided in Section 3.4, no Partner shall be required to make additional contributions to the Partnership. Any additional contributions that are approved by both Partners shall be made in accordance with their relative Capital Percentages.

3.2Partnership Interests: Capital Percentages.  The interest of each Partner in the Partnership (which shall include, without limitation, its rights as Partner and its

7

interest in revenues, costs, Net Cash Flow and distributions pursuant to Section 7.4, hereinafter collectively called the “Partnership Interest”) shall be expressed as a percentage (the “Capital Percentage”) as set forth opposite each Partner’s name on Exhibit A attached hereto.

3.3Additional Funds to Cover Costs.

3.3.1Third Party Loans.  In the event that the Partnership, in order to discharge Costs or indebtedness, requires funds in excess of revenues, the General Partner shall be authorized, at any time and from time to time, to cause the Partnership to borrow such additional funds as shall in the judgment of the General Partner be sufficient for such purposes, upon such terms as the General Partner may deem advisable.

3.3.2Optional Partner Loans. The General Partner may elect, but shall not be obligated, to make loans to the Partnership for unfunded Costs. If the General Partner elects to make any loans to the Partnership pursuant to this Section 3.3.2, it shall give the Limited Partner written notice thereof not less than 30 days prior to the date such loan is to be made. Such notice shall set forth the purposes of such loan. The Limited Partner shall have the right to elect to lend its Capital Percentage share of the amounts to be lent pursuant to this Section 3.3.2. (which loans, whether made by the General or the Limited Partner pursuant to this Section 3.3.2, shall be called “Optional Partner Loans”) The Limited Partner may exercise such rights by giving the General Partner notice of such election within such 30 day period. In no case will the General Partner or the Limited Partner be obligated to make any loan to the Partnership other than any amounts that such Partner elects to lend pursuant to this Section 3.3.2.

3.3.3Interest Rate.  All Optional Partner Loans shall earn interest at a per annum rate to be determined by the General Partner and shall be reimbursed to the Partners from Net Cash Flow as provided in Section 4.4.

3.4Deficit Restoration Election.  The Limited Partner shall have the option, exercisable at any time and from time to time, to elect to have the obligation pursuant to Treasury Regulation § 1.704-1(b)(2)(ii)(b)(3) to contribute to the capital of the Partnership the amount necessary to restore a deficit balance in such Limited Partner’s Capital Account to zero in the event the Partnership is “liquidated” within the meaning of Treasury Regulation § 1.704-1(b)(2)(ii)(g), or such lesser amount as may be designated by the Limited Partner making such election. The amount that the Limited Partner elects to restore shall be hereinafter referred to as the “Deficit Restoration Obligation”. Any such election shall be made pursuant to a written notice to the General Partner (“Deficit Restoration Notice”), which Deficit Restoration Notice shall specify the total amount of the Deficit Restoration Obligation of such Partner and which shall be effective for the taxable year which it is received, and thereafter, unless modified as hereinafter provided. A Limited Partner may amend or revoke a Deficit Restoration Notice

8

delivered pursuant hereto; provided, however, that in no event shall a Limited Partner reduce the amount of the Deficit Restoration Obligation to an amount that, after adjustment for such reduction, shall cause such Partner to have an Adjusted Capital Account Deficit.

3.5No Further Obligation.  Except as expressly provided for in or contemplated by this Article III and Section 7.7, no Partner shall have any obligation to provide funds to the Partnership, whether by contributions to capital, loans, return of monies received pursuant to the terms of this Agreement or otherwise.

ARTICLE IV

ALLOCATIONS, NET CASH FLOW AND DISTRIBUTIONS

4.1Allocations.

4.1.1In General.  The recognition and classification of the items of income, gain, loss and deduction of the Partnership (whether recognized prior to or during Winding Up) shall be the same for purposes of this Section 4.1 as their recognition and classification for federal income tax purposes, determined (i) without regard to any Section 754 Election that may have been made and (ii) without regard to any provision of the Code that provides that an item of income or gain is not includable in gross income or that an expenditure is not deductible or chargeable to a capital account.

4.1.2Net Income and Loss.  Net Income and Net Loss shall be allocated to the Partners in accordance with their respective Capital Percentages.

4.1.3Restrictions on Allocations.  Notwithstanding anything to this Section 4.1 to the contrary:

(i)The Net Loss allocated to a Partner pursuant to Section 4.1 hereof shall not exceed the maximum amount of Net Loss that can be so allocated without causing such Partner to have an Adjusted Capital Account Deficit at the end of the fiscal year. All Net Loss in excess of the limitation set forth in this. Section 4.1.3(i) shall be allocated to the other Partners to the extent that such allocation would not cause such other Partners to have an Adjusted Capital Account Deficit.

(ii)In the event a Partner receives any adjustments, allocations or distributions described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d), (4), (5) or (6), items of Net income shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the Adjusted. Capital Account Deficit of such Partner as quickly as possible.

9

(iii)In the event a Partner has an Adjusted Capital Account Deficit at the end of any Partnership fiscal year, such Partner shall be specially allocated items of Net Income in the amount and manner sufficient to eliminate, to the extent required by Treasury Regulations, the Adjusted Account Deficit of such Partner as quickly as possible.

(iv)Notwithstanding any other provision of this Agreement, but subject to the exceptions set forth in Treasury Regulation Section 1.704-2(f)(2), (3), (4) or (5), if there is a net decrease in Minimum Gain during a Partnership fiscal year, the Partners must be allocated items of Net Income for such year (and, if necessary, subsequent years) in the proportion to, and to the extent of, an amount equal to such Partner’s share of the net decrease in Minimum Gain (as such share is determined in accordance with Treasury Regulation Section 1.704-2(g)(2)). The Minimum Gain chargeback shall consist first of Net Income from the disposition of Partnership assets subject to nonrecourse liabilities of the Partnership with the remainder of the Minimum Gain chargeback, if any, made up of a pro rate portion of the Partnership’s other items of Net Income for such year and shall be determined in accordance with Treasury Regulation §§ 1.704-2(f)(6), 1.704-2(g)(2) and 1.704-2(j)(2)(i), or any successor provisions. If such Net Income from the disposition of Partnership assets exceeds the amount of Minimum Gain chargeback, a proportionate share of each item of such Net Income shall constitute a part of the Minimum Gain chargeback.

(v)Notwithstanding any other provision of this Agreement, but subject to the exceptions referenced in Treasury Regulation § 1.704-2(i)(4), if there is a net decrease in Partner Minimum Gain during any Partnership year, items of income and gain for such year (and, if necessary subsequent years) shall first be allocated to each Partner with a share of that Partner Minimum Gain in proportion to, and to the extent of, an amount equal to such Partner’s share of the net decrease in Partner Minimum Gain (as such share is determined in accordance with Treasury Regulation § 1.704-2(i)(4)). The items to be so allocated shall be determined in accordance with Treasury Regulation § 1.704-2(i)(4), or any successor provision.

(vi)Nonrecourse Deductions for any taxable year shall be allocated among the Partners in the same manner as are the other profits and losses of the Partnership for such year. Partner Nonrecourse Deductions for any taxable year should be allocated among the Partners in accordance with Treasury Regulation § 1.704-2(i)(1).

10

(vii)The allocations set forth in this Section 4.1.3 (“Regulatory Allocations”) are intended to comply with certain requirements of Treasury Regulation §§ 1.704-1 and 1.704-2. Notwithstanding any other provision of this Section 4.1 (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating other Net Income and Net Loss among the Partners so that, to the extent possible, the net amount of such allocations of other Net Income and Net Loss and the Regulatory Allocations to the Partners shall be equal to the net amount that would have been allocated to such Partners if the Regulatory Allocations had not occurred.

4.1.4Contributed Property.  Items of income, gain, loss, and deduction with respect to an asset contributed to the Partnership by a Partner that has a fair market value at the time of such contribution which is different from it adjusted tax basis shall, for tax purposes only, be allocated among the Partners in the manner provided under section 704(c) of the Code and Treasury Regulations thereunder so as to take into account any variation between the basis of the property of the Partnership and its fair market value at the time of contribution.

4.2Computation of Capital Account.  The balance of the “Capital Account” of a Partner is initially zero and as of any date is increased by (i) the amount of cash contributed by that Partner to the Partnership on or prior to that date, (ii) the fair market value of any property (reduced by any liabilities which are assumed by the Partnership or to which such. property is subject) that is contributed by that Partner to the Partnership on or prior to that date and (iii) any item of Partnership income or gain that is allocated to such Partner pursuant to Section 4.1 on or prior to that date; and is decreased by (iv) any Partnership deduction or loss that is allocated to such Partner pursuant to Section 4.1 on or prior to that date, (v) the amount of cash distributed by the Partnership to such Partner on or prior to that date (other than in respect of Optional Partner Loans) and (vi) the fair market value of any property (reduced by any liabilities which are assumed by the distributee Partner or to which the property is subject) that is distributed by the Partnership to the Partner on or prior to that date. Allocations pursuant to Section 4.1.4 shall not be taken into account for capital account purposes.

4.3Net Cash Flow.  “Net Cash Flow” shall mean all gross income and revenues received by the Partnership, less (i) all accrued and unpaid or unfunded costs and expenses of the Partnership and (ii) all reasonable reserves established by the General Partner for working capital requirements or to provide funds for other contingencies. Such gross income and revenues shall include but not be limited to all revenues from Partnership operations, all rebates and refunds, all insurance proceeds, all financing proceeds and all other revenues received by the Partnership. Net Cash Flow shall be determined in accordance with usual and customary partnership accounting principles and practices.

11

4.4Distributions of Net Cash Flow.  The General Partner shall determine the availability of Net Cash Flow for distribution, and shall distribute such available Net. Cash Flow at such reasonable intervals as it may select, on an annual, quarterly or more frequent basis. To the extent Net Cash Flow is available, such distributions shall be made in the following order and amounts:

(i)First, net Cash Flow shall be distributed to Partners in repayment of Optional Partner Loans (including accrued and unpaid interest thereon) in proportion to the relative amounts owed to each Partner; and

(ii)Second, the remainder of the Net Cash Flow shall be distributed to the Partners in accordance with their respective Capital Percentages.

ARTICLE V

ACCOUNTING AND TAX MATTERS

5.1Accounting Records: Accounting Year.  The books and records of the Partnership shall be kept on an accrual basis, in accordance with usual and customary partnership accounting principles and practices, and shall be maintained by reference to an accounting year which shall be the fiscal year ending on the Sunday nearest to the end of the month of November or any other accounting year so designated by the General Partner. The General Partner shall keep or cause to be kept full and proper accounts of all transactions of the Partnership, and, within 30 days following the written request of the Limited Partner, shall make and distribute or cause to be made and distributed to the Limited Partner a full and detailed statement showing the operations of the Partnership for the period requested, including without limitation a statement of the accounts of each of the Partners on the Partnership books and records.

5.2Inspection.  The books and records of the Partnership shall be maintained at the Partnership Office, and shall be open to inspection by the Limited Partnership at all reasonable times during the day.

5.3Tax Matters.

5.3.1Tax Returns.  The General Partner shall prepare and file all income tax returns of the Partnership and shall furnish copies thereof to the Limited Partner. The General Partner, on behalf of the Partnership and at the time and in the manner provided in Treasury Regulation § 1.754-1(b), may make an election to adjust the basis of Partnership property in the manner provided in Sections 734(b) and 743(b) of the Code (“a Section 754 Election”).

5.3.2Tax Matters Partner.  The General Partner shall be the “tax matters partner” of the Partnership, within the meaning of Section 6231(a)(7) of

12

the Code and any regulations issued thereunder, unless the Code or the regulations issued thereunder require another person to be the tax matters partner. As tax matters partner, the General Partner covenants and agrees with the Limited Partner that (i) upon audit, after the receipt of a final partnership administrative adjustment for a taxable year, the General Partner will not file a “petition for readjustment of the partnership items”, within the meaning of Section 6226 of the Code, in any court other than the United States Tax Court, without the consent of the Limited Partner and (ii) the General Partner will not agree, pursuant to Section 6229(b)(l)(B) of the Code, to extend the period for assessing any tax imposed by subtitle A of the Code with respect to any person that is attributable to any partnership item (or affected items) of the Partnership without the consent of the Limited Partner.

5.3.3Expenses.  The expenses, if any, which the General Partner incurs in fulfilling its covenants pursuant to this Section 5.3 shall be expenses of the Partnership.

5.4Income Tax Elections.  The General Partner shall have the right to make any applicable elections under the Code which, in its judgment, are in the best interests of the Partnership.

ARTICLE VI

TRANSFERS OF PARTNERSHIP INTERESTS

Each of the Partners has entered into this Agreement, in part, based upon the identity of the other Partner and the persons or entities who hold interests or are principals in the other Partner. The sale, assignment, pledge, or other encumbrance or disposition by any Partner of its interest in the Partnership shall be prohibited without the consent of the other Partners, and any attempt to sell, assign, pledge, or otherwise encumber or dispose of such an interest without such consent shall be null and void.

ARTICLE VII

DISSOLUTION, WINDING UP AND TERMINATION

7.1Causes.

7.1.1In General.  Each Partner expressly waives any right which it might otherwise have to dissolve the Partnership except as set forth in this Section 7.1. The Partnership shall be dissolved only upon the occurrence of any of the following events:

(i)the withdrawal, removal, Bankruptcy (as defined in Section 7.1.2), dissolution or liquidation of the General Partner, except as contemplated in Article VI;

13

(ii)the unanimous agreement of the Partners to dissolve the Partnership; or

(iii)the occurrence of any other circumstance which by law, would require the Partnership to be dissolved.

Nothing contained in this Section 7.1 is intended to grant to any Partner the right to dissolve the Partnership at will (by withdrawal or otherwise), or to exonerate any Partner from liability to the Partnership and the remaining Partners if it dissolves the Partnership at will. Any dissolution at will of the Partnership shall be in contravention of this Agreement.

7.1.2Bankruptcy.  The “Bankruptcy” of a Partner shall be deemed to have occurred for purposes of this Section 7.1 upon the occurrence of any of the following:

(i)commencement by such Partner of any proceeding seeking relief under any bankruptcy or insolvency law, including but not limited to a reorganization, arrangement, readjustment of debt, receivership, trusteeship or liquidation (hereinafter referred to as “Bankruptcy Proceeding”);

(ii)acquiescence by such Partner in any Bankruptcy Proceeding commenced or brought against such Partner by any other party or parties, it being deemed that such Partner has acquiesced in any such Bankruptcy Proceeding that is not dismissed within 60 days after the commencement thereof or if such Partner, by action, inaction or answer, approves of, consents to or admits the material allegations of any petition filed in connection therewith or defaults in answering any such petition;

(iii)final adjudication of such Partner as bankrupt or insolvent;

(iv)expiration of 60 days without termination, dismissal or discharge of the appointment of a trustee, receiver or liquidator, with or without such Partner’s consent, for all or any substantial part of the property of such Partner, whether or not including such Partner’s Partnership Interest; or

(v)execution by such Partner of an assignment for the benefit of creditors.

7.1.3Effective Date and Reconstitution.  The dissolution shall be effective on the day the event occurs giving rise to the dissolution, but the Partnership shall not terminate until all of its affairs have been wound up and all Partnership assets distributed as provided in this Article VII.  In the event the Partnership is dissolved for any other reason, the General Partner shall promptly furnish written notice of the dissolution to the Limited Partner. The Limited Partner may elect, in writing, within 90 calendar days

14

following transmission of the notice, to reconstitute the partnership with one or more new general partners. The appointment of any new general partner(s) shall be effective as of the day the event occurred giving rise to the dissolution. Each new general partner appointed by the Limited Partner pursuant to this Section 7.1.3 shall make arrangements satisfactory to the General Partner to release the General Partner from and indemnify it against any personal liability for any debts, obligations or liabilities of the new partnership formed in accordance with this Section 7.1.3, and the Partnership Interest of the General Partner shall thereafter be in all instances identical to the Partnership Interest of the Limited Partner, with an interest, in distributions equal to its interest in distributions as a General Partner.

7.2Liquidator.

7.2.1In General.  If the Partnership is dissolved and is not reconstituted pursuant to Section 7.1.3, the General Partner (or in the event that the General Partner has withdrawn, or has liquidated or dissolved or become bankrupt, or has wrongfully dissolved the Partnership, a liquidator selected by the Limited Partner) shall commence to wind up the affairs of the Partnership and to liquidate and sell its assets. The party actually conducting such liquidation in accordance with the foregoing sentence, whether the General Partner or a liquidator selected by the Limited Partner) shall have sufficient business expertise and competence to conduct the Winding Up and termination of the Partnership and, in the course thereof, to cause the Partnership to perform any contracts which the Partnership then has or thereafter enters into. The Liquidator shall have full right and unlimited discretion to determine the time, manner and terms of any sale or sales of Partnership property pursuant to such liquidation, having due regard for the activity and condition of the relevant market and general financial and economic conditions. The Liquidator (other than the General Partner) shall be entitled to receive such reasonable compensation for its services as shall be agreed upon by the Liquidator and the Limited Partner.

7.2.2Successor Liquidator.  The Liquidator may resign at any time by giving 15 days’ prior written notice and may be removed at any time, with or without cause, by written notice of removal signed by the Limited Partner. Upon the death, dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all the rights, powers and duties of the original Liquidator) will, within 30 days thereafter, be appointed by the Limited Partner. The right to appoint a successor substitute Liquidator in the manner provided herein shall be recurring and continuing for so long as the functions and services of the Liquidator are authorized to continue under the provisions hereof, and every reference herein to the Liquidator will be deemed to refer also to

15

any such successor or substitute Liquidator appointed in the manner herein provided.

7.2.3Powers.  The Liquidator shall have and may exercise, without further authorization or consent of any of the parties hereto or their legal representatives or successors in interest, all of the powers conferred upon the General Partner under the terms of this Agreement, to the extent necessary or desirable in the good faith judgment of the Liquidator to perform its duties and functions. The Liquidator (if not the General Partner) shall, while acting in such capacity on behalf of the Partnership, be entitled to the indemnification rights set forth in Section 2.7.

7.3Court Appointment of Liquidator.  If, within 90 days following the date of dissolution, a Liquidator or successor Liquidator has not been appointed in the manner provided herein, any interested party shall have the right to make application to the then senior United States Federal District Judge (in his individual and not judicial capacity) for that Federal District of Texas in which the Partnership Office is situated for appointment of the Liquidator or successor Liquidator, and the Judge, acting as an individual and not in his judicial capacity, shall be fully authorized and empowered to appoint and designate the Liquidator or successor Liquidator who shall have all the powers, duties, rights and authority of the Liquidator herein provided.

7.4Liquidation.  In the course of the Winding Up and terminating the business and affairs of the Partnership, its assets (other than cash) shall be sold, its liabilities and obligations to creditors (including any loans made by Partners) and all expenses incurred in its liquidation shall be paid, and all resulting revenues and Costs shall be credited or charged to the Capital Accounts of the Partners in accordance with Article IV. Notwithstanding the foregoing, the Liquidator, in its sole and absolute discretion, may distribute to the Partners in lieu of a sale all or any portion of the Partnership’s properties. Otherwise, all Partnership property shall be sold upon liquidation of the Partnership and no Partnership property shall be distributed in kind to the Partners except by agreement of all of the Partners. If the interest of the Partnership in the Partnership property is to be distributed in kind, the Liquidator shall determine the fair market value of such Partnership property and the Capital Accounts of the Partners shall be adjusted for the gain or loss that would have been recognized if the Partnership property to be distributed had been sold by the Partnership for such fair market value. Thereafter, the net proceeds from such sales (after deducting all selling costs and expenses in connection therewith) and, at the expiration of the period referred to in Section 7.5, the balance in the reserve account referred to in Section 7.5 shall be distributed among the Partners in the ratio of and to the extent of the then credit balances in the Capital Accounts. Any Partnership properties that are to be distributed in kind shall be distributed among the Partners in the ratio of and to the extent of the then credit balances in the Capital Accounts and the Capital Accounts shall be adjusted by the fair market value of such distributed property as if the proceeds thereof had been distributed to the Partners, net of any gain or loss

16

theretofore recognized in the Capital Accounts. If, following the adjustments to Capital Accounts pursuant to this Section 7.4, the Limited Partner has a negative Capital Account balance, the Limited Partner shall not be required to contribute cash to the Partnership in an amount equal to such negative Capital Account balance. The Liquidator shall be instructed to use all reasonable efforts to effect complete liquidation of the Partnership within one year after the date the Partnership is dissolved. Each holder of a Partnership Interest shall look solely to the assets of the Partnership for all distributions and shall have no recourse therefor (upon dissolution or otherwise) against any Partner or the Liquidator. Upon the completion of the liquidation of the Partnership and the distribution of all Partnership funds, the Partnership shall terminate and the General Partner (or the Liquidator, as the case may be) shall have the authority to execute and record all documents required to effectuate the dissolution and termination of the Partnership.

7.5Creation of Reserves.  After making payment or provision for payment of all debts and liabilities of the Partnership and all expenses of liquidation, the Liquidator shall set up, for a period not to exceed one year after the date of dissolution, such cash reserves as the Liquidator may deem reasonably necessary for contingent or unforeseen liabilities or obligations of the Partnership.

7.6Final Audit.  Within a reasonable time following the completion of the liquidation, the Liquidator shall supply to each of the Partners a statement (certified by the Partnership’s independent certified public accountants if the Limited Partner shall so request), which shall set forth the assets and the liabilities of the Partnership as of the date of complete liquidation, each Partner’s pro rata portion of distributions pursuant to Section 7.4 and the amount retained as reserves by the Liquidator pursuant to Section 7.5

7.7General Partner Contribution.  On dissolution of the Partnership, the General Partner will contribute to the Partnership an amount of cash equal to the lesser of (A) the deficit balance in the General Partner’s Capital Account or (B) the excess of 1.00% of the total Capital Contributions of the Limited Partner over the total Capital Contributions of the General Partner.

ARTICLE VIII

MISCELLANEOUS

8.1Notices and Approvals.  All notices, requests, statements, offers, acceptances or other matters required or permitted to be given or furnished hereunder to any Partner shall be deemed sufficiently given or furnished if in writing and personally delivered to such Partner, or deposited in the United States mail; in a sealed envelope, certified mail with return receipt requested, with postage prepaid, addressed to such Partner at the address of such partner as provided on Exhibit A or at such other address as such Partner shall have previously designated by notice under this Section 8.1 to the Partner giving such notice,

17

request, statement, offer, acceptance or other writing. For purposes of this Agreement, the date of the giving of notice shall be the date of delivery, if personally delivered, or five business days after the date deposited in the mail. Any approval or consent required by the General Partner shall be deemed given if given by the President or any vice president of the General Partner.

8.2Applicable Law.  This Agreement is entered into and shall be construed and enforced in accordance with the applicable laws of the State of Texas without giving effect to principles of conflicts of laws.

8.3Successors and Assigns.  This Agreement shall be binding upon the Partners, their heirs, executors, administrators, legal representatives and permitted, successors and assigns, any or all of whom shall execute and deliver all necessary documents required to carry out the terms of this Agreement.

8.4Amendments.  This Agreement may be amended from time to time by agreement of the Partners; provided, however, that no variations, modifications, amendments or changes herein or hereof shall be binding upon any party or parties hereto unless reduced to writing and executed by such party or parties.

8.5Entire Agreement.  This Agreement embodies the entire agreement and understanding among the Partners relating to the subject matter hereof, and shall supersede any prior agreements and understandings relating to such subject matter.

8.6Waiver of Partition.  Notwithstanding any statute or principle of law to the contrary, each partner hereby agrees that, during the term of the Partnership, it shall have no right (and hereby waives any right that it might otherwise have had) to cause any Partnership property to be partitioned or distributed in kind (except as permitted by Section 7.4).

8.7Counterparts.  This Agreement may be executed in counterparts, each of which shall be an original but all of which shall constitute but one document.

18

EXECUTED by the undersigned as of the date first written above.

SEALY TEXAS MANAGEMENT, INC. GENERAL PARTNER
By:		Kenneth L. Walker
		Kenneth L. Walker
Title:			Vice President, General Counsel and
			Secretary
SEALY TEXAS HOLDINGS LLC LIMITED PARTNER
By:	E. Lee Wyatt
	E. Lee Wyatt
Title:  Vice President

19

EXHIBIT A

	Address	Capital Percentage
General Partner Sealy Texas Management, Inc.	One Office Parkway Trinity, NC 27370	1%
Limited Partner Sealy Texas Holdings, LLC	One Office Parkway Trinity, NC 27370	99%

20

EX-3.47

EXHIBIT 3.47

ARTICLES OF INCORPORATION

OF

JACK WARD MATTRESS, INC.

ONE:  The name of this Corporation is JACK WARD MATTRESS, INC.

TWO:  The purpose of this Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

THREE:  The name and address in this State of the Corporation’s initial agent for service of process is Jack Ward, 1138 Virginia Way, La Jolla, California 92037.

FOUR:  The total number of shares which the Corporation is authorized to issue is one thousand (1,000).

Dated:  June 19, 1979

/s/ Robert J. Berton

Robert J. Berton, Incorporator

I declare that I am the person who executed the above Articles of Incorporation, and such instrument is my act and deed.

/s/ Robert J. Berton

Robert J. Berton

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

OF

JACK WARD MATTRESS, INC.

We, Thomas L. Smudz, the Vice President Finance, and John D. Moran, the Assistant Secretary of Jack Ward Mattress, Inc. a corporation duly oroganized and existing under the laws of the State of California, do hereby certify:

1.That we are the Vice President Finance and the Assistant Secretary, respectively, of Jack Ward Mattress, Inc. a California corporation.

2.That an amendment to the articles of incorporation of this corporation has been approved by the board of directors.

3.The amendment so approved by the board of directors is as follows:

Article One of the Articles of Incorporation of this corporation is amended to read as follows:

ONE:       The name of this corporation is Sealy Mattress Company of San Diego.

4.That the shareholders have adopted said amendment by written consent.  That the wording of said amendment as approved by the written consent of the shareholders is the same as that set forth in Article 3 above.  That said written consent was signed by the holders of outstanding shares having not less the minimum number of required votes of shareholders necessary to approve said amendment in accordance with Section 902 of the California Corporations Code.

5.The designation and total number of outstanding shares entitled to vote on or give written consent to said amendment and the minimum percentage vote required of each class or series entitled to vote on or to give written consent to said amendment for approval thereof are as follows:

Designation	Number of Shares outstanding entitled to vote or give written consent	Minimum percentage vote required to approve
Common Stock	1,000	More than 50%

6.That the number of shares listed above is owned by one stockholder which gave written consent in favor of said amendment.  Such consent exceeded the minimum percentage vote required of each class entitled to vote.  Said minimum percentage vote is set forth in article 5 of this certificate.

Each of the undersigned declares under penalty of perjury that the statements contained in the foregoing certificate are true of their own knowledge.  Executed at Cleveland, Ohio on August 31, 1988.

/s/ Thomas L. Smudz

Thomas L. Smudz

Vice President Finance

/s/ John D. Moran

John D. Moran

Assistant Secretary

CERTIFICATE OF AMENDMENT
of
ARTICLES OF INCORPORATION
of
SEALY MATTRESS COMPANY OF SAN DIEGO

We, Mark E. Wozniak, the President, and Kenneth L. Walker, the Vice President and Secretary of Sealy Mattress Company of San Diego, a corporation duly organized and existing under the laws of the State of California, do hereby certify:

1.That they are the President and Vice President and Secretary, respectively, of Sealy Mattress Company of San Diego, a California corporation.

2.That an amendment to the Articles of Incorporation of this Corporation has been approved by the Board of Directors.

3.The amendment, so approved by the Board of Directors, is as follows:

Article One of the Articles of Incorporation of this Corporation is amended to read as follows:

The name of this Corporation is Western Mattress Company.

4.That the shareholders have adopted said amendment by written consent. That the wording of said amendment as approved by written consent of the shareholders is the same as that set forth above. That said written consent was signed by the holders of outstanding shares having not less than the minimum number of required votes of shareholders necessary to approve said amendment in accordance with Section 902* of the California Corporation Code.

5.That the designation and total number of outstanding shares entitled to vote on or give written consent to said amendment and the minimum percentage vote required of each class or series entitled to vote on or give written consent to said amendment for approval thereof are as follows:

Designation	Number of Shares Outstanding Entitled to Vote or Give Written Consent	Minimum% Vote Required to Approve
Common Stock	1,000	More than 50%

6.That the number of shares listed above are owned by one stockholder which gave written consent in favor of said amendment, or such consent exceeded the minimum percentage vote required entitled to vote, as set forth above.

Each of the undersigned declares under penalty of perjury that the statements contained in the foregoing Certificate are true of their own knowledge.

Executed at Trinity, North Carolina on January 18, 2001.

/s/  Mark E. Wozniak

Mark E. Wozniak

President

/s/ Kenneth L. Walker

Kenneth L. Walker

Vice President & Secretary

EX-3.48

EXHIBIT 3.48

April 1, 1988

BY-LAWS
OF
SEALY MATTRESS COMPANY OF SAN DIEGO

ARTICLE I
OFFICES

Section 1.1.Registered Office.  The registered office of the corporation in the State of California shall be located at 818 West Seventh Street, Suite 1004, in the City of Los Angeles, and the name of the corporation’s registered agent is C T Corporation System.

Section 1.2.Other Offices.  The corporation may have offices at such other places both within or without the State of California as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II
MEETINGS OF SHAREHOLDERS

Section 2.1.Annual Meeting.  The annual meeting of the shareholders of the corporation shall be held at such place and time as the Board of Directors shall fix, on the first Wednesday in April of each year commencing in 1989 or on such other date as the Board shall fix, for the purpose of electing directors and transacting of such other business as may come before the meeting.

Section 2.2.Special Meetings.  Special meetings of the shareholders for any purpose or purposes may be called and the time, date and location thereof designated by the Board of Directors or the Chairman of the Board of Directors (if a Chairman of the Board of Directors shall have been elected).

Section 2.3.Notice of Meetings.  Whenever shareholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given not less than 10 nor more than 60 days before the date of the meeting to each shareholder entitled to vote thereat.  Such notice shall state the place, date, and hour of the meeting and (1) in the case of a special meeting the general nature of the business to be transacted, and no other business may be transacted, or (2) in the case of the annual meeting, those matters which the board, at the time of the mailing of the notice, intends to present for action by the shareholders.  The notice of any meeting at which directors are to be elected shall include the names of nominees intended at the time of the notice to be presented by the board for election.

Section 2.4.Quorum.  The holders of at least a majority of the shares entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business at any meeting of shareholders.  If a quorum shall not be present at any meeting, the persons holding or entitled to vote by proxy a majority of the shares entitled to vote at the meeting present or represented at the meeting may adjourn the meeting without notice other than announcement at the meeting (unless other notice is required by law) to any other time, date and place.  At any such adjourned meeting at which a quorum is present or

represented, any business may be transacted that could have been transacted at the original meeting had a quorum been present or represented.

Section 2.5.Action by Consent.  Any action required or permitted to be taken by the shareholders of the corporation may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  Prompt notice of such action shall be given to all shareholders who did not consent thereto in writing.

ARTICLE III
DIRECTORS

Section 3.1.Number and Election.  The number of directors shall be fixed at three (3), but may be increased or decreased from time to time by resolution of the Board of Directors, provided, that at no time shall the number of directors be less than one (1), and no decrease shall have the effect of shortening the term of any incumbent director.  Directors shall be elected annually by the shareholders, and the persons receiving the greatest number of votes shall be the directors.  Each director elected shall hold office until the successor of such director is elected and qualified or until the death or resignation of such director or the removal of such director.  Directors need not be residents of the State of California or shareholders of this corporation.

Section 3.2.Resignation.  Any director may resign by giving written notice to the corporation.  Any such resignation shall take effect at the time of receipt of notice thereof or at any later time specified therein, and, unless expressly required, acceptance of such resignation shall not be necessary to make it effective.

Section 3.3.Vacancies and Newly Created Directorships.  Any vacancy in the Board of Directors (whether resulting from death, resignation, removal or otherwise) and any newly created directorship may be filled by the affirmative vote of a majority of the directors then in office, though less than a quorum.

Section 3.4.Regular Meetings.  An annual meeting of the Board of Directors shall be held, without notice other than this by-law, immediately after, and at the same place as, the annual meeting of shareholders of the corporation.  Additional regular meetings of the Board of Directors may be held without notice at such times, dates and places as may be fixed by the Board of Directors.

Section 3.5.Special Meetings.  Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors (if a Chairman shall have been elected), or any two directors, and such meetings shall be held at such time, date and place as shall be designated in the call.  Except as otherwise prescribed by the General Corporation Law of the State of California as amended from time to time (the “California Statute”) written or actual oral notice of the time, date and place of each special meeting, addressed to each director at such director’s business address, shall be given at least 48 hours prior to such meeting.  Such written notice may be delivered in person, mailed or transmitted by telegram, or, if the addressee has

2

such equipment, by telex or teletype, and shall be deemed to have been given when delivered in person or to the telegraph company, when transmitted on telex or teletype equipment, or 48 hours after deposit in the United States mail postage prepaid.  Any director may waive notice of any meeting.

Section 3.6.Quorum.  A majority of the whole Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, If a quorum shall not be present at any meeting, a majority of the directors present may adjourn the meeting without notice other than announcement at the meeting to any other time, date and place.

Any member of the Board of Directors or of any committee designated by the Board may participate in a meeting of the directors or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by means of such equipment shall constitute presence in person at such meeting.

Section 3.7.Presumption of Assent.  Unless otherwise provided by the California Statute, a director of the corporation who is present at a meeting of the Board of Directors at which action is taken on any corporate matter shall be presumed to have assented to the action taken unless the dissent of such director shall be entered in the minutes of the meeting or unless such director shall file a written dissent to such action with the person acting as Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting.  Such right to dissent shall not apply to a director who voted in favor of such action.

Section 3.8.Action without Meeting.  Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if a written consent thereto is signed by all members of the board or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.

Section 3.9.Executive Committee.  The Board of Directors may, by resolution passed by a majority of the number of directors fixed by these by-laws, designate one or more directors of the corporation to constitute an executive committee, which, to the extent provided in such resolution and by California law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers that may require it.

Section 3.10.Other Committees.  The Board of Directors may, by resolution passed by a majority of the number of directors fixed by these by-laws, designate such other committees as it may from time to time determine.  Each such committee shall consist of such number of directors, shall serve for such term and shall have and may exercise, during intervals between meetings of the Board of Directors, such lawfully delegable duties, functions and powers as the Board of Directors may from time to time prescribe.

3

Section 3.11.Quorum and Manner of Acting — Committees.  The presence of a majority of members of any committee shall constitute a quorum for the transaction of business at any meeting of such committee, and the act of a majority of those present shall be necessary for the taking of any action at such meeting.

Section 3.12.Committee Chairman, Books and Records, Etc.  The chairman of each committee shall be selected from among the members of the committee by the Board of Directors.  Each committee shall keep a record of its acts and proceedings, and all actions of each committee shall be reported to the Board of Directors at its next meeting.  Each committee shall fix its own rules of procedure not inconsistent with these by-laws or the resolution of the Board of Directors designating such committee and shall meet at such times and places and upon such call or notice as shall be provided by such rules.

ARTICLE IV
OFFICERS

Section 4.1.Designation of Officers.  The officers of the corporation shall be a President, one or more Vice Presidents (who may be designated by class or function), a Chief Financial Officer, a Secretary and such other officers (including Assistant Treasurers and Assistant Secretaries) as the Board of Directors may elect.  The Board of Directors may at any time, in its discretion, elect a Chairman of the Board of Directors (the “Chairman”) to be the chief executive officer of the corporation and to have the other powers and duties set forth herein.

Section 4.2.Election and Term.  Each officer shall be elected by the Board of Directors to serve until the successor thereof is elected or until the earlier resignation or removal of such officer.

Section 4.3.Resignation, Removal and Vacancies.  Any officer may resign by giving written notice to the Chairman or the Secretary.  Any such resignation shall take effect at the time of receipt of notice thereof or at any later time specified therein, and, unless expressly required, acceptance of such resignation shall not be necessary to make it effective.  Any officer may be removed, with or without cause, by a majority of the directors then in office, and a vacancy in any office (whether resulting from death, resignation, removal or otherwise) may be filled by the Board of Directors.  The removal of any officer shall be without prejudice to any rights such officer may have under any agreement.

Section 4.4.Chairman.  In the event that the Board of Directors determines to elect a Chairman pursuant to Section 4.1 hereof, the Chairman shall be the chief executive officer of the corporation and shall have authority and responsibility for the general management, direction and overall supervision, subject to the authority of the Board of Directors, of the corporation’s business and affairs and its officers and employees, and shall have the power to appoint, remove and discharge any and all employees of the corporation not elected or appointed directly by the Board of Directors.  The Chairman shall preside at all meetings of the Board of Directors and shareholders and shall have authority to designate the duties and powers of other officers and delegate special powers and duties to specified officers, so long as such designation shall not be inconsistent with any statute, these by-laws or any action of the Board of Directors.

4

The Chairman shall also have power to execute, and shall execute deeds, mortgages, bonds, contracts or other instruments of the corporation except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors or by the Chairman to some other officer or agent of the corporation.  The Chairman may sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by the Board of Directors.  The stock in general shall have all other powers and shall perform all other duties that are normally incident to the chief executive officer of a corporation or as may be prescribed by the Board of Directors from time to time.

Section 4.5.President.  Prior to the time, if any, at which the Board of Directors shall elect a Chairman pursuant to Section 4.1 hereof, the President shall have the duties, responsibilities and powers set forth in Section 4.4 hereof.  In the event that the Board of Directors elects a Chairman, the President, under the Chairman, and subject to the authority of the Board of Directors and the Chairman, shall be the chief operating officer of the corporation and shall be charged with implementing the policies of the corporation as determined by the Chairman and the Board of Directors.  In the event that the Chairman, due to absence or any other cause, shall refuse or be unable at any time to attend to or to perform the duties of Chairman as above prescribed, the President shall perform the duties of the Chairman.  The President may sign, pursuant to Section 6.1 hereof, certificates for shares of stock in the corporation, the issuance of which shall have been duly authorized by the Board of Directors.  The President shall have such other powers and duties as the Board of Directors or the Chairman (if a Chairman shall have been elected) may from time to time determine.

Section 4.6.Vice Presidents.  In the absence of the President, or in the event of the President’s inability or refusal to act, the Vice Presidents, in order of their rank as fixed by the Board of Directors or, if not ranked, the Vice President designated by the Board of Directors or the Chairman (if a Chairman shall have been elected), shall perform all duties of the President and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President.  The Vice Presidents shall have such other powers and perform such other duties, not inconsistent with statute, these by-laws, or any action of the Board of Directors, as from time to time may be prescribed for them, respectively, by the Board of Directors or the Chairman (if a Chairman shall have been elected), which may include the execution of deeds, mortgages, bonds, contracts or other instruments of the corporation.  Any Vice President may sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by the Board of Directors.

Section 4.7.Chief Financial Officer.  The Chief Financial Officer shall: (a) be responsible to the Board of Directors for the receipt, custody and disbursement of all funds and securities of the corporation; (b) receive and give receipts for funds due and payable to the corporation from any source whatsoever and deposit all such funds in the name of the corporation in such banks, trust companies or other depositories as shall from time to time be selected in accordance with the provisions of Section 5.2 of these by-laws; (c) disburse the funds of the corporation as ordered by the Board of Directors or the Chairman or as otherwise required in the conduct of the business of the corporation; (d) render to the Chairman or the Board of Directors, upon request, an account of all transactions of such officer as Chief Financial Officer and of the financial condition of the corporation; and (e) in general, perform all the duties

5

normally incident to the office of Chief Financial Officer and such other duties as may from time to time be assigned by the Chairman (if a Chairman shall have been elected), the President, the Board of Directors or these by-laws.  The Chief Financial Officer may sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by resolution of the Board of Directors.  The Chief Financial Officer may delegate such details of the performance of duties of the office of Chief Financial Officer as may be appropriate in the exercise of reasonable care to one or more persons in the place of such officer, but shall not thereby be relieved of responsibility for the performance of such duties.

Section 4.8.Secretary.  The Secretary shall: (a) keep the minutes of the meetings of the shareholders, the Board of Directors and committees of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) have charge of the corporate records and of the seal of the corporation; (d) affix the seal of the corporation or a facsimile thereof, or cause the same to be affixed, to all certificates for shares prior to the issue thereof and to all documents the execution of which on behalf of the corporation under its seal is duly authorized by the Board of Directors or otherwise in accordance with the provisions of these by-laws; (e) keep a register of the post office addresses of each shareholder, director and committee member that shall from time to time be furnished to the Secretary by such shareholder, director or member; (f) sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by resolution of the Board of Directors; (g) have general charge of the stock transfer books of the corporation; and (h) in general, perform all duties normally incident to the office of Secretary and such other duties as may from time to time be assigned by the Chairman (if a Chairman shall have been elected), the President or the Board of Directors.  The Secretary may delegate such details of the performance of the duties of the office of Secretary as may be appropriate in the exercise of reasonable care to one or more persons in the place of such officer, but shall not thereby be relieved of responsibility for the performance of such duties.

Section 4.9.Assistant Treasurers and Assistant Secretaries.  The Assistant Treasurers and Assistant Secretaries, if any, shall perform all functions and duties that may be assigned to them by the Treasurer or Secretary, respectively, or by the Chairman (if a Chairman shall have been elected), the President or the Board of Directors.  If authorized by the Treasurer or the Secretary, as the case may be, any Assistant Treasurer or Assistant Secretary may sign, pursuant to Section 6.1 hereof, certificates for shares of the corporation in place of the Treasurer or Secretary, respectively.

Section 4.10.Other Officers.  The Board of Directors may from time to time elect such other officers to perform such duties and responsibilities as it shall prescribe.

Section 4.11.Salaries.  The compensation of the officers of the corporation shall be fixed from time to time by the Board of Directors or by such officer as it shall designate for such purpose or as it shall otherwise direct.  No officer shall be prevented from receiving a salary or other compensation by reason of the fact that such officer is also a director of the corporation.

6

ARTICLE V
CHECKS AND DEPOSITS

Section 5.1.Checks, Drafts, Etc.  All checks, demands, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers or agent or agents of the corporation, and in such manner, as shall from time to time be authorized by the Board of Directors.

Section 5.2.Deposits.  All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE VI
SHARE RECORDS AND TRANSFERS

Section 6.1.Share Certificates.  Every shareholder shall be entitled to have a certificate in such form as the Board of Directors shall from time to time approve, signed on behalf of the corporation by the President or any elected Vice President, and by the Chief Financial Officer or Secretary (or, if so authorized, any Assistant Treasurer or Assistant Secretary) certifying the number of shares held of record by such shareholder.

Section 6.2.Record Ownership.  A record of the name and address of the holder of each certificate, the number of shares represented thereby, and the date of issue thereof shall be made on the corporation’s books.  The corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof, and shall not be bound to recognize any equitable or other claim to or interest in any share on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by the laws of California.

Section 6.3.Lost Certificates.  Any person claiming a share certificate in lieu of one lost, stolen, mutilated or destroyed shall give the corporation an affidavit as to its loss, theft, mutilation or destruction.  Such holder shall also, if required by the Board of Directors, give the corporation a bond, in such form and amount as may be approved by the Board of Directors (or any agent of the corporation to which authority for such approval shall have been delegated by the Board) sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft, mutilation or destruction of the certificate or the issuance of a new certificate.

Section 6.4.Transfer of Shares.  Transfer of shares of stock shall be made on the books of the corporation only by direction of the person named in the certificate or such person’s attorney, lawfully constituted in writing, and only upon the surrender for cancellation of the certificate therefor, duly endorsed or accompanied by a written assignment of the shares evidenced thereby.

Section 6.5.Transfer Agent and Registrar.  The corporation may appoint one or more transfer offices or agencies, each in charge of a transfer agent designated by the Board of Directors (who shall have custody, subject to the direction of the Secretary, of the original stock ledger and stock records of the corporation) where the shares of the capital stock of the

7

corporation of any class or series specified in such appointment shall be registered.  The corporation may also appoint one or more registry offices, each in charge of a registrar designated by the Board of Directors, where its stock of any class or series specified in such appointment shall be registered.  Except as otherwise provided by resolution of the Board of Directors with respect to temporary certificates, no certificate for shares of capital stock of the corporation for which a transfer agent or registrar has been appointed shall be valid unless countersigned by such transfer agent and registered by such registrar authorized as aforesaid.

Section 6.6.Restrictions on Transfer.  Any shareholder may enter into an agreement with other shareholders or with the corporation providing for reasonable limitation or restriction on the right of such shareholder to transfer shares of capital stock of the corporation held by such shareholder, including, without limiting the generality of the foregoing, agreements granting to such other shareholders or to the corporation the right to purchase for a given period of time any of such shares.  Any such limitation or restriction on the transfer of shares of this corporation may be set forth on certificates representing shares of capital stock, in which case the corporation or the transfer agent shall not be required to transfer such shares upon the books of the corporation without receipt of satisfactory evidence of compliance with the terms of such limitation or restriction.

ARTICLE VII
GENERAL PROVISIONS

Section 7.1.Fiscal Year.  The fiscal year of the corporation shall end on November 30 of each year.

Section 7.2.Voting of Securities.  Subject to control and direction of the Board of Directors, the Chairman of the Board (if a Chairman shall have been elected) or such other person as the Board of Directors may designate for such purpose either generally or in any particular instance shall have full power and authority, in the name and on behalf of the corporation, to attend, act and vote at any meeting of security holders of any company in which the corporation may hold any securities, or to consent as a security holder to any action proposed to be taken by such company.  At any such meeting, or in connection with any such action, the Chairman of the Board (if a Chairman shall have been elected) or such other person shall possess and may exercise any and all rights and powers incident to the ownership of such securities which, as the holder thereof, the corporation might possess and exercise, and such person may exercise such power and authority through the execution of proxies or written consents or may delegate such power and authority to any other officer, agent or employee of the corporation.

Section 7.3.Amendments to By-Laws.  These by-laws may be altered or repealed by the shareholders or the Board of Directors.

ARTICLE VIII
INDEMNIFICATION AND INSURANCE

Section 8.1.Right to Indemnification.  Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact

8

that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the corporation to the fullest extent authorized by the California Statute, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 8.2, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the corporation.  The right to indemnification conferred in this Section 8.1 shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the California Statute requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under Section 8.2 or otherwise.  The corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

Section 8.2.Right of Claimant to Bring Suit.  If a claim under Section 8.1 is not paid in full by the corporation within thirty days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim.  It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the California Statute for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation.  Neither the failure of the corporation (including its Board of Directors, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the California Statute, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel, or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a

9

defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

Section 8.3.Non-Exclusivity of Rights.  The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article VIII shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, by-law, agreement, vote of shareholders or disinterested directors or otherwise.

Section 8.4.Insurance.  The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the California Statute.

10

EX-3.49

EXHIBIT 3.49

CERTIFICATE OF FORMATION

OF

MATTRESS HOLDINGS INTERNATIONAL, LLC

This Certificate of Formation of Mattress Holdings International, LLC (the “LLC”) has been duly executed and is being filed by the undersigned, as an authorized person, to form a limited liability company under the Delaware Limited Liability Act (6 Del. C. § 18-101, et. seq.).

FIRST.  The name of the limited liability company formed hereby is Mattress Holdings International, LLC.

SECOND.  The address of the registered office of the LLC in the State of Delaware is c/o Corporation Service Company, 1013 Centre Road, Wilmington, New Castle County, Delaware 19805.

THIRD.  The name and address of the registered agent for service of process on the LLC in the State of Delaware is Corporation Service Company, 1013 Centre Road, Wilmington, New Castle County, Delaware 19805.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Formation as of the 21^st day of June, 1999.

By:	/s/ Cindy Rashed
	Cindy Rashed
	Authorized Person

EX-3.50

EXHIBIT 3.50

EXECUTION COPY

MATTRESS HOLDINGS INTERNATIONAL, LLC

AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT

Dated as of November 5, 2002

Table of Contents

ARTICLE 1 GENERAL
1.1	Definitions
1.2	Construction
ARTICLE 2 ORGANIZATION
2.1	Formation
2.2	Name
2.3	Registered Office and Registered Agent
2.4	Term
2.5	Purposes and Powers
ARTICLE 3 UNITS; MEMBERSHIP
3.1	Units Generally; Conversion of Prior Units into Common Units
3.2	Authorization and Issuance of Units
3.3	Unit Certificates
3.4	Issuance of Units
3.5	New Members from the Issuance of Units
ARTICLE 4 CAPITAL CONTRIBUTIONS AND CAPITAL ACCOUNTS
4.1	Capital Contributions
4.2	Capital Accounts
4.3	Negative Capital Accounts
4.4	No Withdrawal
4.5	Loans From Members
4.6	Status of Capital Contributions
ARTICLE 5 ALLOCATIONS OF PROFITS AND LOSSES
5.1	Allocation of Profits and Losses
5.2	Regulatory and Special Allocations
5.3	Curative Allocations
5.4	Tax Allocations
ARTICLE 6 DISTRIBUTIONS
6.1	Generally
6.2	Distributions
ARTICLE 7 MANAGEMENT OF THE COMPANY
7.1	Board of Directors
7.2	Officers
7.3	Performance of Duties; Liability of Directors and Officers
7.4	Indemnification
ARTICLE 8 MEMBERS; VOTING RIGHTS
8.1	Meetings of Members
8.2	Voting Rights

i

8.3	Registered Members
8.4	Limitation of Liability
8.5	Withdraw; Resignation
8.6	Authority
ARTICLE 9 TAXES
9.1	Tax Status
ARTICLE 10 TRANSFER OF UNITS
10.1	Restrictions
10.2	General Restrictions on Transfer
10.3	Procedure for Transfers
10.4	Legend
10.5	Limitations
10.6	Pledge of Units
ARTICLE 11 DISSOLUTION AND LIQUIDATION
11.1	Dissolution
11.2	Liquidation
ARTICLE 12 GENERAL/MISCELLANEOUS PROVISIONS
12.1	Notices
12.2	Governing Law
12.3	Entire Agreement
12.4	Effect of Waiver or Consent
12.5	Amendment or Modification
12.6	Binding Effect
12.7	Counterparts
12.8	Severability
12.9	Headings
12.10	Parties in Interest
12.11	Further Assurances
12.12	Specific Performance; Remedies

ii

MATTRESS HOLDINGS INTERNATIONAL, LLC

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Mattress Holdings International, LLC, a Delaware limited liability company (the “Company”), is made as of November 5, 2002, by and among each of the Persons executing this Agreement and listed on the Member Schedule (as herein defined);

WHEREAS, as of immediately prior to the date hereto, the Company’s limited liability company agreement is that certain Limited Liability Company Agreement of the Company, dated as of June 30, 1999 (the “Original Agreement”);

WHEREAS, on the date hereof, Sealy, Inc. (“Sealy”) has purchased 10 Class A Common Units (as such term is defined in the Original Agreement) from Bain Capital, Inc.;

WHEREAS, upon the execution of this Agreement, pursuant to Section 3.1 hereof, all of the Units (as such term is defined in the Original Agreement) outstanding as of immediately prior to the effectiveness of this Agreement shall automatically and without further action on the part of the Member(s) be converted into one hundred (100) Common Units; and

WHEREAS, Sealy, being the sole Member of the Company as of the date hereof, desires to amend and restate the Original Agreement in its entirety as set forth below.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein made and other good and valuable consideration, the Members hereby agree as follows:

ARTICLE 1

GENERAL

1.1Definitions.  For purposes of this Agreement, the following terms shall have the following meanings:

“Adjusted Capital Account Deficit” means, with respect to any Member, the deficit balance, if any, in such Member’s Capital Account as of the end of the relevant Taxable Year, after giving effect to the following adjustments:

(i)Crediting to such Capital Account any amount which such Member is obligated to restore or is deemed to be obligated to restore pursuant to Treasury Regulation Sections 1.704-1(b)(2)(ii)(c), 1.704-2 (g)(1), and 1.704-2(i); and

(ii)Debiting to such Capital Account the items described in Treasury Regulation Sections 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

“Bankruptcy” means, with respect to a Member, that (i) such Member has (A) made an assignment for the benefit of creditors; (B) filed a voluntary petition in bankruptcy;

(C) been adjudged bankrupt or insolvent, or had entered against such Member an order of relief in any bankruptcy or insolvency proceeding; (D) filed a petition or an answer seeking for such Member any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation or filed an answer or other pleading admitting or failing to contest the material allegations of a petition filed against such Member in any proceeding of such nature; or (E) sought, consented to, or acquiesced in the appointment of a trustee, receiver or liquidator of such Member or of all or any substantial part of such Member’s properties; (ii) 120 days have elapsed after the commencement of any proceeding against such Member seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law or regulation and such proceeding has not been dismissed; or (iii) 90 days have elapsed since the appointment without such Member’s consent or acquiescence of a trustee, receiver or liquidator of such Member or of all or any substantial part of such Member’s properties and such appointment has not been vacated or stayed or the appointment is not vacated within 90 days after the expiration of such stay.

“Book Value” means, with respect to any Company property, the Company’s adjusted basis for federal income tax purposes, adjusted from time to time to reflect the adjustments required or permitted by Treasury Regulation Section 1.704-1(b)(2)(iv)(d)–(g); provided that the Book Value of each asset of the Company shall be adjusted as of the date of this Agreement pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(f) in a manner determined by the Board so that the aggregate Book Value of the Company’s assets (net of the Company’s liabilities) as of such date is equal to the aggregate initial Capital Account balances of the Members (immediately after the Member’s Capital Contribution is made).

“Capital Account” means the capital account maintained for a Member pursuant to Section 4.2.

“Capital Contribution” means the cash and/or agreed fair market value of any asset or property of any nature contributed by a Member to the Company pursuant to the provisions of this Agreement.

“Certificate” means the Certificate of Formation, as such Certificate of Formation may be amended, supplemented or restated from time to time.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Common Unit” means a Unit having the rights and obligations specified with respect to “Common Units” in this Agreement.

“Company Minimum Gain” has the meaning set forth for “partnership minimum gain” in Treasury Regulation Section 1.704-2(d).

“Delaware Act” means the Delaware Limited Liability Company Act, as the same may be amended from time to time.

“Liquidating Distribution” means any distribution pursuant to Section 11.2 hereof.

2

“Majority of the Board” means, at any time, a combination of any of the then Directors constituting more than fifty percent (50%) of the number of Directors who are then elected and qualified.

“Majority in Voting Interest” means, at any time, a Member or Members which own a majority of the Voting Units outstanding at such time.

“Member Minimum Gain” with respect to each Member Nonrecourse Debt, means the amount of Company Minimum Gain (as determined according to Treasury Regulation Section 1.704-2(d)(1)) that would result if such Member Nonrecourse Debt were treated as a nonrecourse liability, determined in accordance with Treasury Regulation Section 1.704-2(i)(3).

“Member Nonrecourse Debt” has the meaning set forth in Treasury Regulation Section 1.704-2(b)(4), substituting the term “Company” for the term “partnership” and the term “Member” for the team “partner” as the context requires.

“Member Nonrecourse Deduction” has the meaning set forth in Treasury Regulation Section 1.704-2(i), substituting the term “Member” for the term “partner” as the context requires.

“Members” means each Person identified on the Member Schedule as of the date hereof who has executed this Agreement or a counterpart hereof and each Person who may hereafter be admitted as a Member in accordance with the terms of this Agreement.  The Members shall constitute the “members” (as that term is defined in the Delaware Act) of the Company.

“Membership Interest” means the interest acquired by a Member in the Company, including such Member’s right (based on the type and class of Unit or Units held by such Member), if any, (a) to a distributive share of Profits, Losses, and other items of income, gain, loss, deduction and credits of the Company, (b) to a distributive share of the assets of the Company, (c) to vote on, consent to or otherwise participate in any decision of the Members, and (d) to any and all other benefits to which such Member may be entitled as provided in this Agreement or the Delaware Act.

“Nonrecourse Deductions” has the meaning set forth in Treasury Regulation Section 1.704-2(b) (substituting the term “Company” for the term “partnership” as the context requires).

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, a governmental entity or any department, agency or political subdivision thereof or any other entity or organization.

“Public Offering” means an underwritten public offering and sale of Common Units pursuant to an effective registration statement under the Securities Act; provided that a Public Offering shall not include an offering made in connection with a business acquisition or combination pursuant to a registration statement on Form S-4 or any similar form, or an employee benefit plan pursuant to a registration statement on Form S-8 or any similar form.

3

“Public Sale” means any sale of Registered Securities to the public pursuant to an offering registered under the Securities Act or, after the consummation of an initial Public Offering, to the public pursuant to the provisions of Rule 144 (or any similar rule or rules then in effect) under the Securities Act.

“Restricted Securities” means (a) all Units issued by the Company and (b)`any securities issued with respect to, or in exchange for, the Units referred to in clause (a) above in connection with a conversion, combination of units or shares, recapitalization, merger, consolidation or other reorganization, including in connection with the consummation of any reorganization plan. As to any particular Restricted Securities, such securities shall cease to be Restricted Securities when they have been Transferred pursuant to a Public Sale.

“Securities Act” means the Securities Act of 1933, as amended from time to time.

“Subsidiary” means, with respect to any Person, any corporation, partnership, limited liability company, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, limited liability company, association or other business entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof.  For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a partnership, limited liability company, association or other business entity if such Person or Persons shall be allocated a majority of partnership, limited liability company, association or other business entity gains or losses or shall be or control the managing director, manager or a general partner of such partnership, limited liability company, association or other business entity.

“Taxable Year” means the Company’s taxable year ending on or about December 31 (or part thereof in the case of the Company’s first and last taxable year), or such other year as is (i) required by Section 706 of the Code or (ii) determined by the Board (if no year is so required by Section 706 of the Code).

“Transfer” means any direct or indirect sale, transfer, conveyance, assignment, hypothecation, gift, delivery or other disposition (other than a pledge).

“Treasury Regulations” shall mean that except where the context indicates otherwise, the final, temporary, proposed, or proposed and temporary regulations of the Department of the Treasury under the Code as such regulations may be lawfully changed from time to time.

“Unit” means a unit representing a fractional part of the Membership Interests of all of the Unitholders and shall include all types and classes of Units; provided that any type or class of Unit shall have the designations, preferences and/or special rights set forth in this Agreement and the Membership Interests represented by such type or class of Unit shall be determined in accordance with such designations, preferences and/or special rights.

4

“Unitholder” means with respect to any Unit, the record holder thereof as evidenced on the Member Schedule.

“Voting Units” means the Common Units.

1.2Construction.  Whenever the context requires, the gender of all words used in this Agreement includes the masculine, feminine and neuter and the singular number includes the plural number and vice versa. All references to Articles and Sections refer to articles and sections of this Agreement, and all references to Schedules are to Schedules attached hereto, each of which is made a part hereof for all purposes.

ARTICLE 2

ORGANIZATION

2.1Formation.

(a)  The Company was formed upon the filing of the Certificate of Formation of the Company (the “Certificate of Formation”) with the Secretary of State of the State of Delaware on June 21, 1999, pursuant to the Delaware Act.  This Agreement shall constitute the “limited liability company agreement” (as that term is used in the Delaware Act) of the Company.  The rights, powers, duties, obligations and liabilities of the Members shall be determined pursuant to the Delaware Act and this Agreement.  To the extent that the rights, powers, duties, obligations and liabilities of any Member are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Delaware Act, control.

(b)  Any officer of the Company is hereby authorized, at any time that the applicable Members have approved an amendment to the Certificate in accordance with the terms hereof, to promptly execute, deliver and file such amendment in accordance with the Delaware Act.

(c)  At the time the Company has more than one Member, the Company shall be treated as a partnership for federal, foreign, state and local income tax purposes, and each Member and the Company shall file all tax returns and shall otherwise take all tax and financial reporting positions in a manner consistent with such treatment. The Company shall not be deemed a partnership or joint venture for any other purpose.

2.2Name.  The name of the Company is “Mattress Holdings International, LLC” or such other name or names as the Board may from time to time designate; provided, that the name shall always contain the words “Limited Liability Company”, “LLC” or “L.L.C.”

2.3Registered Office and Registered Agent.  The Company shall maintain a registered office in the State of Delaware at c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808 or at such other place within Delaware as the Secretary of the Company may designate. The name and address of the Company’s registered agent for service of process on the Company in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, New Castle

5

County, Delaware 19808 or such other agent as the Secretary of the Company may from time to time designate.

2.4Term.  The term of existence of the Company shall be perpetual from the date the Certificate of Formation was filed with the Secretary of State of Delaware, unless the Company is dissolved in accordance with the provisions of this Agreement.

2.5Purposes and Powers.  The purposes and character of the business of the Company shall be to transact any or all lawful business for which limited liability companies may be organized under the Delaware Act.  The Company shall have any and all powers which are necessary or desirable to carry out the purposes and business of the Company, including the ability to incur and guaranty indebtedness, to the extent the same may be legally exercised by limited liability companies under the Delaware Act.  The Company shall carry out the foregoing activities pursuant to the arrangements set forth in this Agreement.  Notwithstanding anything herein to the contrary, nothing set forth herein shall be construed as authorizing the Company to possess any purpose or power, or to do any act or thing, forbidden by law to a limited liability company organized under the laws of the State of Delaware.

ARTICLE 3

UNITS; MEMBERSHIP

3.1Units Generally; Conversion of Prior Units into Common Units.  The Membership Interests of the Members shall be represented by issued and outstanding Units, which may be divided into one or more types or classes, with each type or class having the rights and privileges, including voting rights, if any, set forth in this Agreement. All of the Units (as such term is defined in the Original Agreement) outstanding as of immediately prior to the effectiveness of this Agreement are hereby automatically (without any further action on the part of the Member(s)) converted into one hundred (100) Common Units. The Secretary of the Company shall maintain a schedule of all Members from time to time, their respective mailing addresses and the Units held by them (as the same may be amended, modified or supplemented from time to time, the “Member Schedule”), a copy of which as of the date hereof is attached hereto as Schedule A.  The Members shall have no interest in the Company other than the interests conferred by this Agreement and represented by the Units, which shall be deemed to be personal property giving only the rights conferred by this Agreement.  Ownership of a Unit (or fraction thereof) shall not entitle a Unitholder to call for a partition or division of any property of the Company or for any accounting.

3.2Authorization and Issuance of Units.

(a)Common Units.  The Company hereby authorizes the issuance of Common Units.  As of the date hereof, 100 of such Common Units are outstanding as set forth on the Members Schedule (as in effect on the date hereof).

(b)Additional Units.  Except as expressly provided by this Agreement, the Company shall not authorize, issue or sell, or cause to be authorized, issued or sold, any Units.

6

3.3Unit Certificates.

(a)  The Units are securities governed by Article 8 of the Uniform Commercial Code (the “UCC”), shall be represented by certificates and are “certificated securities” as defined in Article 8 of the UCC.  Each such certificate shall be signed by an officer of the Company, certifying the number of Units owned by the holder of such Units and stating the type and class of such Units.  All certificates for each type and class of Units shall be consecutively numbered or otherwise identified:  The name of the Person to whom the Units represented thereby are issued, with the number, type and class of Units and date of issue, shall be entered on the books of the Company and, until such Units are transferred on the books of the Company (including the Member Schedule), such Person shall be deemed to be the owner of such Units for all purposes.  Units shall only be transferred on the books of the Company (including the Member Schedule) by the holder of record thereof or by such holder’s attorney duly authorized in writing, upon surrender to the Company of the certificate(s) for such Units endorsed by the appropriate Person(s), with such evidence of the authenticity of such endorsement, transfer, authorization, and other matters as the Company may reasonably require, and accompanied by all necessary transfer stamps.  In that event, provided all other conditions to transfer have been met, it shall be the duty of the Company to issue a new certificate to the Person entitled thereto, cancel the old certificate(s), and record the transaction on its books (including the Member Schedule).

(b)  Any officer of the Company may direct a new certificate(s) to be issued in place of any certificate(s) previously issued by the Company alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost, stolen, or destroyed.  When authorizing such issue of a new certificate(s), such officer may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate(s); or his or her legal representative, to give the Company a bond sufficient to indemnify the Company against any claim that may be made against the Company on account of the loss, theft or destruction of any such certificate or the issuance of such new certificate.

3.4Issuance of Units.  The Company (with the approval of the Board) shall have the right to issue any authorized but unissued Units; provided, that the Company shall not issue any Units to any Person unless such Person has executed and delivered to the Secretary of the Company the documents described in Section 3.5 hereof.

3.5New Members from the Issuance of Units.  In order for a Person to be admitted as a Member of the Company pursuant to the issuance of Units to such Person such Person shall have executed and delivered to the Secretary of the Company a written undertaking to be bound by the terms and conditions of this Agreement substantially in the form of Exhibit A hereto.  Upon the amendment of the Member Schedule by the Secretary of the Company and the satisfaction of any other applicable conditions, including the receipt by the Company of payment for the issuance of the applicable Units, such Person shall be admitted as a Member and deemed listed as such on the books and records of the Company and thereupon shall be issued his or its Units.

7

ARTICLE 4

CAPITAL CONTRIBUTIONS AND CAPITAL ACCOUNTS

4.1Capital Contributions.

(a)  Sealy, the sole Member of the Company as of the date hereof, is deemed to have made all of the Capital Contributions made to the Company on or prior to the date hereof and is deemed to own the number, type and class of Units in the amounts set forth opposite such Member’s name on the Member Schedule as in effect on the date hereof.

(b)  At any time the Members may make additional Capital Contributions to the Company provided that any such additional Capital Contributions are made by all Members pro rata based upon the number of the then issued and outstanding Common Units.  Except as expressly provided herein, no Member, in its capacity as a Member, shall have the right to receive any other cash or any property of the Company.

4.2Capital Accounts.

(a)  Maintenance Rules.  The Company shall maintain for each Member a separate capital account (a “Capital Account”) in accordance with this Section 4.2(a), which shall control the division of assets upon liquidation of the Company to the extent provided in Section 11.2(b)(iii).  Each Capital Account shall be maintained in accordance with the following provisions:

(i)Such Capital Account shall be increased by the cash amount or Book Value of any property contributed by such Member to the Company pursuant to this Agreement, such Member’s allocable share of Profits and any items in the nature of income or gains which are specially allocated to such Member pursuant to Section 5.2 or Section 5.3, and the amount of any liabilities of the Company assumed by such Member or which are secured by any property distributed to such Member.

(ii)Such Capital Account shall be decreased by the cash amount or Book Value of any property distributed to such Member pursuant to this Agreement, such Member’s allocable share of Losses and any items of in the nature of deductions or losses which are specially allocated to such Member pursuant to Section 5.2 or Section 5.3, and the amount of any liabilities of such Member assumed by the Company or which are secured by any property contributed by such Member to the Company.

(iii)If all or any portion of a Unit is transferred in accordance with the terms of this Agreement, the transferee shall succeed to the Capital Account of the transferor to the extent it relates to the transferred Unit (or portion thereof).

The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Section 1.704-1(b) of the Treasury Regulations and shall be interpreted and applied in a manner consistent with such Treasury Regulations.  If the Board determines that it is prudent to modify the manner in which the Capital Accounts, or

8

any increases or decreases to the Capital Accounts, are computed in order to comply with such Treasury Regulations, the Board may authorize such modifications.

(b)Definition of Profits and Losses.  “Profits” and “Losses” mean, for each Taxable Year or other period, an amount equal to the Company’s taxable income or loss for such Taxable Year or other period, determined in accordance with Code Section 703(a) (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(l) shall be included in taxable income or loss), with the following adjustments:

(i)The computation of all items of income, gain, loss and deduction shall include tax-exempt income and those items described in Treasury Regulation Section 1.704-1(b)(2)(iv)(i), without regard to the fact that such items are not includable in gross income or are not deductible for federal income tax purposes.

(ii)If the Book Value of any Company property is adjusted pursuant to Treasury Regulation Section 1.704-l(b)(2)(iv)(e) or (f), the amount of such adjustment shall be taken into account as gain or loss from the disposition of such property.

(iii)Items of income, gain, loss or deduction attributable to the disposition of Company property having a Book Value that differs from its adjusted basis for tax purposes shall be computed by reference to the Book Value of such property.

(iv)Items of depreciation, amortization and other cost recovery deductions with respect to Company property having a Book Value that differs from its adjusted basis for tax purposes shall be computed by reference to the property’s Book Value in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(g).

(v)To the extent an adjustment to the adjusted tax basis of any Company property pursuant to Code Sections 732(d), 734(b) or 743(b) is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis).

4.3Negative Capital Accounts.  If any Member has a deficit balance in its Capital Account, such Member shall have no obligation to restore such negative balance or to make any Capital Contributions to the Company by reason thereof, and such negative balance shall not be considered an asset of the Company or of any Member.

4.4No Withdrawal.  No Member shall be entitled to withdraw any part of its Capital Contribution or Capital Account or to receive any distribution from the Company, except as expressly provided herein.

4.5Loans From Members.  Loans by Members to the Company shall not be considered Capital Contributions.

9

4.6Status of Capital Contributions.

(a)  No Member shall receive any interest, salary or drawing with respect to its Capital Contributions or its Capital Account, except as otherwise specifically provided in his Agreement.

(b)  Except as otherwise provided herein, no Member shall be required to lend any funds to the Company or to make any additional Capital Contributions to the Company.  No Member shall have any personal liability for the repayment of any Capital Contribution of any other Member.

ARTICLE 5

ALLOCATIONS OF PROFITS AND LOSSES

5.1Allocation of Profits and Losses.

(a)  Allocation of Profits.  After giving effect to the allocations set forth in Section 5.2 and Section 5.3, Profits for any Taxable Year (or other period) shall be allocated to the Members pro rata (based upon the number of Common Units) in accordance with their ownership of Common Units.

(b)  Allocation of Losses  After giving effect to the allocations set forth in Section 5.2 and Section 5.3, Losses for any Taxable Year (or other period) shall be allocated to the Members pro rata (based upon the number of Common Units) in accordance with their ownership of Common Units.

5.2Regulatory and Special Allocations.  Notwithstanding the provisions of Section 5.1:

(a)  To the extent an adjustment to the adjusted tax basis of any Company asset pursuant to Code Section 734(b) or 743(b) is required to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated, as provided in Treasury Regulation Section 1.704-1(b)(2)(iv)(m), as an item of Profits (if the adjustment increases the basis of the asset) or Losses (if the adjustment decreases such basis) and such Profits or Losses shall be specially allocated to the Members in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Treasury Regulations.

(b)  If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulation Section 1.704-2(d)(1)) during any Taxable Year, each Member shall be specially allocated Profits for such Taxable Year (and, if necessary, subsequent Taxable Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulation Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulation Sections 1.704-2(f)(6) and 1.704-2(j)(2). This paragraph is intended to comply with the minimum gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.

10

(c)  Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulation Section 1.704-2(i). Except as otherwise provided in Treasury Regulation Section 1.704-2(i)(4), if there is a net decrease in Member Minimum Gain during any Taxable Year, each Member that has a share of such Member Minimum Gain shall be specially allocated Profits for such Taxable Year (and, if necessary, subsequent Taxable Years) in an amount equal to that Member’s share of the net decrease in Member Minimum Gain.  Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulation Sections 1.704-2(i)(4) and 1.704-2(j)(2). This paragraph is intended to comply with the minimum gain chargeback requirements in Treasury Regulation Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

(d)  In the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulation Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), Profits shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or distributions as quickly as possible.  This paragraph is intended to comply with the qualified income offset requirement in Treasury Regulation Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

(e)  The allocations set forth in paragraphs (a), (b), (c) and (d) above (the “Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704.  Notwithstanding any other provisions of this Article 4 (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Profits and Losses among Members so that, to the extent possible, the net amount of such allocations of Profits and Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred.

5.3Curative Allocations.  If the Board determines, after consultation with counsel experienced in income tax matters, that the allocation of any item of Company income, gain, loss, deduction or credit is not specified in this Article 5 (an “unallocated item”), or that the allocation of any item of Company income, gain, loss, deduction or credit hereunder is clearly inconsistent with the Members’ economic interests in the Company (determined by reference to the general principles of Treasury Regulation Section 1.704-1(b) and the factors set forth in Treasury Regulation Section 1.704-1(b)(3)(ii)) (a “misallocated item”), then the Board may allocate such unallocated items, or reallocate such misallocated items, to reflect such economic interests; provided that no such allocation will be made without the prior consent of each Member that would be affected thereby (which consent no such Member may unreasonably withhold) and provided further that no such allocation shall have any material effect on the amounts distributable to any Member, including the amounts to be distributed upon the complete liquidation of the Company.

5.4Tax Allocations.

(a)  All income, gains, losses, deductions and credits of the Company shall be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losses, deductions and credits among the Members for

11

computing their Capital Accounts, except that if any such allocation for tax purposes is not permitted by the Code or other applicable law, the Company’s subsequent income, gains, losses, deductions and credits shall be allocated among the Members for tax purposes, to the extent permitted by the Code and other applicable law, so as to reflect as nearly as possible the allocation set forth herein in computing their Capital Accounts.

(b)  Items of Company taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall be allocated among the Members in accordance with Code Section 704(c) and the traditional method of Treasury Regulation Section 1.704-3(b) so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value.

(c)  If the Book Value of any Company property is adjusted pursuant to Section 4.2, subsequent allocations of items of taxable income, gain, loss and deduction with respect to such property shall take account of any variation between the adjusted basis of such property for federal income tax purposes and its Book Value in the same manner as under Code Section 704(c).

(d)  Allocations of tax credit, tax credit recapture, and any items related thereto shall be allocated to the Members according to their interests in such items as determined by the Board taking into account the principles of Treasury Regulation Section 1.704-1(b)(4)(ii).

(e)  Allocations pursuant to this Section 5.4 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Profits, Losses, distributions or other items pursuant to any provisions of this Agreement.

ARTICLE 6

DISTRIBUTIONS

6.1Generally.

(a)  Subject to Section 6.2, the Board shall have sole discretion regarding the amounts and timing of distributions to Members, in each case subject to the retention and establishment of reserves of, or payment to third parties of, such funds as it deems necessary with respect to the reasonable business needs of the Company which shall include the payment or the making of provision for the payment when due of the Company’s obligations, including the payment of any management or administrative fees and expenses or any other obligations.

(b)  Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution to Members if such distribution would violate Section 18-607 of the Delaware Act or other applicable law or if such distribution would violate any of the Company’s debt financing agreements.

6.2Distributions.  Except as provided in Section 11.2(b), distributions to be made by the Company on any date shall be made to the Members (with such distribution to the Members to be divided among such Members pro rata in accordance with their Common Units).

12

ARTICLE 7

MANAGEMENT OF THE COMPANY

7.1Board of Directors.

(a)  Establishment.  There is hereby established a committee (the “Board”) comprised of natural persons (the “Directors”) having the authority and duties set forth in this Agreement.  Each Director shall be entitled to one vote.  Any decisions to be made by the Board shall require the approval of a majority of the votes of the then Directors.  Except as provided in the immediately preceding sentence, no Director acting alone, or with any other Director or Directors, shall have the power to act for or on behalf of, or to bind the Company. Each Director shall be a “manager” (as that term is defined in the Delaware Act) of the Company, but, notwithstanding the foregoing, no Director shall have any rights or powers beyond the rights and powers granted to such Director in this Agreement.  Directors need not be residents of the State of Delaware.

(b)  Powers.  The business and affairs of the Company shall be managed by or under the direction of the Board.

(c)  Number of Directors; Term of Office.  The authorized number of Directors shall, as of November 5, 2002, be three Directors and, hereafter, the authorized number of Directors may be increased or decreased by the Board.  The Directors shall, except as hereinafter otherwise provided for filling vacancies, be elected by vote of the Members and shall hold office until their respective successors are elected and qualified or until their earlier resignation or removal.  As of the date hereof, the three Directors are David J. McIlquham, Kenneth L. Walker and E. Lee Wyatt.

(i)Holders of a Majority in Voting Interest may remove, with or without cause, any Director and fill the vacancy.  Vacancies caused by any such removal by the Members and not filled by the Members at the meeting at which such removal shall have been made or pursuant to the applicable written consent of the Members, may be filled by a majority of the votes of the Directors then in office, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected and qualified or until his earlier resignation or removal.

(ii)A Director may resign at any time by giving written notice to that effect to the Board.  Any such resignation shall take effect at the time of the receipt of that notice or any later effective time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective.  Any vacancy caused by any such resignation or by the death of any Director or any vacancy for any other reason (including due to the authorization by the Members of a newly created Directorship) and not filled by the Members may be filled by the affirmative vote of a majority of the Directors then in office, although less than a quorum, and any Director so elected to fill any such vacancy shall hold office until his successor is elected and qualified or until his earlier resignation or removal.

13

(d)  Meetings of the Board.  The Board shall meet at such time and at such place (either within or without the State of Delaware) as the Board may designate.  Special meetings of the Board shall be held on the call of any Director upon at least four (4) days (if the meeting is to be held in person) or two (2) days (if the meeting is to be held by telephone communications) oral or written notice to the Directors, or upon such shorter notice as may be approved by all of the Directors.  Any Director may waive such notice as to himself.  A record shall be maintained by the Secretary of the Company of each meeting of the Board.

(i)Conduct of Meetings.  Any meeting of the Directors may be held in person or telephonically.

(ii)Quorum.  A Majority of the Board shall constitute a quorum of the Board for purposes of conducting business.  If a quorum shall not be present at any meeting of the Board, then the Directors present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.  A Director may vote or be present at a meeting either in person or by proxy.

(iii)Attendance and Waiver of Notice.  Attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting.

(iv)Actions Without a Meeting.  Notwithstanding any provision contained in this Agreement, any action of the Board may be taken by written consent without a meeting.  Any such action taken by the Board without a meeting shall be effective only if the written consent or consents are in writing, set forth the action so taken, and are signed by a Majority of the Board, or such greater number of the Directors that would be necessary to take such action at a meeting of the Board.

(e)  Compensation of the Directors.  Directors, as such, shall not receive any stated salary for their services, but shall receive such compensation for their services as may be from time to time agreed upon by a Majority in Voting Interest.  In addition, a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board, provided that nothing contained in this Agreement shall be construed to preclude any Director from serving the Company or any of its Subsidiaries in any other capacity and receiving compensation for such service.

7.2Officers.

(a)  Appointment of Officers.  The Board shall appoint individuals as officers (“officers”) of the Company, which shall include (i) a Chief Executive Officer, (ii) a Treasurer, (iii) a Secretary and (iv) such other officers (such as a President or any number of Vice Presidents) as the Board deems advisable.  No officer need be a Member or a Director.  An individual can be appointed to more than one office.  Each officer of the Company shall be a

14

“manager” (as that term is used in the Delaware Act) of the Company, but, notwithstanding the foregoing, no officer of the Company shall have any rights or powers beyond the rights and powers granted to such officer in this Agreement.  The officers of the Company as of the date hereof are listed on the attached Exhibit B.

(b)  Duties of Officers Generally.  Under the direction of and, at all times, subject to the authority of the Board, the officers shall have full and complete discretion to manage and control the day-to-day business, operations and affairs of the Company in the ordinary course of its business, to make all decisions affecting the day-to-day business, operations and affairs of the Company in the ordinary course of its business and to take all such actions as he or she deems necessary or appropriate to accomplish the foregoing.  In addition, the officers shall have such other powers and duties as may be prescribed by the Board or this Agreement.  The Chief Executive Officer shall have the power and authority to delegate to any agents or employees of the Company rights and powers of officers of the Company to manage and control the day-to-day business, operations and affairs of the Company in the ordinary course of its business, as the Chief Executive Officer may deem appropriate from time to time.

(c)  Authority of Officers.  Subject to Section 7.2(b), any officer of the Company shall have the right, power and authority to transact business in the name of the Company or to act for or on behalf of or to bind the Company.  With respect to all matters within the ordinary course of business of the Company, third parties dealing with the Company may rely conclusively upon any certificate of any officer to the effect that such officer is acting on behalf of the Company.

(d)  Removal, Resignation and Filling of Vacancy of Officers.  The Board may remove any officer, for any reason or for no reason, at any time.  Any officer may resign at any time by giving written notice to the Board, and such resignation shall take effect at the date of the receipt of that notice or any later time specified in that notice; provided, that unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective.  Any such resignation shall be without prejudice to the rights, if any, of the Company or such officer under this Agreement.  A vacancy in any office because of death, resignation, removal or otherwise shall be filled in the manner prescribed in this Agreement for regular appointments to that office.

(e)  Compensation of Officers.  The officers shall be entitled to receive compensation from the Company as determined by the Board.

(f)  Chief Executive Officer.  Under the direction of and, at all times, subject to the authority of the Board, the Chief Executive Officer shall have general supervision over the day-to-day business, operations and affairs of the Company.  The Chief Executive Officer shall have such other powers and perform such other duties as may from time to time be prescribed by the Board.

(g)  Treasurer.  The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital and Units.  The Treasurer shall have the custody of the

15

funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company.  The Treasurer shall have such other powers and perform such other duties as may from time to time be prescribed by the Board.

(h)  Secretary.  The Secretary shall (i) keep the minutes of the meetings of the Members and the Board in one or more books provided for that purpose; (ii) see that all notices are duly given in accordance with the provisions of this Agreement and as required by law; (iii) be custodian of the company records; (iv) keep a register of the addresses of each Member which shall be furnished to the Secretary by such Member; (v) have general charge of the Members Schedule; and (vi) in general perform all duties incident to the office of a secretary of a company.  The Secretary shall have such other powers and perform such other duties as may from time to time be prescribed by the Board.

(i)  Fiduciary Duties.  The Directors, in the performance of their duties as such, shall owe to the Members duties of loyalty and due care of the type owed by the directors of a corporation to the stockholders of such corporation under the laws of the State of Delaware. The officers, in the performance of their duties as such, shall owe to the Members duties of loyalty and due care of the type owed by the officers of a corporation to the stockholders of such corporation under the laws of the State of Delaware.

7.3Performance of Duties; Liability of Directors and Officers.  In performing his or her duties, each of the Directors and the officers shall be entitled to rely in good faith on the provisions of this Agreement and on information, opinions, reports, or statements (including financial statements and information, opinions, reports or statements as to the value or amount of the assets, liabilities, profits or losses of the Company or any facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid), of the following other Persons or groups: (a) one or more officers or employees of the Company; (b) any attorney, independent accountant, or other Person employed or engaged by the Company; or (c) any other Person who has been selected with reasonable care by or on behalf of the Company, in each case as to matters which such relying Person reasonably believes to be within such other Person’s professional or expert competence.  The preceding sentence shall in no way limit any Person’s right to rely on information to the extent provided in Section 18-406 of the Delaware Act.  No individual who is a Director or an officer of the Company, or any combination of the foregoing, shall be personally liable under any judgment of a court, or in any other manner, for any debt, obligation, or liability of the Company, whether that liability or obligation arises in contract, tort, or otherwise, solely by reason of being an Director or an officer of the Company or any combination of the foregoing.

7.4Indemnification.  Notwithstanding Section 7.3, the Directors and officers shall not be liable, responsible or accountable for damages or otherwise to the Company, or to the Members, and, to the fullest extent allowed by law, each Director and each officer shall be indemnified and held harmless by the Company, including advancement of reasonable attorneys’ fees and other expenses, but only to the extent that the Company’s assets are sufficient therefor, from and against all claims, liabilities, and expenses arising out of any management of Company affairs; provided that (a) such Director’s or officer’s course of conduct was pursued in good faith and believed by him to be in the best interests of the Company and (b) such course of conduct did not constitute gross negligence or willful misconduct on the part of such Director or officer

16

and otherwise was in accordance with the terms of this Agreement.  The rights of indemnification provided in this Section 7.4 are intended to provide indemnification of the Directors and the officers to the fullest extent permitted by Delaware General Corporation Law regarding a corporation’s indemnification of its directors and officers and will be in addition to any rights to which the Directors or officer may otherwise be entitled by contract or as a matter of law and shall extend to his heirs, personal representatives and assigns.  The absence of any express provision for indemnification herein shall not limit any right of indemnification existing independently of this Section 7.4.  Each Director’s and each officer’s right to indemnification pursuant to this Section 7.4 may be conditioned upon the delivery by such Director or such officer of a written undertaking to repay such amount if such individual is determined pursuant to this Section 7.4 or adjudicated to be ineligible for indemnification, which undertaking shall be an unlimited general obligation.

ARTICLE 8

MEMBERS; VOTING RIGHTS

8.1Meetings of Members.

(a)  Generally.  Meetings of the Members may be called by the Board or by a Member or Members holding not less than 50% of the then outstanding Voting Units.  All meetings of the Members shall be held telephonically or at the principal office of the Company or at such other place within or without the State of Delaware as may be determined by the Board or Member(s) calling the meeting and set forth in the respective notice or waivers of notice of such meeting.  A record shall be maintained by the Secretary of the Company of each meeting of the Members.

(b)  Notice of Meetings of Members.  Written or printed notice stating the place, day and hour of the meeting shall be delivered not fewer than 2 days before the date of the meeting, either personally or by any written method by which it is reasonable to expect that the Members would receive such notice not later than the business day prior to the date of the meeting, to each holder of Voting Units (with a copy to the Secretary of the Company), by or at the direction of the Member(s) calling the meeting or the Board, as the case may be.  Such notice may, but need not, specify the purpose or purposes of such meeting and may, but need not, limit the business to be conducted at such meeting to such purpose(s).

(c)  Quorum.  Except as otherwise provided herein or by applicable law, at any time, a majority of the then outstanding Voting Units, represented in person or by proxy, shall constitute a quorum of Members for purposes of conducting business.  Once a quorum is present at the meeting of the Members, the subsequent withdrawal from the meeting of any Member prior to adjournment or the refusal of any Member to vote shall not affect the presence of a quorum at the meeting.  If, however, such quorum shall not be present at any meeting of the Members, the Members entitled to vote at such meeting shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until Members which own a majority of the then outstanding Voting Units shall be present or represented.  Except as otherwise required by applicable law, resolutions of the Members at any

17

meeting of Members shall be adopted by the affirmative vote of a majority of the Voting Units represented and entitled to vote at such meeting at which a quorum is present.

(d)  Actions Without a Meeting.  Unless otherwise prohibited by law any action to be taken at a meeting of the Members may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by a Member or Members holding not less than a majority of the then outstanding Voting Units and such consent or consents are delivered to the Secretary of the Company.  A record shall be maintained by the Secretary of the Company of each such action taken by written consent of a Member or Members.

8.2Voting Rights.  Except as specifically provided herein or otherwise required by applicable law, each Member shall be entitled to one vote per Voting Unit held by such Member.  A Member which owns Voting Units may vote or be present at a meeting either in person or by proxy.  There will be no cumulative voting in the election or removal of Directors.

8.3Registered Members.  The Company shall be entitled to treat the owner of record of any Units as the owner in fact of such Unit for all purposes, and accordingly shall not be bound to recognize any equitable or other claim to or interest in such Unit on the part of any other person, whether or not it shall have express or other notice of such claim, or interest, except as expressly provided by this Agreement or the laws of the State of Delaware.

8.4Limitation of Liability.  No Member will be obligated personally for any debt, obligation or liability of the Company or of any other Member by reason of being a Member, whether arising in contract, tort or otherwise.  Except as otherwise provided in the Delaware Act, by law or expressly in this Agreement, no Member will have any fiduciary or other duty to another Member with respect to the business and affairs of the Company.  No Member will have any responsibility to restore any negative balance in his or her Capital Account or to contribute to or in respect of the liabilities or obligations of the Company or return distributions made by the Company.

8.5Withdraw; Resignation.  A Member shall not cease to be a Member as a result of the Bankruptcy of such Member.  So long as a Member continues to own or hold any Units, such Member shall not have the ability to resign as a Member prior to the dissolution and winding up of the Company and any such resignation or attempted resignation by a Member prior to the dissolution or winding up of the Company shall be null and void As soon as any Person who is a Member ceases to own or hold any Units, such Person shall no longer be a Member.

8.6Authority.  No Member, in its capacity as a Member, shall have the power to act for or on behalf of, or to bind the Company.

18

ARTICLE 9

TAXES

9.1Tax Status.  The Members intend that at the time, if any, that the Company has more than one Member, the Company be treated as a partnership for federal, state and local income tax purposes and the Company and each Member shall file all tax returns on the basis consistent therewith.

ARTICLE 10

TRANSFER OF UNITS

10.1Restrictions.  Each Member acknowledges and agrees that such Member shall not Transfer any Unit(s) except in accordance with the provisions of this Article 10.  Any attempted Transfer in violation of the preceding sentence shall be deemed null and void for all purposes, and the Company will not record any such Transfer on its books or treat any purported transferee as the owner of such Unit(s) for any purpose.

10.2General Restrictions on Transfer.

(a)  Notwithstanding anything to the contrary in this Agreement, no transferee of any Unit(s) received pursuant to a Transfer (but excluding transferees that were Members immediately prior to such a Transfer, who shall automatically become a Member with respect to any additional Units they so acquire) shall become a Member in respect of or be deemed to have any ownership rights in the Unit(s) so Transferred unless a Person is admitted as a Member as set forth in Section 10.3(a).

(b)  Following a Transfer of any Unit(s) that is permitted under this Article 10, the transferee of such Unit(s) shall succeed to the Capital Account associated with such Unit(s) and shall receive allocations and distributions under Articles 4, 5, 6 and 11 in respect of such Unit(s).

(c)  Any Member who Transfers all of his or its Units (i) shall cease to be a Member upon such Transfer, and (ii) shall no longer possess or have the power to exercise any rights or powers of a Member of the Company.

10.3Procedure for Transfers.  Subject in all events to the general restrictions on Transfers contained in Sections 10.1 and 10.2, a Member may Transfer all or any part of his or its Units in accordance with this Section 10.3.  No Transfer of Unit(s) may be completed until the prospective transferee is admitted as a Member of the Company by executing and delivering to the Company a written undertaken to be bound by the terms and conditions of this Agreement substantially in the form of Exhibit A hereto.  Upon the amendment of the Member Schedule by the Company and the satisfaction of any other applicable conditions, such prospective transferee shall be admitted as a Member and deemed listed as such on the books and records of the Company and thereupon the Company shall reissue the applicable Units in the name of such prospective transferee.

19

10.4Legend.

(a)  The certificates representing the Units will bear the following legend:

“THE TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SPECIFIED IN A LIMITED LIABILITY COMPANY AGREEMENT AMONG THE ISSUER AND ITS MEMBERS.  A COPY OF SUCH LIMITED LIABILITY COMPANY AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”

(b)  Each certificate or instrument evidencing Restricted Securities and each certificate or instrument issued in exchange for or upon the Transfer of any Restricted Securities (if such securities remain Restricted Securities after such Transfer) shall be stamped or otherwise imprinted with a legend in substantially the following form:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER.”

Upon the request of any holder of Restricted Securities, the Company shall remove the Securities Act legend set forth above from the certificates for such Restricted Securities; provided, that such Restricted Securities are eligible for sale pursuant to Rule 144(k) (or any similar rule or rules then in effect) under the Securities Act.

10.5Limitations.

(a)  Notwithstanding anything to the contrary in this Agreement, no Unit may be Transferred if such Transfer would result in the Company having more than 100 “beneficial owners” as defined and determined by the Investment Company Act of 1940, as amended from time to time.

(b)  In order to permit the Company to qualify for the benefit of a “safe harbor” under Code Section 7704, notwithstanding anything to the contrary in this Agreement, no Transfer of any Unit shall be permitted or recognized by the Company (within the meaning of Treasury Regulation Section 1.7704-1(d)) if and to the extent that such Transfer would cause the Company to have more than 100 partners (within the meaning of Treasury Regulation Section 1.7704-1(h), including the look-through rule in Treasury Regulation Section 1.7704-1(h)(3)).

10.6Pledge of Units.

(a)  Notwithstanding anything contained herein to the contrary, any Member shall have the ability to pledge any Unit(s) owned by such Member and such pledge shall not be a “Transfer” of such Unit(s) for purposes of this Agreement.

20

(b)  Upon the Transfer of Units owned by a Member pursuant to a pledge of such Units to a lending institution in connection with the borrowing of funds by the Company, such Member, such Member’s parent company or any subsidiary of such Member’s parent company from such lending institution, without need for any further action or notice under this Agreement, the transferee of such Units shall be admitted as a Member of the Company and shall acquire all right, title and interest in such Units, including all rights under this Agreement, and such Member shall be withdrawn as a “Member” hereunder and shall have no further right, title or interest in such Units or under this Agreement.

ARTICLE 11

DISSOLUTION AND LIQUIDATION

11.1Dissolution.  The Company shall be dissolved and its affairs wound up only upon the happening of any of the following events:

(a)  the written consent of Members holding greater than a majority of the outstanding Common Units; or

(b)  the entry of a decree of judicial dissolution under § 18-802 of the Delaware Act.

11.2Liquidation.

(a)  Upon dissolution of the Company, a liquidator or liquidating committee appointed by the Board shall be the liquidator (the “Liquidator”).  The Liquidator shall be entitled to receive such compensation for its services as may be approved by the Board. The Liquidator shall agree not to resign at any time without 30 days prior written notice.  Except as expressly provided in this Article 11, the Liquidator appointed in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the officers of the Company under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers) to the extent necessary or desirable in the good faith judgment of the Liquidator to carry out the duties and functions of the Liquidator hereunder for and during such period of time as shall be reasonably required in the good faith judgment of the Liquidator to complete the winding up and liquidation of the Company as provided for herein.

(b)  The Liquidator shall liquidate the assets of the Company, and apply and distribute the proceeds of such liquidation, in the following order of priority, unless otherwise required by mandatory provisions of applicable law:

(i)the payment to the creditors of the Company, including Members, in order of priority provided by law;

(ii)to establish or add to such reserves as the Liquidator may deem necessary or appropriate; and

21

(iii)to the Members (with such distribution to the Members to be divided among such Members pro rata in accordance with their Common Units).

The reserves established pursuant to subparagraph (ii) shall be paid over by the Liquidator to a bank or other financial institution, to be held in escrow for the purpose of paying any contingent or unforeseen liabilities or obligations and, at the expiration of such period as the Liquidator deems advisable, such reserves shall be distributed to the Members in the priorities set forth in this Section 11.2(b).

(c)  The Members shall not be responsible for restoring any negative balance in their Capital Accounts upon termination or dissolution of the Company.

(d)  In any termination or dissolution of the Company, the Company may distribute the assets of the Company to Members in cash, ratably in kind or any combination thereof.  Each distribution in kind of property pursuant to Section 11.2(b)(iii) shall be distributed based upon the fair market value of such property.  If a Liquidating Distribution is made both in cash and in kind, such Liquidating Distribution shall be made so that, to the fullest extent practicable, the percentage of cash and any other assets distributed with respect to each type of Unit is identical.

(e)  Distributions upon liquidation of the Company (or any Member’s interest in the Company) and related adjustments shall be made by the end of the Taxable Year of the liquidation (or, if later, within ninety (90) days after the date of such liquidation) or as otherwise permitted by Treasury Regulation Section 1.704-1(b)(2)(ii)(b), including requirements (2) and (3) thereof.

(f)  Upon completion of the distribution of the assets of the Company as provided in Section 11.2(b) hereof, the Company shall be terminated and the Liquidator shall cause the cancellation of the Certificate in the State of Delaware and of all qualifications and registrations of the Company as a foreign limited liability company in jurisdictions other than the State of Delaware and shall take such other actions as may be necessary to terminate the Company.

(g)  Each Member hereby waives any rights to partition of the assets of the Company.

ARTICLE 12

GENERAL/MISCELLANEOUS PROVISIONS

12.1Notices.  Except as expressly set forth to the contrary in this Agreement, all notices, requests or consents provided for or permitted to be given under this Agreement must be in writing and must be given either by depositing that writing in the United States mail, addressed to the recipient, postage paid, and registered or certified with return receipt requested or by delivering that writing to the recipient in person, by courier, or by facsimile transmission; and a notice, request, or consent given under this Agreement is effective on receipt by the Person who receives it.  All notices, requests and consents to be sent to a Member must be sent to or made at the address (or facsimile number) given for that Member on the Member Schedule or

22

such other address (or facsimile number) as that Member may specify by notice to the Secretary of the Company.  Any notice, request or consent to the Company must be given to the Secretary of the Company at the Company’s chief executive offices.  Whenever any notice is required to be given by law or this Agreement, a written waiver thereof, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

12.2Governing Law.  This Agreement and the rights of the parties hereunder shall be interpreted in accordance with the laws of the State of Delaware, and all rights and remedies shall be governed by such laws without regard to principles of conflicts of laws.

12.3Entire Agreement.  This Agreement constitutes the entire agreement of the parties hereto relating to the Company and supersedes all prior contracts or agreements with respect to the Company, whether oral or written.  This Agreement amends and restates the Original Agreement in its entirety.

12.4Effect of Waiver or Consent.  A waiver or consent, express or implied, to or of any breach or default by any Person in the performance by that Person of its obligations hereunder or with respect to the Company is not a consent or waiver to or of any other breach or default in the performance by that Person of the same or any other obligations of that Person hereunder or with respect to the Company.  Failure on the part of a Person to complain of any act of any Person or to declare any Person in default hereunder or with respect to the Company, irrespective of how long that failure continues, does not constitute a waiver by that Person of its rights with respect to that default until the applicable statute-of-limitations period has run.

12.5Amendment or Modification.  This Agreement and the Certificate may be amended or modified from time to time, only by the prior approval of a Majority in Voting Interest.

12.6Binding Effect.  Subject to the restrictions on Transfers set forth in this Agreement, this Agreement is binding on and shall inure to the benefit of the Members and their respective heirs, legal representatives, successors and permitted assigns.

12.7Counterparts.  This Agreement may be signed in any number of counterparts, each of which shall be an original for all purposes, but all of which taken together shall constitute only one agreement.

12.8Severability.  Each provision of this Agreement shall be considered severable and if for any reason any provision or provisions herein (a) are determined to be invalid or contrary to any existing or future law, such invalidity shall not impair the operation of or affect those portions of this Agreement which are valid or (b) would cause any Member to be bound by the obligations of the Company under the laws of any state or locale as the same may now or hereafter exist, such provision or provisions shall be deemed void and of no effect.

12.9Headings.  All section headings or captions contained in this Agreement are for convenience only and shall not be deemed part of the text of this Agreement.

23

12.10Parties in Interest.  Nothing herein shall be construed to be to the benefit of or enforceable by any third party including, but not limited to, any creditor of the Company.

12.11Further Assurances.  The Members will execute and deliver such further instruments and do such further acts and things as may be required to carry out the intent and purposes of this Agreement.

12.12Specific Performance; Remedies.  The Company and the Members shall be entitled to enforce their rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement (including costs of enforcement) and to exercise any and all other rights existing in their favor.  The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that the Company or any Member may in its or his sole discretion apply to any court of law or equity of competent jurisdiction for specific performance or injunctive relief (without posting a bond or other security) in order to enforce or prevent any violation or threatened violation of the provisions of this Agreement.  No remedy conferred upon or reserved to the Company or any Member by this Agreement is intended to be exclusive of any other remedy.  Each and every such remedy shall be cumulative and shall be in addition to any other remedy given to the Company or any Member hereunder or now or hereafter existing at law or in equity or by statute.

****

24

IN WITNESS WHEREOF, this Amended and Restated Limited Liability Company Agreement of Mattress Holdings International, LLC has been duly executed on the day and year first above written.

SEALY, INC.
By:	/s/ Kenneth L. Walker
	Name:
	Title:

Schedule A

Members Schedule for

Mattress Holdings International, LLC
(as of November 5, 2002)

Name of Member	Number of Common Units
Sealy, Inc.	100
Total	100

Addresses of Members

Sealy, Inc.

One Office Parkway

Trinity, North Carolina 27370

Attention:  Chief Executive Officer

Exhibit A

FORM OF JOINDER TO
LIMITED LIABILITY COMPANY AGREEMENT

THIS JOINDER to the Amended and Restated Limited Liability Company Agreement of Mattress Holdings International, LLC, a Delaware limited liability company (the “Company”), dated as of November 5, 2002, as amended or restated from time to time, by and among and the Members of the Company (the “Agreement”), is made and entered into as of                      by and between the Company and                      (“Holder”). Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Agreement.

WHEREAS, on the date hereof, Holder has acquired                  Common Units from                  and the Agreement and the Company require Holder, as a holder of such Common Units, to become a party to the Agreement, and Holder agrees to do so in accordance with the terms hereof.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this Joinder hereby agree as follows:

1.Agreement to be Bound.  Holder hereby agrees that upon execution of this Joinder, it shall become a party to the Agreement and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the Agreement as though an original party thereto and shall be deemed, and is hereby admitted as, a Member for all purposes thereof.

2.Member Schedule.  For purposes of the Member Schedule, the address of the Holder is as follows:

[Name]
[Address]

3.Governing Law.  This Agreement and the rights of the parties hereunder shall be interpreted in accordance with the laws of the State of Delaware, and all rights and remedies shall be governed by such laws without regard to principles of conflicts of laws.

4.Descriptive Headings.  The descriptive headings of this Joinder are inserted for convenience only and do not constitute a part of this Joinder.

****

IN WITNESS WHEREOF, the parties hereto have executed this Joinder to the Limited Liability Company Agreement of Mattress Holdings International, LLC as of the date set forth in the introductory paragraph hereof.

MATTRESS HOLDINGS
	INTERNATIONAL, LLC
By:
	Name:
	Title:
[HOLDER]
By:
	Name:
	Title:

Exhibit B

Officers of Mattress Holdings International, LLC
(as of November 5, 2002)

David J. McIlquham	President & Chief Executive Officer
Kenneth L. Walker	Vice President, General Counsel & Secretary
E. Lee Wyatt	Vice President
David V. Sherman	Vice President
Michael Q. Murray	Assistant Secretary

EX-3.51

EXHIBIT 3.51

ARTICLES OF INCORPORATION

OF

MONTEREY MANUFACTURING CO.

ONE:  The name of this Corporation is MONTEREY MANUFACTURING CO.

TWO:  The purpose of the corporation is to engage in any lawful act or activities for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

THREE:  The name and address in this state of the corporation’s initial agent for service of process is:

A. CHARLES WILSON, ESQ.
2080 Century Park East
Suite 305
Los Angeles, CA 90067

FOUR:  The corporation is authorized to issue only one class of shares, which shall be designated “common” shares or stock.  The total authorized number of shares which may be issued is 500,000 shares.  Such shares shall have no par or stated value, except as may be required by law and fixed hereafter by resolution of the Board of Directors.  No distinction shall exist between classes or series of shares of the corporation or the holders thereof.

IN WITNESS WHEREOF, the incorporator of this corporation has executed these Articles of Incorporation.

/s/  A. Charles Wilson

A. CHARLES WILSON   Incorporator

I am the person who executed the above Articles of Incorporation, and such instrument is my act and deed.  I declare under penalty of perjury that the foregoing is true and correct.

Executed at Los Angeles, California, this 31 day of March, 1978.

/s/  A. Charles Wilson

A. CHARLES WILSON

ADVANCED SLEEP PRODUCTS

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

OF

MONTEREY MANUFACTURING CO.

We, Norman Schifman, the President, and Perry Doermann, the Secretary, of Monterey Manufacturing Co., a corporation duly organized and existing under the laws of the State of California, do hereby certify:

1.That they are the President and the Secretary, respectively, of Monterey Manufacturing Co., a California corporation.

2.That an amendment to the articles of incorporation of this corporation has been approved by the board of directors.

3.The amendment so approved by the board of directors is as follows:

Article One of the Articles of Incorporation of this corporation is amended to read as follows:

ONE:The name of the corporation is Advanced Sleep Products.

4.That the shareholders have adopted said amendment by written consent.  That the wording of said amendment as approved by the written consent of the shareholders is the same as that set forth in Article 3 above. That said written consent was signed by the holders of outstanding shares having not less than the minimum number of required votes of shareholders necessary to approve said amendment in accordance with Section 902 of the California Corporations Code.

5.The designation and total number of outstanding shares entitled to vote on or give written consent to said amendment and the minimum percentage vote required of each class or series entitled to vote on or to give written consent to said amendment for approval thereof are as follows:

Designation	Number of Shares outstanding entitled to vote or give written consent	Minimum percentage vote required to approve
Common Stock	15,000	More than 50%

6.That the number of shares listed above is owned by one stockholder which gave written consent in favor of said amendment. Such consent exceeded the minimum percentage vote required of each class entitled to vote. Said minimum percentage vote is set forth in article 5 of this certificate.

Each of the undersigned declares under penalty of perjury that the statements contained in the foregoing certificate are true of their own knowledge. Executed at Carson, California on July 25, 1986.

/s/  Norman Schifman

Norman Schifman,

President

/s/  Perry Doermann

Perry Doermann,

Secretary

2

EX-3.52

EXHIBIT 3.52

April 1, 1988

BY-LAWS

OF

ADVANCED SLEEP PRODUCTS

ARTICLE I
OFFICES

SECTION 1.1.   Registered Office.  The registered office of the corporation in the State of California shall be located at 818 West Seventh Street, Suite 1004, in the City of Los Angeles, and the name of the corporation’s registered agent is C T Corporation System.

SECTION 1.2.   Other Offices.  The corporation may have offices at such other places both within or without the State of California as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II
MEETINGS OF SHAREHOLDERS

SECTION 2.1.   Annual Meeting.  The annual meeting of the shareholders of the corporation shall be held at such place and time as the Board of Directors shall fix, on the first Wednesday in April of each year commencing in 1989 or on such other date as the Board shall fix, for the purpose of electing directors and transacting of such other business as may come before the meeting.

SECTION 2.2.   Special Meetings.  Special meetings of the shareholders for any purpose or purposes may be called and the time, date and location thereof designated by the Board of Directors or the Chairman of the Board of Directors (if a Chairman of the Board of Directors shall have been elected).

SECTION 2.3.   Notice of Meetings.  Whenever shareholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given not less than 10 nor more than 60 days before the date of the meeting to each shareholder entitled to vote thereat.  Such notice shall state the place, date, and hour of the meeting and (1) in the case of a special meeting the general nature of the business to be transacted, and no other business may be transacted, or (2) in the case of the annual meeting, those matters which the board, at the time of the mailing of the notice, intends to present for action by the shareholders.  The notice of any meeting at which directors are to be elected shall include the names of nominees intended at the time of the notice to be presented by the board for election.

SECTION 2.4.   Quorum.  The holders of at least a majority of the shares entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business at any meeting of shareholders.  If a quorum shall not be present at

any meeting, the persons holding or entitled to vote by proxy a majority of the shares entitled to vote at the meeting present or represented at the meeting may adjourn the meeting without notice other than announcement at the meeting (unless other notice is required by law) to any other time, date and place.  At any such adjourned meeting at which a quorum is present or represented, any business may be transacted that could have been transacted at the original meeting had a quorum been present or represented.

SECTION 2.5.   Action by Consent.  Any action required or permitted to be taken by the shareholders of the corporation may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.  Prompt notice of such action shall be given to all shareholders who did not consent thereto in writing.

ARTICLE III
DIRECTORS

SECTION 3.1.   Number and Election.  The number of directors shall be fixed at three (3), but may be increased or decreased from time to time by resolution of the Board of Directors, provided, that at no time shall the number of directors be less than one (1), and no decrease shall have the effect of shortening the term of any incumbent director.  Directors shall be elected annually by the shareholders, and the persons receiving the greatest number of votes shall be the directors.  Each director elected shall hold office until the successor of such director is elected and qualified or until the death or resignation of such director or the removal of such director.  Directors need not be residents of the State of California or shareholders of this corporation.

SECTION 3.2.   Resignation.  Any director may resign by giving written notice to the corporation.  Any such resignation shall take effect at the time of receipt of notice thereof or at any later time specified therein, and, unless expressly required, acceptance of such resignation shall not be necessary to make it effective.

SECTION 3.3.   Vacancies and Newly Created Directorships.  Any vacancy in the Board of Directors (whether resulting from death, resignation, removal or otherwise) and any newly created directorship may be filled by the affirmative vote of a majority of the directors then in office, though less than a quorum.

SECTION 3.4.   Regular Meetings.  An annual meeting of the Board of Directors shall be held, without notice other than this by-law, immediately after, and at the same place as, the annual meeting of shareholders of the corporation.  Additional regular meetings of the Board of Directors may be held without notice at such times, dates and places as may be fixed by the Board of Directors.

SECTION 3.5.   Special Meetings.  Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors (if a Chairman shall have been elected), or any two directors, and such meetings shall be held at such time, date and place as shall be designated in the call.  Except as otherwise prescribed by the General Corporation Law of the

2

State of California as amended from time to time (the “California Statute”) written or actual oral notice of the time, date and place of each special meeting, addressed to each director at such director’s business address, shall be given at least 48 hours prior to such meeting.  Such written notice may be delivered in person, mailed or transmitted by telegram, or, if the addressee has such equipment, by telex or teletype, and shall be deemed to have been given when delivered in person or to the telegraph company, when transmitted on telex or teletype equipment, or 48 hours after deposit in the United States mail postage prepaid.  Any director may waive notice of any meeting.

SECTION 3.6.   Quorum.  A majority of the whole Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.  If a quorum shall not be present at any meeting, a majority of the directors present may adjourn the meeting without notice other than announcement at the meeting to any other time, date and place.

Any member of the Board of Directors or of any committee designated by the Board may participate in a meeting of the directors or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by means of such equipment shall constitute presence in person at such meeting.

SECTION 3.7.   Presumption of Assent.  Unless otherwise provided by the California Statute, a director of the corporation who is present at a meeting of the Board of Directors at which action is taken on any corporate matter shall be presumed to have assented to the action taken unless the dissent of such director shall be entered in the minutes of the meeting or unless such director shall file a written dissent to such action with the person acting as Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting.  Such right to dissent shall not apply to a director who voted in favor of such action.

SECTION 3.8.   Action without Meeting.  Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if a written consent thereto is signed by all members of the board or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.

SECTION 3.9.   Executive Committee.  The Board of Directors may, by resolution passed by a majority of the number of directors fixed by these by-laws, designate one or more directors of the corporation to constitute an executive committee, which, to the extent provided in such resolution and by California law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers that may require it.

SECTION 3.10.   Other Committees.  The Board of Directors may, by resolution passed by a majority of the number of directors fixed by these by-laws, designate such other

3

committees as it may from time to time determine.  Each such committee shall consist of such number of directors, shall serve for such term and shall have and may exercise, during intervals between meetings of the Board of Directors, such lawfully delegable duties, functions and powers as the Board of Directors may from time to time prescribe.

SECTION 3.11.   Quorum and Manner of Acting — Committees.  The presence of a majority of members of any committee shall constitute a quorum for the transaction of business at any meeting of such committee, and the act of a majority of those present shall be necessary for the taking of any action at such meeting.

SECTION 3.12.   Committee Chairman, Books and Records, Etc.  The chairman of each committee shall be selected from among the members of the committee by the Board of Directors.  Each committee shall keep a record of its acts and proceedings, and all actions of each committee shall be reported to the Board of Directors at its next meeting.  Each committee shall fix its own rules of procedure not inconsistent with these by-laws or the resolution of the Board of Directors designating such committee and shall meet at such times and places and upon such call or notice as shall be provided by such rules.

ARTICLE IV
OFFICERS

SECTION 4.1.   Designation of Officers.  The officers of the corporation shall be a President, one or more Vice Presidents (who may be designated by class or function), a Chief Financial Officer, a Secretary and such other officers (including Assistant Treasurers and Assistant Secretaries) as the Board of Directors may elect.  The Board of Directors may at any time, in its discretion, elect a Chairman of the Board of Directors (the “Chairman”) to be the chief executive officer of the corporation and to have the other powers and duties set forth herein.

SECTION 4.2.   Election and Term.  Each officer shall be elected by the Board of Directors to serve until the successor thereof is elected or until the earlier resignation or removal of such officer.

SECTION 4.3.   Resignation, Removal and Vacancies.  Any officer may resign by giving written notice to the Chairman or the Secretary.  Any such resignation shall take effect at the time of receipt of notice thereof or at any later time specified therein, and, unless expressly required, acceptance of such resignation shall not be necessary to make it effective.  Any officer may be removed, with or without cause, by a majority of the directors then in office, and a vacancy in any office (whether resulting from death, resignation, removal or otherwise) may be filled by the Board of Directors.  The removal of any officer shall be without prejudice to any rights such officer may have under any agreement.

SECTION 4.4.   Chairman.  In the event that the Board of Directors determines to elect a Chairman pursuant to Section 4.1 hereof, the Chairman shall be the chief executive officer of the corporation and shall have authority and responsibility for the general management, direction and overall supervision, subject to the authority of the Board of Directors, of the corporation’s business and affairs and its officers and employees, and shall have the power to

4

appoint, remove and discharge any and all employees of the corporation not elected or appointed directly by the Board of Directors.  The Chairman shall preside at all meetings of the Board of Directors and shareholders and shall have authority to designate the duties and powers of other officers and delegate special powers and duties to specified officers, so long as such designation shall not be inconsistent with any statute, these by-laws or any action of the Board of Directors.  The Chairman shall also have power to execute, and shall execute deeds, mortgages, bonds, contracts or other instruments of the corporation except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors or by the Chairman to some other officer or agent of the corporation.  The Chairman may sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by the Board of Directors.  The stock in general shall have all other powers and shall perform all other duties that are normally incident to the chief executive officer of a corporation or as may be prescribed by the Board of Directors from time to time.

SECTION 4.5.   President.  Prior to the time, if any, at which the Board of Directors shall elect a Chairman pursuant to Section 4.1 hereof, the President shall have the duties, responsibilities and powers set forth in Section 4.4 hereof.  In the event that the Board of Directors elects a Chairman, the President, under the Chairman, and subject to the authority of the Board of Directors and the Chairman, shall be the chief operating officer of the corporation and shall be charged with implementing the policies of the corporation as determined by the Chairman and the Board of Directors.  In the event that the Chairman, due to absence or any other cause, shall refuse or be unable at any time to attend to or to perform the duties of Chairman as above prescribed, the President shall perform the duties of the Chairman.  The President may sign, pursuant to Section 6.1 hereof, certificates for shares of stock in the corporation, the issuance of which shall have been duly authorized by the Board of Directors.  The President shall have such other powers and duties as the Board of Directors or the Chairman (if a Chairman shall have been elected) may from time to time determine.

SECTION 4.6.   Vice Presidents.  In the absence of the President, or in the event of the President’s inability or refusal to act, the Vice Presidents, in order of their rank as fixed by the Board of Directors or, if not ranked, the Vice President designated by the Board of Directors or the Chairman (if a Chairman shall have been elected), shall perform all duties of the President and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President.  The Vice Presidents shall have such other powers and perform such other duties, not inconsistent with statute, these by-laws, or any action of the Board of Directors, as from time to time may be prescribed for them, respectively, by the Board of Directors or the Chairman (if a Chairman shall have been elected), which may include the execution of deeds, mortgages, bonds, contracts or other instruments of the corporation.  Any Vice President may sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by the Board of Directors.

SECTION 4.7.   Chief Financial Officer.  The Chief Financial Officer shall: (a) be responsible to the Board of Directors for the receipt, custody and disbursement of all funds and securities of the corporation; (b) receive and give receipts for funds due and payable to the corporation from any source whatsoever and deposit all such funds in the name of the corporation in such banks, trust companies or other depositories as shall from time to time be

5

selected in accordance with the provisions of Section 5.2 of these by-laws; (c) disburse the funds of the corporation as ordered by the Board of Directors or the Chairman or as otherwise required in the conduct of the business of the corporation; (d) render to the Chairman or the Board of Directors, upon request, an account of all transactions of such officer as Chief Financial Officer and of the financial condition of the corporation; and (e) in general, perform all the duties, normally incident to the office of Chief Financial Officer and such other duties as may from time to time be assigned by the Chairman (if a Chairman shall have been elected), the President, the Board of Directors or these by-laws.  The Chief Financial Officer may sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by resolution of the Board of Directors.  The Chief Financial Officer may delegate such details of the performance of duties of the office of Chief Financial Officer as may be appropriate in the exercise of reasonable care to one or more persons in the place of such officer, but shall not thereby be relieved of responsibility for the performance of such duties.

SECTION 4.8.   Secretary.  The Secretary shall:  (a) keep the minutes of the meetings of the shareholders, the Board of Directors and committees of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) have charge of the corporate records and of the seal of the corporation; (d) affix the seal of the corporation or a facsimile thereof, or cause the same to be affixed, to all certificates for shares prior to the issue thereof and to all documents the execution of which on behalf of the corporation under its seal is duly authorized by the Board of Directors or otherwise in accordance with the provisions of these by-laws; (e) keep a register of the post office addresses of each shareholder, director and committee member that shall from time to time be furnished to the Secretary by such shareholder, director or member; (f) sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by resolution of the Board of Directors; (g) have general charge of the stock transfer books of the corporation; and (h) in general, perform all duties normally incident to the office of Secretary and such other duties as may from time to time be assigned by the Chairman (if a Chairman shall have been elected), the President or the Board of Directors.  The Secretary may delegate such details of the performance of the duties of the office of Secretary as may be appropriate in the exercise of reasonable care to one or more persons in the place of such officer, but shall not thereby be relieved of responsibility for the performance of such duties.

SECTION 4.9.   Assistant Treasurers and Assistant Secretaries.  The Assistant Treasurers and Assistant Secretaries, if any, shall perform all functions and duties that may be assigned to them by the Treasurer or Secretary, respectively, or by the Chairman (if a Chairman shall have been elected), the President or the Board of Directors.  If authorized by the Treasurer or the Secretary, as the case may be, any Assistant Treasurer or Assistant Secretary may sign, pursuant to Section 6.1 hereof, certificates for shares of the corporation in place of the Treasurer or Secretary, respectively.

SECTION 4.10.   Other Officers.  The Board of Directors may from time to time elect such other officers to perform such duties and responsibilities as it shall prescribe.

SECTION 4.11.   Salaries.  The compensation of the officers of the corporation shall be fixed from time to time by the Board of Directors or by such officer as it shall designate

6

for such purpose or as it shall otherwise direct.  No officer shall be prevented from receiving a salary or other compensation by reason of the fact that such officer is also a director of the corporation.

ARTICLE V
CHECKS AND DEPOSITS

SECTION 5.1.   Checks, Drafts, Etc.  All checks, demands, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers or agent or agents of the corporation, and in such manner, as shall from time to time be authorized by the Board of Directors.

SECTION 5.2.   Deposits.  All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE VI
SHARE RECORDS AND TRANSFERS

SECTION 6.1.   Share Certificates.  Every shareholder shall be entitled to have a certificate in such form as the Board of Directors shall from time to time approve, signed on behalf of the corporation by the President or any elected Vice President, and by the Chief Financial Officer or Secretary (or, if so authorized, any Assistant Treasurer or Assistant Secretary) certifying the number of shares held of record by such shareholder.

SECTION 6.2.   Record Ownership.  A record of the name and address of the holder of each certificate, the number of shares represented thereby, and the date of issue thereof shall be made on the corporation’s books.  The corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof, and shall not be bound to recognize any equitable or other claim to or interest in any share on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by the laws of California.

SECTION 6.3.   Lost Certificates.  Any person claiming a share certificate in lieu of one lost, stolen, mutilated or destroyed shall give the corporation an affidavit as to its loss, theft, mutilation or destruction.  Such holder shall also, if required by the Board of Directors, give the corporation a bond, in such form and amount as may be approved by the Board of Directors (or any agent of the corporation to which authority for such approval shall have been delegated by the Board) sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft, mutilation or destruction of the certificate or the issuance of a new certificate.

SECTION 6.4.   Transfer of Shares.  Transfer of shares of stock shall be made on the books of the corporation only by direction of the person named in the certificate or such person’s attorney, lawfully constituted in writing, and only upon the surrender for cancellation of the certificate therefor, duly endorsed or accompanied by a written assignment of the shares evidenced thereby.

7

SECTION 6.5.   Transfer Agent and Registrar.  The corporation may appoint one or more transfer offices or agencies, each in charge of a transfer agent designated by the Board of Directors (who shall have custody, subject to the direction of the Secretary, of the original stock ledger and stock records of the corporation) where the shares of the capital stock of the corporation of any class or series specified in such appointment shall be registered.  The corporation may also appoint one or more registry offices, each in charge of a registrar designated by the Board of Directors, where its stock of any class or series specified in such appointment shall be registered.  Except as otherwise provided by resolution of the Board of Directors with respect to temporary certificates, no certificate for shares of capital stock of the corporation for which a transfer agent or registrar has been appointed shall be valid unless countersigned by such transfer agent and registered by such registrar authorized as aforesaid.

SECTION 6.6.   Restrictions on Transfer.  Any shareholder may enter into an agreement with other shareholders or with the corporation providing for reasonable limitation or restriction on the right of such shareholder to transfer shares of capital stock of the corporation held by such shareholder, including, without limiting the generality of the foregoing, agreements granting to such other shareholders or to the corporation the right to purchase for a given period of time any of such shares.  Any such limitation or restriction on the transfer of shares of this corporation may be set forth on certificates representing shares of capital stock, in which case the corporation or the transfer agent shall not be required to transfer such shares upon the books of the corporation without receipt of satisfactory evidence of compliance with the terms of such limitation or restriction.

ARTICLE VII
GENERAL PROVISIONS

SECTION 7.1.   Fiscal Year.  The fiscal year of the corporation shall end on November 30 of each year.

SECTION 7.2.   Voting of Securities.  Subject to control and direction of the Board of Directors, the Chairman of the Board (if a Chairman shall have been elected) or such other person as the Board of Directors may designate for such purpose either generally or in any particular instance shall have full power and authority, in the name and on behalf of the corporation, to attend, act and vote at any meeting of security holders of any company in which the corporation may hold any securities, or to consent as a security holder to any action proposed to be taken by such company.  At any such meeting, or in connection with any such action, the Chairman of the Board (if a Chairman shall have been elected) or such other person shall possess and may exercise any and all rights and powers incident to the ownership of such securities which, as the holder thereof, the corporation might possess and exercise, and such person may exercise such power and authority through the execution of proxies or written consents or may delegate such power and authority to any other officer, agent or employee of the corporation.

SECTION 7.3.   Amendments to By-Laws.  These by-laws may be altered or repealed by the shareholders or the Board of Directors.

8

ARTICLE VIII
INDEMNIFICATION AND INSURANCE

SECTION 8.1.   Right to Indemnification.  Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the corporation to the fullest extent authorized by the California Statute, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 8.2, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the corporation.  The right to indemnification conferred in this Section 8.1 shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the California Statute requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under Section 8.2 or otherwise.  The corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

SECTION 8.2.   Right of Claimant to Bring Suit.  If a claim under Section 8.1 is not paid in full by the corporation within thirty days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim.  It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the California Statute for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the

9

corporation.  Neither the failure of the corporation (including its Board of Directors, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the California Statute, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel, or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

SECTION 8.3.   Non-Exclusivity of Rights.  The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article VIII shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, by-law, agreement, vote of shareholders or disinterested directors or otherwise.

SECTION 8.4.   Insurance.  The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the California Statute.

10

EX-3.53

EXHIBIT 3.53

CERTIFICATE OF INCORPORATION

OF

SEALY COMPONENTS-PADS, INC

* * * *

1.The name of the corporation is Sealy Components-Pads, Inc.

2.The address of its registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle.  The name of its registered agent at such address is The Corporation Trust Company.

3.The nature of the business or purposes to be conducted or promoted is:

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

4.The total number of shares of stock which the corporation shall have authority to issue is One Thousand (1000) and the par value of each of such shares is One Cent ($0.01), amounting in the aggregate to Ten Dollars ($10.00).

The affirmative vote of the holders of shares of any class of Common Stock, voting as a separate class (which vote shall be in addition to any vote or other action required by the law of the State of Delaware), shall be requited to effect any amendment, repeal or modification of any provision of this Certificate of Incorporation that adversely effects the powers, preferences or special rights of the holders of such class of Common Stock.

5.The name and mailing address of each incorporator is as follows:

NAME	MAILING ADDRESS
A.S. Gardner	Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware
T.D. Fry	Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware
M.A. Humphrey	Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware

6.The corporation is to have perpetual existence.

7.The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.  The number of directors shall be fixed by, or in the manner provided in, the By-laws. Election of directors need not be by written ballot unless the By-laws so provide.

In the event of any vacancy resulting from the death, resignation, retirement, disqualification or removal of any director, or resulting from an increase in the number of directors to be elected by the holders of Common Stock or otherwise, such vacancy may be filled by a vote of a majority of the Directors then in office, although less than a quorum, or by a sole remaining director.

Directors may be removed, without cause, only by a vote of the holders of a majority of the shares of Common Stock then outstanding and entitled to vote.

8.No director of the Corporation shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived any improper personal benefit.

If the General Corporation Law of the State of Delaware is amended subsequent to the date of the filing of this Certificate of Incorporation with the Secretary of State of the State of Delaware in any manner which further eliminates or limits the personal liability of directors, then, without further action by the Board of Directors or the stockholders of the Corporation, the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended.

Any repeal or modification of this Article by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.

9.The Board of Directors shall have the right to make, alter, or repeal By-laws for the Corporation subject to the power of the stockholders to alter or repeal the By-laws made or altered by the Board of Directors.

10.The corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

2

WE, THE UNDERSIGNED, being each of the incorporators hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this Certificate, hereby declaring and certifying that this is our act and deed and the facts herein stated are true, and accordingly have hereunto set our hands this 5th day of May 1995.

/s/  A.S. Gardner

A.S. Gardner

/s/  T.D. Fry

T.D. Fry

/s/  M.A. Humphrey

M.A. Humphrey

3

EX-3.54

EXHIBIT 3.54

BY-LAWS
OF
SEALY COMPONENTS - PADS, INC.

ARTICLE I

OFFICES

SECTION 1.1.  Registered Office.  The registered office of the corporation in the State of Delaware shall be located at Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, and the name of the corporation’s registered agent is The Corporation Trust Company.

SECTION 1.2.  Other Offices.  The corporation may have offices at such other places both within or without the State of Delaware as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

MEETING OF STOCKHOLDERS

SECTION 2.1.  Annual Meeting.  The annual meeting of the stockholders of the corporation shall be held at such place and time as the Board of Directors shall fix, on the first Tuesday in April of each year or on such other date as the Board shall fix, for the purpose of electing directors and transacting of such other business as may come before the meeting.

SECTION 2.2.  Special Meetings.  Special meetings of the stockholders for any purpose or purposes may be called and the time, date and location thereof designated by the Board of Directors or the Chairman of the Board of Directors (if a Chairman of the Board of Directors shall have been elected).

SECTION 2.3.  Notice of Meetings.  Written notice stating the time, date and place of each annual or special meeting of stockholders and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting.

SECTION 2.4.  Quorum.  The holders of at least a majority of the stock entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business at any meeting of stockholders.  If a quorum shall not be present at any meeting, the persons holding or entitled to vote by proxy a majority of the stock entitled to vote at the meeting present or represented at the meeting may adjourn the meeting without notice other than announcement at the meeting (unless other notice is required by law) to any other time, date and place.  At any such adjourned meeting at which a quorum is present or represented, any business may be transacted that could have been transacted at the original meeting had a quorum been present or represented.

SECTION 2.5.  Action by Consent.  Any action required or permitted to be taken by the stockholders of the corporation may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of such action shall be given to all stockholders who did not consent thereto in writing.

ARTICLE III

DIRECTORS

SECTION 3.1.  Number and Election.  The number of directors shall be fixed at three (3), but may be increased or decreased from time to time by resolution of the Board of Directors, provided, that at no time shall the number of directors be less than one (1), and no decrease shall have the effect of shortening the term of any incumbent director. Directors shall be elected annually by the stockholders, and the persons receiving the greatest number of votes shall be the directors. Each director elected shall hold office until the successor of such director is elected and qualified or until the death or resignation of such director or the removal of such director. Directors need not be residents of the State of Delaware or stockholders of this corporation.

SECTION 3.2.  Resignation.  Any director may resign by giving written notice to the Board of Directors. Any such resignation shall take effect at the time of receipt of notice thereof or at any later time specified therein, and unless expressly required, acceptance of such resignation shall not be necessary to make it effective.

SECTION 3.3.  Vacancies and Newly Created Directorships.  Any vacancy in the Board of Directors (whether resulting from death, resignation, removal or otherwise) and any newly created directorship may be filled by the stockholders or a majority of the directors then in office, although less than a quorum.

SECTION 3.4.  Regular Meetings.  An annual meeting of the Board of Directors shall be held, without notice other than this by-law, immediately after, and at the same place as, the annual meeting of stockholders of the corporation. Additional regular meetings of the Board of Directors may be held without notice at such times, dates and places as may be fixed by the Board of Directors.

SECTION 3.5.  Special Meetings.  Special meetings of the Board of Directors may be called by Chairman of the Board of Directors (if a Chairman shall have been elected), or any two directors, and such meetings shall be held at such time, date and place as shall be designated in the call. Except as otherwise prescribed by the General Corporation Law of the State of Delaware as amended from time to time (the “Delaware Statute”) written or actual oral notice of the time, date and place of each special meeting, addressed to each director at such director’s business address, shall be given at least 48 hours prior to such meeting. Such written notice may be delivered in person, mailed or transmitted by telegram, or, if the addressee has such equipment, by telex or teletype, and shall be deemed to have been given when delivered in

2

person or to the telegraph company, when transmitted on telex or teletype equipment, or 48 hours after deposit in the United States mail postage prepaid. Any director may waive notice of any meeting.

SECTION 3.6.  Quorum.  A majority of the whole Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. If a quorum shall not be present at any meeting, a majority of the directors present may adjourn the meeting without notice other than announcement at the meeting to any other time, date or place.

Any member of the Board of Directors or of any committee designated by the Board may participate in a meeting of the directors or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by means of such equipment shall constitute presence in person at such meeting.

SECTION 3.7.  Presumption of Assent.  Unless otherwise provided by the Delaware Statute, a director of the corporation who is present at a meeting of the Board of Directors at which action is taken on any corporate matter shall be presumed to have assented to the action taken unless the dissent of such director shall be entered in the minutes of the meeting or unless such director shall file a written dissent to such action with the person acting as Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

SECTION 3.8.  Action Without Meeting.  Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if a written consent thereto is signed by all members of the board or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.

SECTION 3.9.  Executive Committee.  The Board of Directors may, by resolution passed by a majority of the number of directors fixed by these by-laws, designate one or more directors of the corporation to constitute an executive committee, which, to the extent provided in such resolution and by Delaware law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers that may require it.

SECTION 3.10.  Other Committees.  The Board of Directors may, by resolution passed by a majority of the number of directors fixed by these by-laws, designate such other committees as it may from time to time determine. Each such committee shall consist of such number of directors, shall serve for such term and shall have and may exercise, during intervals between meetings of the Board of Directors, such lawfully delegable duties, functions and powers as the Board of Directors may from time to time prescribe.

SECTION 3.11.  Quorum and Manner of Acting-Committees.  The chairman of each committee shall be selected from among the members of the committee by the Board of

3

Directors. Each committee shall keep a record of its acts and proceedings, and all actions of each committee shall be reported to the Board of Directors at its next meeting. Each committee shall fix its own rules of procedure not inconsistent with these by-laws or the resolution of the Board of Directors designating such committee and shall meet at such times and places and upon such call or notice as shall be provided by such rules.

ARTICLE IV

OFFICERS

SECTION 4.1.  Designation of Officers.  The officers of the corporation President, one or more Vice Presidents (who may be designated by class or function), a Treasurer, a Secretary and such other officers (including Assistant Treasurers and Assistant Secretaries) as the Board of Directors may elect. The Board of Directors may at any time, in its discretion, elect a Chairman of the Board of Directors (the “Chairman”) to be the chief executive officer of the corporation and to have the other powers and duties set forth herein.

SECTION 4.2.  Election and Term.  Each officer shall be elected by the Board of Directors to serve until the successor thereof is elected or until the earlier resignation or removal of such officer.

SECTION 4.3.  Resignation, Removal and Vacancies.  Any officer may resign by giving written notice to the Chairman or the Secretary. Any such resignation shall take effect at the time of receipt of notice thereof or at any later time specified therein, and, unless expressly required, acceptance of such resignation shall not be necessary to make it effective. Any officer may be removed, with or without cause, by a majority of the directors then in office, and a vacancy in any office (whether resulting from death, resignation, removal or otherwise) may be filled by the Board of Directors. The removal of any officer shall be without prejudice to any rights such officer may have under any agreement.

SECTION 4.4.  Chairman.  In the event that the Board of Directors determines to elect a Chairman pursuant to Section 4.1. hereof, the Chairman shall be the chief executive officer of the corporation and shall have authority and responsibility for the general management, direction and overall supervision, subject to the authority of the Board of Directors, of the corporation’s business and affairs and its officers and employees, and shall have the power to appoint, remove and discharge any and all employees of the corporation not elected or appointed directly by the Board of Directors. The Chairman shall preside at all meetings of the Board of Directors and stockholders and shall have authority to designate the duties and powers of other officers and delegate special powers and duties to specified officers, so long as such designation shall not be inconsistent with any statute, these by-laws or any action of the Board of Directors. The Chairman shall also have power to execute, and shall execute deeds, mortgages, bonds, contracts or other instruments of the corporation except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors or by the Chairman to some other officers or agent of the corporation. The Chairman may sign, pursuant to Section 6.1. hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by the Board of Directors. The Chairman in general shall have all other powers and shall perform all

4

other duties that are normally incident to the chief executive officer of a corporation or as may be prescribed by the Board of Directors from time to time.

SECTION 4.5.  President.  Prior to the time, if any, at which the Board of Directors shall elect a Chairman pursuant to Section 4.1. hereof, the President shall have the duties, responsibilities and powers set forth in Section 4.4. hereof. In the event that the Board of Directors elects a Chairman, the President, under the Chairman, and subject to the authority of the Board of Directors and the Chairman, shall be the chief operating officer of the corporation and shall be charged with implementing the policies of the corporation as determined by the Chairman and the Board of Directors. In the event that the Chairman, due to absence or any other cause, shall refuse or be unable at any time to attend to or to perform the duties of Chairman as above prescribed, the President shall perform the duties of the Chairman. The President may sign, pursuant to Section 6.1. hereof, certificates for shares of stock in the corporation, the issuance of which shall have been duly authorized by the Board of Directors. The President or the Chairman (if a Chairman shall have been elected) may from time to time determine.

SECTION 4.6.  Vice Presidents.  In the absence of the President, or in the event of the President’s inability or refusal to act, the Vice Presidents, in order of their rank as fixed by the Board of Directors or, if not ranked, the Vice President designated by the Board of Directors or the Chairman (if a Chairman shall have been elected), shall perform all duties of the President and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President. The Vice Presidents shall have such other powers and perform such other duties, not inconsistent with statute, these by-laws, or any action of the Board of Directors, as from time to time may be prescribed for them, respectively, by the Board of Directors or the Chairman (if a Chairman shall have been elected), which may include the execution of deeds, mortgages, bonds, contracts or other instruments of the corporation. Any Vice President may sign, pursuant to Section 6.1. hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by the Board of Directors.

SECTION 4.7.  Treasurer.  The Treasurer shall: (a) be responsible to the Board of Directors for the receipt, custody and disbursement of all funds and securities of the corporation; (b) receive and give receipts for funds due and payable to the corporation from any source whatsoever and deposit all such funds in the name of the corporation in such banks, trust companies or other depositories as shall from time to time be selected in accordance with the provisions of Section 5.2. of these by-laws; (c) disburse the funds of the corporation as ordered by the Board of Directors or the Chairman or as otherwise required in the conduct of the business of the corporation; (d) render to the Chairman or the Board of Directors, upon request, an account of all transactions of such officer as Treasurer and of the financial condition of the corporation; and (e) in general, perform all the duties normally incident to the office of Treasurer and such other duties as may from time to time be assigned by the Chairman (if a Chairman shall have been elected), the President, the Board of Directors or these by-laws. The Treasurer may sign, pursuant to Section 6.1. hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by resolution of the Board of Directors. The Treasurer may delegate such details of the performance of duties of the office of Treasurer as may be appropriate in the exercise of reasonable care to one or more persons in the place of such officer, but shall not thereby be relieved of responsibility for the performance of such duties.

5

SECTION 4.8.  Secretary.  The Secretary shall: (a) keep the minutes of the meetings of the stockholders, the Board of Directors and committees of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) have charge of the corporate records and of the seal of the corporation; (d) affix the seal of the corporation or a facsimile thereof, or cause the same to be affixed, to all certificates for shares prior to the issue thereof and to all documents the execution of which on behalf of the corporation under its seal is duly authorized by the Board of Directors or otherwise in accordance with the provisions of these by-laws; (e) keep a register of the post office addresses of each stockholder, director and committee member that shall from time to time be furnished to the Secretary by such stockholder, director or member; (f) sign, pursuant to Section 6.1. hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by resolution of the Board of Directors; (g) have general charge of the stock transfer books of the corporation; and (h) in general, perform all duties normally incident to the office of Secretary and such other duties as may from time to time be assigned by the Chairman (if a Chairman shall have been elected), the President or the Board of Directors. The Secretary may delegate such details of the performance of the duties of the office of Secretary as may be appropriate in the exercise of reasonable care to one or more persons in the place of such officer, but shall not thereby be relieved of responsibility for the performance of such duties.

SECTION 4.9.  Assistant Treasurers and Assistant Secretaries.  The Assistant Treasurers and Assistant Secretaries, if any, shall perform all functions and duties that may be assigned to them by the Treasurer or Secretary, respectively, or by the Chairman (if a Chairman shall have been elected), the president or the Board of Directors. If authorized by the Treasurer or the Secretary, as the case may be, any Assistant Treasurer or Assistant Secretary may sign, pursuant to Section 6.1. hereof certificates for shares of the corporation in place of the Treasurer or Secretary, respectively.

SECTION 4.10.  Other Officers.  The Board of Directors may from time to time elect such other officers to perform such duties and responsibilities as it shall prescribe.

SECTION 4.11.  Salaries.  The compensation of the officers of the corporation shall be fixed from time to time by the Board of Directors or by such officer as it shall designate for such purpose or as it shall otherwise direct. No officer shall be prevented from receiving a salary or other compensation by reason of the fact that such officer is also a director of the corporation.

ARTICLE V

CHECKS AND DEPOSITS

SECTION 5.1.  Checks, Drafts, etc.  All checks, demands, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers or agent or agents of the corporation, and in such manner, as shall from time to time be authorized by the Board of Directors.

6

SECTION 5.2.  Deposits.  All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE VI

STOCK RECORDS AND TRANSFERS

SECTION 6.1.  Stock Certificates.  Every stockholder shall be entitled to have a certificate in such form as the Board of Directors shall from time to time approve, signed on behalf of the corporation by the Chairman, (if a Chairman shall have been elected), the president or any elected Vice President, and by the Treasurer of the Secretary (or, if so authorized, any Assistant Treasurer or Assistant Secretary) certifying the number of shares held of record by such stockholder.

SECTION 6.2.  Record Ownership.  A record of the name and address of the holder of each certificate, the number of shares represented thereby, and the date of issue thereof shall be made on the corporation’s books. The corporation shall be entitled to treat the holder of record of any share of shares of stock as the holder in fact thereof, and shall not be bound to recognize any equitable or other claim to or interest in any share on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by the laws of Delaware.

SECTION 6.3.  Lost Certificates.  Any person claiming a stock certificate in lieu of one lost, stolen, mutilated or destroyed shall give the corporation an affidavit as to its loss, theft, mutilation or destruction. Such holder shall also, if required by the Board of Directors, give the corporation a bond, in such form and amount as may be approved by the Board of Directors (or any agent of the corporation to which authority for such approval shall have been delegated by the Board) sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft, mutilation or destruction of the certificate or the issuance of a new certificate.

SECTION 6.4.  Transfer of Stock.  Transfer of shares of stock shall be made on the books of the corporation only by direction of the person named in the certificate or such person’s attorney, lawfully constituted in writing, and only upon the surrender for cancellation of the certificate therefor, duly endorsed or accompanied by a written assignment of the shares evidenced thereby.

SECTION 6.5.  Transfer Agent and Registrar.  The corporation may appoint one or more transfer offices or agencies, each in charge of a transfer agent designated by the Board of Directors (who shall have custody, subject to the direction of the Secretary, of the original stock ledger and stock records of the corporation) where the shares of the capital stock of the corporation of any class or series specified in such appointment shall be registered. The corporation may also appoint one or more registry offices, each in charge of a registrar designated by the Board of Directors, where its stock of any class or series specified in such appointment shall be registered. Except as otherwise provided by resolution of the Board of Directors with respect to temporary certificates, no certificate for shares of capital stock of the

7

corporation for which a transfer agent or registrar has been appointed shall be valid unless countersigned by such transfer agent and registered by such registrar authorized as aforesaid.

SECTION 6.6.  Restrictions on Transfer.  Any stockholder may enter into an agreement with other stockholders or with the corporation providing for reasonable limitation or restriction on the right of such stockholder to transfer shares of capital stock of the corporation held by such stockholder, including, without limiting the generality of the foregoing, agreements granting to such other stockholders or to the corporation the right to purchase for a given period of time any of such shares. Any such limitation or restriction on the transfer of shares of this corporation may be set forth on certificates representing shares of capital stock, in which case the corporation or the transfer agent shall not be required to transfer such shares upon the books of the corporation without receipt of satisfactory evidence of compliance with the terms of such limitation or restriction.

ARTICLE VII

GENERAL PROVISIONS

SECTION 7.1.  Fiscal Year.  The fiscal year of the corporation shall end on November 30 of each year.

SECTION 7.2.  Voting of Securities.  Subject to control and direction of the Board of Directors, the Chairman of the Board (if a Chairman shall have been elected) or such other person as the Board of Directors may designate for such purpose either generally or in any particular instance, shall have full power and authority, in the name and on behalf of the corporation, to attend, act and vote at any meeting of security holders of any company in which the corporation may hold any securities, or to consent as a security holder to any action proposed to be taken by such company. At any such meeting, or in connection with any such action, the chairman of the Board (if a Chairman shall have been elected) or such other person shall possess and may exercise any and all rights and powers incident of the ownership of such securities which, as the holder thereof, the corporation might possess and exercise, and such person may exercise such power and authority through the execution of proxies or written consents or may delegate such power and authority to any other officer, agent or employee of the corporation.

SECTION 7.3.  Amendment to By-Laws.  These by-laws may be altered or repealed by the stockholders or the Board of Directors.

ARTICLE VIII

INDEMNIFICATION AND INSURANCE

SECTION 8.1.  Right to Indemnification.  In addition to the indemnification provided in the articles of incorporation, each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee

8

or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the corporation to the fullest extent authorized by the Delaware Statute, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 8.2., the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) was authorized by the Board of Directors of the corporation. The right to indemnification conferred in this Section 8.1. shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware Statute requires, the payment of such expenses incurred by a director of officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding, shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under Section 8.2. or otherwise. The corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

SECTION 8.2.  Right of Claimant to Bring Suit.  If a claim under Section 8.1. is not paid in full by the corporation within thirty days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has. not met the standards of conduct which make it permissible under the Delaware Statute for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation. Neither the failure of the corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware Statute, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

9

SECTION 8.3.  Non-Exclusivity of Rights.  The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article VIII shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

SECTION 8.4.  Insurance.  The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware Statute.

10

EX-3.55

EXHIBIT 3.55

CERTIFICATE OF INCORPORATION

OF

THE METCALFE BROTHERS, INCORPORATED

This is to certify that we, Jack L. Metcalfe, Thomas O. Metcalfe, Eva P. Metcalfe, and Macie C. Metcalfe, hereby associate ourselves together for the purposes of establishing a corporation, under and by virtue of the Code of Virginia, Chapter 148, and acts amendatory thereof, and subject to the requirements of law for such cases made and provided, for the purposes and under the corporate name hereinafter set out; and to that end, we do, by this our certificate of incorporation, set forth as follows:

I.              The name of the corporation shall be THE METCALFE BROTHERS, INCORPORATED.

II.            The principal office of the corporation shall be located in the Town of Bluefield, in the County of Tazewell, in the State of Virginia.

III.           The objects and purposes for which this corporation is formed are as follows:

1.             To acquire by purchase, lease or otherwise such real estate as may be necessary to carry out the businesses of the corporation.

2.             To prepare, compound, manufacture, buy and sell at wholesale, and generally deal in and with soft drinks; to buy the necessary products for the compounding and manufacturing, and to bottle and sell the same, of those certain soft drinks generally known and referred to as “Canada Dry”; to enter into contracts, and do all and any other acts necessary to the carrying on of the business usual to the manufacturing, bottling, processing, buying and selling of soft drinks; and to purchase, acquire, sell, transfer, dispose of, trade and traffic in any

form of business or businesses ordinarily engaging in the manufacture and sale of soft drinks, and such businesses as are in connection therewith.

3.             To sell at wholesale such alcoholic beverages as may be permitted by the Virginia Alcoholic Board of Control.

4.             To take over and to generally carry on the business of The Graham Mattress Company, a partnership heretofore existing between the said Jack L. Metcalfe and Thomas O. Metcalfe, it being the corporate purpose hereby set forth to deal in the manufacture, buying, selling, and generally to deal in all kinds of products such as mattresses, couches, day beds, chairs, and other articles and things dealt in by manufacturers and dealers in a similar line of business.

5.             To do any, all and everything, necessary or incident to, or suitable and proper for, the accomplishment of any of the purposes or the attainment of any of the objects or the furtherance of any of the powers hereinbefore mentioned, either alone or in association with any other corporation, firms, or individuals, and to carry on and to do every other act or acts, thing, or things incidental or appurtenant to or growing out of or connected with the aforesaid businesses or powers or any part or parts thereof, provided the same be not in consistent with the laws under which this corporation is organized.

IV.           The maximum amount of the capital stock of said corporation is to be the sum of One Hundred and Fifty Thousand ($150,000.00) Dollars, and the minimum of the capital stock of said corporation is to be the sum of Eighty Thousand ($80,000.00) Dollars; the capital stock of the corporation is to be divided into shares of $100.00 each, and said capital stock is to consist entirely of common stock.

2

V.            The period for the duration of the corporation is unlimited.

VI.           The names and residences of the officers and directors, who, unless sooner changed by the stockholders, are for the first year to manage the affairs of the corporation, are as follows:

NAMES	OFFICERS OFFICE	RESIDENCE
Jack L. Metcalfe	President	Bluefield, Virginia
Macie C. Metcalfe	Vice-President	Bluefield, Virginia
Thomas O. Metcalfe	Treasurer	Bluefield, Virginia
Eva P. Metcalfe	Secretary	Bluefield, Virginia

VII.          The amount of real estate to which the holdings of the corporation at anytime are to be limited is one hundred (100) Acres.

Given under our hands this the 18^th day of April, 1949.

/s/     Jack L. Metcalfe

/s/     Thomas O. Metcalfe

/s/     Eva P. Metcalfe

/s/     Macie C. Metcalfe

3

STATE OF VIRGINIA

COUNTY OF TAZEWELL, to-wit:

I,                                        , a Notary Public within and for the County of Tazewell, State of Virginia, do hereby certify that Jack L. Metcalfe, Thomas O. Metcalfe, Eva P. Metcalfe and Macie C. Metcalfe, whose names are signed to the foregoing and hereto annexed writing, bearing date the 18^th day of April, 1949, have each, this day, personally acknowledged the same before me, in my county aforesaid.

My commission expires                                                         .

Given under my hand this 18^th day of April, 1949.

Notary Public as aforesaid.

4

CERTIFICATE FOR AMENDMENT TO THE CHARTER

OF

THE METCALFE BROTHERS, INCORPORATED

WHEREAS, The Metcalfe Brothers, Incorporated, a corporation created under and by virtue of the laws of the Commonwealth of Virginia desires to have its charter amended as hereinafter set out; now, therefore, to that end, I, Jack L. Metcalfe, President of said corporation, under the seal of the corporation attested by the Secretary thereof, do hereby certify as follows:

First: That on the 1st day of October, 1949, after due notice to all of the directors of the corporation, there was held at the offices of said corporation, in the Town of Bluefield, Virginia, a meeting of the board of directors of the aforesaid corporation at which meeting at least a majority of the directors were present and unanimously passed the following resolution declaring that such amendment is advisable:

Resolved: That the name of “THE METCALFE BROTHERS, INCORPORATED” be changed to “METCALFE BROTHERS, INCORPORATED,” thereby omitting the word “The” from the name of said corporation.

And the said board of directors thereupon passed a further resolution ordering a meeting of the stockholders to be called for the 1st day of October, 1949, according to law, to take action upon the foregoing resolution proposing to amend the charter of the corporation.

SECOND: That on the 1st day of October, 1949, there was held at the offices of said corporation in the Town of Bluefield, Virginia, a meeting of the stockholders after waiver of notice signed by all the stockholders, in person, such notice stating the time and place and general object of the meeting.  That at said meeting there was represented in person 1100 shares,

out of a total of 1100 shares of each class of stock issued and outstanding having voting powers.  That the foregoing resolution, adopted by the board of directors proposing to amend the charter of this corporation in the manner hereinbefore set out was in terms laid before the stockholders’ meeting and adopted by a vote of 1100 shares, being at least two thirds in interest of the stockholders of this corporation having voting powers.  Voting favoring the resolution was as follows:  Jack L. Metcalfe, 549 shares; Thomas O. Metcalfe, 549 shares; Macie C. Metcalfe, 1 share; Eva P. Metcalfe, 1 share; total voting, 1100 shares.

THIRD:  That the proceedings of said meeting were duly entered on the minutes of the proceedings of the stockholders.

Therefore, this certificate is now signed by Jack L. Metcalfe, President of The Metcalfe Brothers, Incorporated, aforesaid, with its corporate seal thereto affixed, attested by Eva P. Metcalfe, its Secretary, this lat day of October, 1949.

	/s/  Jack L. Metcalfe
	, PRESIDENT of
	The Metcalfe Brothers, Incorporated
Attest:
/s/  Eva P. Metcalfe
SECRETARY

2

STATE OF VIRGINIA

COUNTY OF TAZEWELL, to-wit:

I, M. Crockett Hughes, Jr., a Notary Public in and for the County of Tazewell, and State aforesaid, do certify that Jack L. Metcalfe, President, and Eva P. Metcalfe, Secretary, whose names are signed to the writing above, bearing date on the 1^st day of October, 1949, have acknowledged the same before me in my County and State aforesaid.

My term of office expires on the 11^th day of February, 1951.

Given under my hand this 15^th day of October, 1949.

/s/ M. Crockett Hughes, Jr. NOTARY PUBLIC

ARTICLES OF AMENDMENT OF THE ARTICLES OF INCORPORATION

OF METCALFE BROTHERS, INCORPORATED

I

On Monday, June 2, 1969, the Board of Directors of the corporation found that the following proposed amendment of its Articles of Incorporation was in the best interest of the corporation and directed that it be submitted to a vote of the stockholders;

That the corporation issue a class B non-voting $100.00 par value stock in a sufficient amount so that shares of the new non-voting stock can be issued to each stockholder in the form of a stock dividend of two (2) shares of non-voting stock for every share of voting stock now held by each stockholder and that the total number of shares of non-voting stock authorized to be issued be 2,300 and that such stock be restricted such that should the corporation fail to pay dividends for a period of three (3) consecutive years then the class B stock would then have permanent voting rights the same as the present voting stock.  In all other respects the shares of both classes of stock authorized shall be equal.

II

On September 13, 1969, written notice of a meeting to be held on the 11^th day of October, 1969, was given by mail to each stockholder of record entitled to vote on the proposed amendment.  The notice stated the place, day and hour of the meeting and the purposes for which it was called, and was accompanied by a copy of the proposed amendment.

III

On October 11, 1969, the meeting of the stockholders was held and the amendment proposed by the Board of Directors as set forth above was adopted by the stockholders.

IV

The number of shares of stock of the corporation outstanding and entitled to vote was voted for or against the amendment as follows:

Shares outstanding:	1150
Shares Voted For:	1150	Against:	0

Executed in the name of the corporation by its president and its secretary who declare under the penalty of perjury that the facts stated therein are true.

Dated this 8th day of December, 1969.

	Metcalfe Brothers, Incorporated
	By	/s/     Thomas O. Metcalfe
		President
Secretary

2

ARTICLES OF AMENDMENT

OF THE ARTICLES OF INCORPORATION OF

METCALFE BROTHERS INCORPORATED

On the 28^th day of January, 1987, the Board of Directors of the corporation found that the following proposed amendment of its Articles of Incorporated was in the best interest of the corporation and passed the following Resolution to be submitted to a vote of the stockholders:

That the Articles of Incorporation of Metcalfe Brothers, Incorporated be amended as follows:

1.  The name of the corporation shall be changed form Metcalfe Brothers, Incorporated to Sealy Mattress Co. of S.W. Virginia.

2.  The undersigned Ohio-Sealy Mattress Manufacturing Co., an Ohio corporation, being the only stockholder of Metcalfe Brothers, Incorporated, does hereby consent in writing to said action pursuant to Section 13.1-841 of the Code of Virginia, as amended.

OHIO-SEALY MATTRESS MANUFACTURING CO.
By	/s/ Thomas L. Smudz
	Treasurer

The undersigned Treasurer of Mecalfe Brothers Incorporated does hereby certify that Ohio-Sealy Mattress Manufacturing Co. is the owner of all of the stock of Metcalfe Brothers, Incorporated of record as of this date.

METCALFE BROTHERS, INCORPORATED
By	/s/ Thomas L. Smudz
	Treasurer

STATE OF ILLINOIS
COUNTY/CITY OF COOK, to-wit:

Before me, a Notary Public in and for the County/City and State aforesaid, personally appeared Thomas L. Smudz who, being by me first duly sworn, declared that he is Treasurer of the corporation executing the foregoing Articles of Amendment and that the facts set forth therein are true.

Given under my hand this 28^th day of January, 1987.

Notary Public

My commission expires March 12, 1988.

(OFFICIAL SEAL)

2

EX-3.56

EXHIBIT 3.56

April 1, 1988

BY-LAWS
OF
SEALY MATTRESS COMPANY OF S.W. VIRGINIA

ARTICLE I
OFFICES

SECTION 1.1.   Registered Office.  The registered office of the corporation in the State of Virginia shall be located at 55 11 Staples Mill Road in the City of Richmond, and the name of the corporation’s registered agent is Edward R. Parker (CT Corporation System).

SECTION 1.2.   Other Offices.  The corporation may have offices at such other places both within or without the State of Virginia as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II
MEETINGS OF SHAREHOLDERS

SECTION 2.1.   Annual Meeting.  The annual meeting of the shareholders of the corporation shall be held at such place and time as the Board of Directors shall fix, on the first Wednesday in April of each year commencing in 1989 or on such other date as the Board shall fix, for the purpose of electing directors and transacting of such other business as may come before the meeting.

SECTION 2.2.   Special Meetings.  Special meetings of the shareholders for any purpose or purposes may be called and the time, date and location thereof designated by the Board of Directors or the Chairman of the Board of Directors (if a Chairman of the Board of Directors shall have been elected).

SECTION 2.3.   Notice of Meetings.  Written notice stating the time, date and place of each annual or special meeting of shareholders and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten nor more than sixty days before the date of the meeting, except that notice of a shareholders’ meeting to act on an amendment of the articles of incorporation, on a plan of merger or share exchange, on a proposed sale of assets other than in the regular course of business, or on a plan of dissolution shall be given, in the manner provided herein, not less than twenty-five nor more than sixty days before the date of the meeting.  Any such notice shall be accompanied by a copy of the proposed amendment, plan of merger, or share exchange, or plan of proposed sale of assets.

SECTION 2.4.   Quorum.  The holders of at least a majority of the shares entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum for the transaction of business at any meeting of shareholders.  If a quorum shall not be present at any meeting, the persons holding or entitled to vote by proxy a majority of the shares entitled to vote at the meeting present or represented at the meeting may adjourn the meeting without notice

other than announcement at the meeting (unless other notice is required by law) to any other time, date and place.  At any such adjourned meeting at which a quorum is present or represented, any business may be transacted that could have been transacted at the original meeting had a quorum been present or represented.

SECTION 2.5.   Action by Consent.  Any action required or permitted to be taken by the shareholders of the corporation may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.

ARTICLE III
DIRECTORS

SECTION 3.1.   Number and Election.  The number of directors shall be fixed at three (3), but may be increased or decreased from time to time by resolution of the Board of Directors, provided, that at no time shall the number of directors be less than one (1), and no decrease shall have the effect of shortening the term of any incumbent director.  Directors shall be elected annually by the shareholders, and the persons receiving the greatest number of votes shall be the directors.  Each director elected shall hold office until the successor of such director is elected and qualified or until the death or resignation of such director or the removal of such director.  Directors need not be residents of the State of Virginia or shareholders of this corporation.

SECTION 3.2.   Resignation.  Any director may resign by giving written notice to the corporation.  Any such resignation shall take effect at the time of receipt of notice thereof or at any later time specified therein, and, unless expressly required, acceptance of such resignation shall not be necessary to make it effective.

SECTION 3.3.   Vacancies and Newly Created Directorships.  Any vacancy in the Board of Directors (whether resulting from death, resignation, removal or otherwise) and any newly created directorship may be filled by the affirmative vote of a majority of the directors then in office, though less than a quorum.

SECTION 3.4.   Regular Meetings.  An annual meeting of the Board of Directors shall be held, without notice other than this by-law, immediately after, and at the same place as, the annual meeting of shareholders of the corporation.  Additional regular meetings of the Board of Directors may be held without notice at such times, dates and places as may be fixed by the Board of Directors.

SECTION 3.5.   Special Meetings.  Special meetings of the Board of Directors may be called by the Chairman of the Board of Directors (if a Chairman shall have been elected), or any two directors, and such meetings shall be held at such time, date and place as shall be designated in the call.  Except as otherwise prescribed by the Stock Corporation Act of the State of Virginia as amended from time to time (the “Virginia Statute”) written or actual oral notice of the time, date and place of each special meeting, addressed to each director at such director’s business address, shall be given at least 48 hours prior to such meeting.  Such written notice may be delivered in person, mailed or transmitted by telegram, or, if the addressee has such

2

equipment, by telex or teletype, and shall be deemed to have been given when delivered in person or to the telegraph company, when transmitted on telex or teletype equipment, or 48 hours after deposit in the United States mail postage prepaid.  Any director may waive notice of any meeting.

SECTION 3.6.   Quorum.  A majority of the whole Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.  If a quorum shall not be present at any meeting, a majority of the directors present may adjourn the meeting without notice other than announcement at the meeting to any other time, date and place.

Any member of the Board of Directors or of any committee designated by the Board may participate in a meeting of the directors or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by means of such equipment shall constitute presence in person at such meeting.

SECTION 3.7.   Presumption of Assent.  Unless otherwise provided by the Virginia Statute, a director of the corporation who is present at a meeting of the Board of Directors at which action is taken on any corporate matter shall be presumed to have assented to the action taken unless the dissent of such director shall be entered in the minutes of the meeting or unless such director shall file a written dissent to such action with the person acting as Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting.  Such right to dissent shall not apply to a director who voted in favor of such action.

SECTION 3.8.   Action without Meeting.  Unless otherwise restricted by the certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if a written consent thereto is signed by all members of the board or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.

SECTION 3.9.   Executive Committee.  The Board of Directors may, by resolution passed by a majority of the number of directors fixed by these by-laws, designate two or more directors of the corporation to constitute an executive committee, which, to the extent provided in such resolution and by Virginia law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation and may authorize the seal of the corporation to be affixed to all papers that may require it.

SECTION 3.10.   Other Committees.  The Board of Directors may, by resolution passed by a majority of the number of directors fixed by these by-laws, designate such other committees as it may from time to time determine.  Each such committee shall consist of two or more directors, shall serve for such term and shall have and may exercise, during intervals between meetings of the Board of Directors, such lawfully delegable duties, functions and powers as the Board of Directors may from time to time prescribe.

3

SECTION 3.11.   Quorum and Manner of Acting—Committees.  The presence of a majority of members of any committee shall constitute a quorum for the transaction of business at any meeting of such committee, and the act of a majority of those present shall be necessary for the taking of any action at such meeting.

SECTION 3.12.   Committee Chairman, Books and Records, Etc.  The chairman of each committee shall be selected from among the members of the committee by the Board of Directors.  Each committee shall keep a record of its acts and proceedings, and all actions of each committee shall be reported to the Board of Directors at its next meeting.  Each committee shall fix its own rules of procedure not inconsistent with these by-laws or the resolution of the Board of Directors designating such committee and shall meet at such times and places and upon such call or notice as shall be provided by such rules.

ARTICLE IV
OFFICERS

SECTION 4.1.   Designation of Officers.  The officers of the corporation shall be a President, one or more Vice Presidents (who may be designated by class or function), a Treasurer, a Secretary and such other officers (including Assistant Treasurers and Assistant Secretaries) as the Board of Directors may elect.  The Board of Directors may at any time, in its discretion, elect a Chairman of the Board of Directors (the “Chairman”) to be the chief executive officer of the corporation and to have the other powers and duties set forth herein.

SECTION 4.2.   Election and Term.  Each officer shall be elected by the Board of Directors to serve until the successor thereof is elected or until the earlier resignation or removal of such officer.

SECTION 4.3.   Resignation, Removal and Vacancies.  Any officer may resign by giving written notice to the Chairman or the Secretary.  Any such resignation shall take effect at the time of receipt of notice thereof or at any later time specified therein, and, unless expressly required, acceptance of such resignation shall not be necessary to make it effective.  Any officer may be removed, with or without cause, by a majority of the directors then in office, and a vacancy in any office (whether resulting from death, resignation, removal or otherwise) may be filled by the Board of Directors.  The removal of any officer shall be without prejudice to any rights such officer may have under any agreement.

SECTION 4.4.   Chairman.  In the event that the Board of Directors determines to elect a Chairman pursuant to Section 4.1 hereof, the Chairman shall be the chief executive officer of the corporation and shall have authority and responsibility for the general management, direction and overall supervision, subject to the authority of the Board of Directors, of the corporation’s business and affairs and its officers and employees, and shall have the power to appoint, remove and discharge any and all employees of the corporation not elected or appointed directly by the Board of Directors.  The Chairman shall preside at all meetings of the Board of Directors and shareholders and shall have authority to designate the duties and powers of other officers and delegate special powers and duties to specified officers, so long as such designation shall not be inconsistent with any statute, these by-laws or any action of the Board of Directors.

4

The Chairman shall also have power to execute, and shall execute deeds, mortgages, bonds, contracts or other instruments of the corporation except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors or by the Chairman to some other officer or agent of the corporation.  The Chairman may sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by the Board of Directors.  The stock in general shall have all other powers and shall perform all other duties that are normally incident to the chief executive officer of a corporation or as may be prescribed by the Board of Directors from time to time.

SECTION 4.5.   President.  Prior to the time, if any, at which the Board of Directors shall elect a Chairman pursuant to Section 4.1 hereof, the President shall have the duties, responsibilities and powers set forth in Section 4.4 hereof.  In the event that the Board of Directors elects a Chairman, the President, under the Chairman, and subject to the authority of the Board of Directors and the Chairman, shall be the chief operating officer of the corporation and shall be charged with implementing the policies of the Corporation as determined by the Chairman and the Board of Directors.  In the event that the Chairman, due to absence or any other cause, shall refuse or be unable at any time to attend to or to perform the duties of Chairman as above prescribed, the President shall perform the duties of the Chairman.  The President may sign, pursuant to Section 6.1 hereof, certificates for shares of stock in the corporation, the issuance of which shall have been duly authorized by the Board of Directors.  The President shall have such other powers and duties as the Board of Directors or the Chairman (if a Chairman shall have been elected) may from time to time determine.

SECTION 4.6.   Vice Presidents.  In the absence of the President, or in the event of the President’s inability or refusal to act, the Vice Presidents, in order of their rank as fixed by the Board of Directors or, if not ranked, the Vice President designated by the Board of Directors or the Chairman (if a Chairman shall have been elected), shall perform all duties of the President and, when so acting, shall have all the powers of, and be subject to all the restrictions upon, the President.  The Vice Presidents shall have such other powers and perform such other duties, not inconsistent with statute, these by-laws, or any action of the Board of Directors, as from time to time may be prescribed for them, respectively, by the Board of Directors or the Chairman (if a Chairman shall have been elected), which may include the execution of deeds, mortgages, bonds, contracts or other instruments of the corporation.  Any Vice President may sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by the Board of Directors.

SECTION 4.7.   Treasurer.  The Treasurer shall:  (a) be responsible to the Board of Directors for the receipt, custody and disbursement of all funds and securities of the corporation; (b) receive and give receipts for funds due and payable to the corporation from any source whatsoever and deposit all such funds in the name of the corporation in such banks, trust companies or other depositories as shall from time to time be selected in accordance with the provisions of Section 5.2 of these by-laws; (c) disburse the funds of the corporation as ordered by the Board of Directors or the Chairman or as otherwise required in the conduct of the business of the corporation; (d) render to the Chairman or the Board of Directors, upon request, an account of all transactions of such officer as Treasurer and of the financial condition of the corporation; and (e) in general, perform all the duties normally incident to the office of Treasurer

5

and such other duties as may from time to time be assigned by the Chairman (if a Chairman shall have been elected), the President, the Board of Directors or these by-laws.  The Treasurer may sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, issuance of which shall have been duly authorized by resolution of the Board of Directors.  The Treasurer may delegate such details of the performance of duties of the office of Treasurer as may be appropriate in the exercise of reasonable care to one or more persons in the place of such officer, but shall not thereby be relieved of responsibility for the performance of such duties.

SECTION 4.8.   Secretary.  The Secretary shall:  (a) keep the minutes of the meetings of the shareholders, the Board of Directors and committees of the Board of Directors in one or more books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (c) have charge of the corporate records and of the seal of the corporation; (d) affix the seal of the corporation or a facsimile thereof, or cause the same to be affixed, to all certificates for shares prior to the issue thereof and to all documents the execution of which on behalf of the corporation under its seal is duly authorized by the Board of Directors or otherwise in accordance with the provisions of these by-laws; (e) keep a register of the post office addresses of each shareholder, director and committee member that shall from time to time be furnished to the Secretary by such shareholder, director or member; (f) sign, pursuant to Section 6.1 hereof, certificates for shares of stock of the corporation, the issuance of which shall have been duly authorized by resolution of the Board of Directors; (g) have general charge of the stock transfer books of the corporation; and (h) in general, perform all duties normally incident to the office of Secretary and such other duties as may from time to time be assigned by the Chairman (if a Chairman shall have been elected), the President or the Board of Directors.  The Secretary may delegate such details of the performance of the duties of the office of Secretary as may be appropriate in the exercise of reasonable care to one or more persons in the place of such officer, but shall not thereby be relieved of responsibility for the performance of such duties.

SECTION 4.9.   Assistant Treasurers and Assistant Secretaries.  The Assistant Treasurers and Assistant Secretaries, if any, shall perform all functions and duties that may be assigned to them by the Treasurer or Secretary, respectively, or by the Chairman (if a Chairman shall have been elected), the President or the Board of Directors.  If authorized by the Treasurer or the Secretary, as the case may be, any Assistant Treasurer or Assistant Secretary may sign, pursuant to Section 6.1 hereof, certificates for shares of the corporation in place of the Treasurer or Secretary, respectively.

SECTION 4.10.   Other Officers.  The Board of Directors may from time to time elect such other officers to perform such duties and responsibilities as it shall describe.

SECTION 4.11.   Salaries.  The compensation of the officers of the corporation shall be fixed from time to time by the Board of Directors or by such officer as it shall designate for such purpose or as it shall otherwise direct.  No officer shall be prevented from receiving a salary or other compensation by reason of the fact that such officer is also a director of the corporation.

6

ARTICLE V
CHECKS AND DEPOSITS

SECTION 5.1.   Checks, Drafts, Etc.  All checks, demands, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers or agent or agents of the corporation, and in such manner, as shall from time to time be authorized by the Board of Directors.

SECTION 5.2.   Deposits.  All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE VI
SHARE RECORDS AND TRANSFERS

SECTION 6.1.   Share Certificates.  Every shareholder shall be entitled to have a certificate in such form as the Board of Directors shall from time to time approve, signed on behalf of the corporation by the President or any elected Vice President, and by the Treasurer or the Secretary (or, if so authorized, any Assistant Treasurer or Assistant Secretary) certifying the number of shares held of record by such shareholder.

SECTION 6.2.   Record Ownership.  A record of the name and address of the holder of each certificate, the number of shares represented thereby, and the date of issue thereof shall be made on the corporation’s books.  The corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof, and shall not be bound to recognize any equitable or other claim to or interest in any share on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise required by the laws of Virginia.

SECTION 6.3.   Lost Certificates.  Any person claiming a share certificate in lieu of one lost, stolen, mutilated or destroyed shall give the corporation an affidavit as to its loss, theft, mutilation or destruction.  Such holder shall also, if required by the Board of Directors, give the corporation a bond, in such form and amount as may be approved by the Board of Directors (or any agent of the corporation to which authority for such approval shall have been delegated by the Board) sufficient to indemnify the corporation against any claim that may be made against it on account of the alleged loss, theft, mutilation or destruction of the certificate or the issuance of a new certificate.

SECTION 6.4.   Transfer of Shares.  Transfer of shares of stock shall be made on the books of the corporation only by direction of the person named in the certificate or such person’s attorney, lawfully constituted in writing, and only upon the surrender for cancellation of the certificate therefor, duly endorsed or accompanied by a written assignment of the shares evidenced thereby.

SECTION 6.5.   Transfer Agent and Registrar.  The corporation may appoint one or more transfer offices or agencies, each in charge of a transfer agent designated by the Board of Directors (who shall have custody, subject to the direction of the Secretary, of the original stock

7

ledger and stock records of the corporation) where the shares of the capital stock of the corporation of any class or series specified in such appointment shall be registered.  The corporation may also appoint one or more registry offices, each in charge of a registrar designated by the Board of Directors, where its stock of any class or series specified in such appointment shall be registered.  Except as otherwise provided by resolution of the Board of Directors with respect to temporary certificates, no certificate for shares of capital stock of the corporation for which a transfer agent or registrar has been appointed shall be valid unless countersigned by such transfer agent and registered by such registrar authorized as aforesaid.

SECTION 6.6.   Restrictions on Transfer.  Any shareholder may enter into an agreement with other shareholders or with the corporation providing for reasonable limitation or restriction on the right of such shareholder to transfer shares of capital stock of the corporation held by such shareholder, including, without limiting the generality of the foregoing, agreements granting to such other shareholders or to the corporation the right to purchase for a given period of time any of such shares.  Any such limitation or restriction on the transfer of shares of this corporation may be set forth on certificates representing shares of capital stock, in which case the corporation or the transfer agent shall not be required to transfer such shares upon the books of the corporation without receipt of satisfactory evidence of compliance with the terms of such limitation or restriction.

ARTICLE VII
GENERAL PROVISIONS

SECTION 7.1.   Fiscal Year.  The fiscal year of the corporation shall end on November 30 of each year.

SECTION 7.2.   Voting of Securities.  Subject to control and direction of the Board of Directors, the Chairman of the Board (if a Chairman shall have been elected) or such other person as the Board of Directors may designate for such purpose either generally or in any particular instance shall have full power and authority, in the name and on behalf of the corporation, to attend, act and vote at any meeting of security holders of any company in which the corporation may hold any securities, or to consent as a security holder to any action proposed to be taken by such company.  At any such meeting, or in connection with any such action, the Chairman of the Board (if a Chairman shall have been elected) or such other person shall possess and may exercise any and all rights and powers incident to the ownership of such securities which, as the holder thereof, the corporation might possess and exercise, and such person may exercise such power and authority through the execution of proxies or written consents or may delegate such power and authority to any other officer, agent or employee of the corporation.

SECTION 7.3.   Amendments to By-Laws.  These by-laws may be altered or repealed by the shareholders or the Board of Directors.

8

ARTICLE VIII
INDEMNIFICATION AND INSURANCE

SECTION 8.1.   Right to Indemnification.  Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the corporation to the fullest extent authorized by the Virginia Statute, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in Section 8.2, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of Directors of the corporation.  The right to indemnification conferred in this Section 8.1 shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Virginia Statute requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under Section 8.2 or otherwise.  The corporation may, by action of its Board of Directors, provide indemnification to employees and agents of the corporation with the same scope and effect as the foregoing indemnification of directors and officers.

SECTION 8.2.   Right of Claimant to Bring Suit.  If a claim under Section 8.1 is not paid in full by the corporation within thirty days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim.  It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that the claimant has not met the standards of conduct which make it permissible under the Virginia Statute for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the

9

corporation.  Neither the failure of the corporation (including its Board of Directors, independent legal counsel, or its shareholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Virginia Statute, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel, or its shareholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

SECTION 8.3.   Non-Exclusivity of Rights.  The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Article VIII shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, by-law, agreement, vote of shareholders or disinterested directors or otherwise.

SECTION 8.4.   Insurance.  The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Virginia Statute.

10

EX-4.1

EXHIBIT 4.1

Execution Copy

SEALY MATTRESS COMPANY

Company

Guarantors Named in Schedule I hereto

and

THE BANK OF NEW YORK TRUST COMPANY, N.A.

Trustee

Indenture

Dated as of April 6, 2004

$390,000,000

8.25% Senior Subordinated Notes due 2014

Sealy Mattress Company*

Reconciliation and tie between Trust Indenture Act
of 1939 and Indenture, dated as of April 6, 2004

Trust Indenture Act Section	Indenture Section
§ 310(a)(1)	608
(a)(2)	608
(b)	609
§ 312(a)	701
§ 312(c)	702
§ 313(a)	703
(a)(4)	1008
(c)(1)	102
(c)(2)	102
(e)	102
§ 315(b)	602
§ 316(a)(last sentence)	101 (“Outstanding”)
(a)(1)(A)	502, 512
(a)(1)(B)	513
(b)	508
(c)	104(d)
§ 317(a)(1)	503
(a)(2)	504
(b)	1003
§ 318(a)	111

*This reconciliation and tie shall not, for any purpose, be deemed to be a part of this Indenture.

i

TABLE OF CONTENTS*

ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
SECTION 101.  Definitions	2
“144A Global Note”	2
“Acquired Indebtedness”	2
“Act”	2
“Additional Notes”	2
“Adjusted Net Assets”	3
“Affiliate”	3
“Affiliate Transaction”	3
“Agent”	3
“Applicable Premium”	3
“Applicable Procedures”	3
“Asset Sale”	3
“Asset Sale Offer”	4
“Bankruptcy Law”	4
“Board of Directors”	4
“Board Resolution”	5
“Broker-Dealer”	5
“Business Day”	5
“Capital Stock”	5
“Capitalized Lease Obligation”	5
“Cash Equivalents”	5
“Change of Control”	6
“Change of Control Offer”	6
“Change of Control Payment”	7
“Change of Control Payment Date”	7
“Commission”	7
“Common Stock”	7
“Company”	7
“Company Request” or “Company Order”	7
“consolidated” or “Consolidated”	7
“Consolidated Depreciation and Amortization Expense”	7
“Consolidated Interest Expense”	7
“Consolidated Net Income”	8
“Contingent Obligations”	9
“Corporate Trust Office”	9

*This table of contents shall not, for any purpose, be deemed to be a part of this Indenture.

ii

“Corporation”	10
“Covenant Defeasance”	10
“Credit Facilities”	10
“Custodian”	10
“Default”	10
“Defaulted Interest”	10
“Definitive Note”	10
“Depositary”	10
“Designated Non-cash Consideration”	10
“Designated Preferred Stock”	11
“Designated Senior Indebtedness”	11
“Disqualified Stock”	11
“Domestic Subsidiary”	11
“EBITDA”	11
“EMU”	12
“Equity Interests”	12
“Equity Offering”	12
“euro”	12
“Event of Default”	13
“Excess Proceeds”	13
“Exchange Act”	13
“Exchange Notes”	13
“Exchange Offer”	13
“Exchange Offer Registration Statement”	13
“Excluded Contribution”	13
“Existing Indebtedness”	13
“Fixed Charge Coverage Ratio”	13
“Fixed Charges”	14
“Foreign Subsidiary”	14
“Funding Guarantor”	14
“GAAP”	15
“Global Note Legend”	15
“Global Notes”	15
“Government Securities”	15
“guarantee”	15
“Guarantee”	15
“Guarantors”	15
“Hedging Obligations”	15
“Historical Adjustments”	16
“Holder”	16
“IAI Global Note”	16
“incur”	16
“incurrence”	17
“Indebtedness”	17
“Indenture”	17
“Independent Financial Advisor”	17

iii

“Indirect Participant”	18
“Initial Notes”	18
“Initial Purchasers”	18
“Interest Payment Date”	18
“Institutional Accredited Investor”	18
“Investment Grade Securities”	18
“Investments”	18
“Issue Date”	19
“Legal Defeasance”	19
“Lien”	19
“Letter of Transmittal”	19
“Management Group”	19
“Maturity”	19
“Moody’s”	19
“Net Income”	19
“Net Proceeds”	19
“Non-payment Default”	20
“Non-U.S. Person”	20
“Note Register” and “Note Registrar”	20
“Notes”	20
“Obligations”	20
“Offering Circular”	20
“Officer”	20
“Officers’ Certificate”	20
“Opinion of Counsel”	21
“Outstanding”	21
“Parent”	21
“Pari Passu Indebtedness”	21
“Participant”	21
“Paying Agent”	22
“Payment Blockage Period”	22
“Payment Default”	22
“Permitted Asset Swap”	22
“Permitted Holders”	22
“Permitted Investments”	22
“Permitted Junior Securities”	24
“Permitted Liens”	24
“Person”	26
“Predecessor Note”	26
“Preferred Stock”	26
“Private Placement Legend”	26
“QIB”	26
“Qualified Proceeds”	26
“Receivables Facility”	26
“Receivables Fees”	26
“Redemption Date”	27

iv

“Redemption Price”	27
“Refinancing Indebtedness”	27
“Refunding Capital Stock”	27
“Registration Rights Agreement”	27
“Regular Record Date”	27
“Regulation S”	27
“Regulation S Global Note”	27
“Related Business Assets”	27
“Representative”	27
“Responsible Officer”	27
“Restricted Global Note”	27
“Restricted Investment”	28
“Restricted Payments”	28
“Restricted Period”	28
“Restricted Subsidiary”	28
“Retired Capital Stock”	28
“Rule 144”	28
“Rule 144A”	28
“Rule 903”	28
“Rule 904”	28
“S&P”	28
“Securities Act”	28
“Senior Credit Facilities”	28
“Senior Indebtedness”	28
“Senior Indebtedness”	29
“Senior Subordinated Indebtedness”	29
“Senior Unsecured Term Loan”	29
“Shelf Registration Statement”	29
“Significant Subsidiary”	29
“Similar Business”	29
“Special Interest”	29
“Special Interest Notice”	30
“Special Record Date”	30
“Stated Maturity”	30
“Subordinated Indebtedness”	30
“Subsidiary”	30
“Subsidiary Guarantee”	30
“Successor Company”	30
“Successor Person”	30
“Total Assets”	31
“Transactions”	31
“Treasury Rate”	31
“Trust Indenture Act” or “TIA”	31
“Trustee”	31
“Unrestricted Global Note”	31
“Unrestricted Subsidiary”	31

v

“U.S. Person”	32
“Vice President”	33
“Voting Stock”	33
“Weighted Average Life to Maturity”	33
“Wholly Owned Restricted Subsidiary”	33
“Wholly Owned Subsidiary”	33
SECTION 102.  Compliance Certificates and Opinions	33
SECTION 103.  Form of Documents Delivered to Trustee	34
SECTION 104.  Acts of Holders	34
SECTION 105.  Notices, Etc., to Trustee, Company, any Guarantor and Agent	35
SECTION 106.  Notice to Holders; Waiver	36
SECTION 107.  Effect of Headings and Table of Contents	36
SECTION 108.  Successors and Assigns	36
SECTION 109.  Separability Clause	36
SECTION 110.  Benefits of Indenture	37
SECTION 111.  Governing Law	37
SECTION 112.  [INTENTIONALLY DELETED]	37
SECTION 113.  Legal Holidays	37
SECTION 114.  No Personal Liability of Directors, Officers, Employees and Stockholders.	37
SECTION 115.  Trust Indenture Act Controls	37
SECTION 116.  Counterparts	38
ARTICLE TWO
NOTE FORMS
SECTION 201.  Forms Generally	38
SECTION 202.  Form of Trustee’s Certificate of Authentication	39
SECTION 203.  Restrictive Legends	39
SECTION 204.  [INTENTIONALLY DELETED]	40
ARTICLE THREE
THE NOTES
SECTION 301.  Title and Terms	41
SECTION 302.  Denominations	42
SECTION 303.  Execution, Authentication, Delivery and Dating	42
SECTION 304.  Temporary Notes.	43
SECTION 305.  Registration, Registration of Transfer and Exchange	44
SECTION 306.  Mutilated, Destroyed, Lost and Stolen Notes	44
SECTION 307.  Payment of Interest; Interest Rights Preserved	45
SECTION 308.  Persons Deemed Owners	46
SECTION 309.  Cancellation	46
SECTION 310.  Computation of Interest	47
SECTION 311.  [INTENTIONALLY DELETED]	47

vi

SECTION 312.  Book-Entry and Transfer Provisions	47
SECTION 313.  [INTENTIONALLY DELETED]	58
SECTION 314.  [INTENTIONALLY DELETED]	58
SECTION 315.  CUSIP Numbers	59
SECTION 316.  Issuance of Additional Notes	59
ARTICLE FOUR
SATISFACTION AND DISCHARGE
SECTION 401.  Satisfaction and Discharge of Indenture	59
SECTION 402.  Application of Trust Money	60
ARTICLE FIVE
REMEDIES
SECTION 501.  Events of Default	61
SECTION 502.  Acceleration of Maturity; Rescission and Annulment	63
SECTION 503.  Collection of Indebtedness and Suits for Enforcement by Trustee	64
SECTION 504.  Trustee May File Proofs of Claim	65
SECTION 505.  Trustee May Enforce Claims Without Possession of Notes	66
SECTION 506.  Application of Money Collected	66
SECTION 507.  Limitation on Suits	66
SECTION 508.  Unconditional Right of Holders to Receive Principal, Premium and Interest	67
SECTION 509.  Restoration of Rights and Remedies	67
SECTION 510.  Rights and Remedies Cumulative	67
SECTION 511.  Delay or Omission Not Waiver	68
SECTION 512.  Control by Holders	68
SECTION 513.  Waiver of Past Defaults	68
SECTION 514.  Waiver of Stay or Extension Laws	69
ARTICLE SIX
THE TRUSTEE
SECTION 601.  Duties of the Trustee	69
SECTION 602.  Notice of Defaults	70
SECTION 603.  Certain Rights of Trustee	70
SECTION 604.  Trustee Not Responsible for Recitals or Issuance of Notes	72
SECTION 605.  May Hold Notes	72
SECTION 606.  Money Held in Trust	72
SECTION 607.  Compensation and Reimbursement	72
SECTION 608.  Corporate Trustee Required; Eligibility	73
SECTION 609.  Resignation and Removal; Appointment of Successor	73
SECTION 610.  Acceptance of Appointment by Successor	75

vii

SECTION 611.  Merger, Conversion, Consolidation or Succession to Business	75
SECTION 612.  Appointment of Authenticating Agent	75
ARTICLE SEVEN
HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY
SECTION 701.  Company to Furnish Trustee Names and Addresses	77
SECTION 702.  Disclosure of Names and Addresses of Holders	77
SECTION 703.  Reports by Trustee	78
ARTICLE EIGHT
MERGER, CONSOLIDATION OR SALE OF ALL OR SUBSTANTIALLY ALL ASSETS
SECTION 801.  Company May Consolidate, Etc., Only on Certain Terms	78
SECTION 802.  Subsidiary Guarantors May Consolidate, Etc., Only on Certain Terms	79
SECTION 803.  Successor Substituted	80
ARTICLE NINE
SUPPLEMENTAL INDENTURES
SECTION 901.  Amendments or Supplements Without Consent of Holders	80
SECTION 902.  Amendments, Supplements or Waivers with Consent of Holders	81
SECTION 903.  Execution of Amendments, Supplements or Waivers	82
SECTION 904.  Effect of Amendments, Supplements or Waivers	82
SECTION 905.  Conformity with Trust Indenture Act	82
SECTION 906.  Reference in Notes to Supplemental Indentures	83
SECTION 907.  Notice of Supplemental Indentures	83
ARTICLE TEN
COVENANTS
SECTION 1001.  Payment of Principal, Premium, if any, and Interest	83
SECTION 1002.  Maintenance of Office or Agency	83
SECTION 1003.  Money for Notes Payments to Be Held in Trust	84
SECTION 1004.  Corporate Existence	85
SECTION 1005.  Payment of Taxes and Other Claims	85
SECTION 1006.  Maintenance of Properties	85
SECTION 1007.  Insurance	85
SECTION 1008.  Statement by Officers as to Default	86
SECTION 1009.  Reports and Other Information	86
SECTION 1010.  Limitation on Restricted Payments	87
SECTION 1011.  Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock	94
SECTION 1012.  Limitation on Liens	99

viii

SECTION 1013.  Limitations on Transactions with Affiliates	100
SECTION 1014.  Limitations on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries	101
SECTION 1015.  Limitation on Guarantees of Indebtedness by Restricted Subsidiaries	103
SECTION 1016.  Limitation on Other Senior Subordinated Indebtedness	105
SECTION 1017.  Change of Control	105
SECTION 1018.  Asset Sales	107
SECTION 1019.  Waiver of Certain Covenants	109
SECTION 1020.  Special Interest Notice.	110
ARTICLE ELEVEN
REDEMPTION OF NOTES
SECTION 1101.  Right of Redemption	110
SECTION 1102.  Applicability of Article	111
SECTION 1103.  Election to Redeem; Notice to Trustee	111
SECTION 1104.  Selection by Trustee of Notes to Be Redeemed	111
SECTION 1105.  Notice of Redemption	112
SECTION 1106.  Deposit of Redemption Price	113
SECTION 1107.  Notes Payable on Redemption Date	113
SECTION 1108.  Notes Redeemed in Part	113
ARTICLE TWELVE
GUARANTEES
SECTION 1201.  Guarantees	113
SECTION 1202.  Severability	115
SECTION 1203.  Restricted Subsidiaries	115
SECTION 1204.  Subordination of Guarantees	116
SECTION 1205.  Limitation of Guarantors’ Liability	116
SECTION 1206.  Contribution	116
SECTION 1207.  Subrogation	116
SECTION 1208.  Reinstatement	117
SECTION 1209.  Release of a Guarantor	117
SECTION 1210.  Benefits Acknowledged	117
ARTICLE THIRTEEN
DEFEASANCE AND COVENANT DEFEASANCE
SECTION 1301.  Company’s Option to Effect Legal Defeasance or Covenant Defeasance	117
SECTION 1302.  Legal Defeasance and Discharge	117
SECTION 1303.  Covenant Defeasance	118
SECTION 1304.  Conditions to Legal Defeasance or Covenant Defeasance	118

ix

SECTION 1305.  Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	120
SECTION 1306.  Reinstatement	121
ARTICLE FOURTEEN
SUBORDINATION OF NOTES
SECTION 1401.  Agreement to Subordinate	121
SECTION 1402.  Liquidation; Dissolution; Bankruptcy.	121
SECTION 1403.  Default on Designated Senior Indebtedness	122
SECTION 1404.  Acceleration of Notes	123
SECTION 1405.  When Distribution Must Be Paid Over	123
SECTION 1406.  Notice by Company	123
SECTION 1407.  Subrogation	124
SECTION 1408.  Relative Rights	124
SECTION 1409.  Subordination May Not Be Impaired by Company	124
SECTION 1410.  Distribution or Notice to Representative	124
SECTION 1411.  Rights of Trustee and Paying Agent	125
SECTION 1412.  Authorization to Effect Subordination	125
SECTION 1413.  Trustee Not Fiduciary for Holders of Senior Indebtedness.	125
EXHIBITS
EXHIBIT A - Form of Note
EXHIBIT B – Form of Certificate of Transfer
EXHIBIT C – Form of Certificate of Exchange
EXHIBIT D – Form of Certificate from Acquiring Institutional Investor
EXHIBIT E – Form of Notation of Guarantee
EXHIBIT F – Form of Supplemental Indenture
EXHIBIT G – Form of Incumbency Certificate

x

INDENTURE, dated as of April 6, 2004 (this “Indenture”), among SEALY MATTRESS COMPANY, an Ohio corporation (the “Company”), having its principal office at One Office Parkway, Trinity, North Carolina 27230, the Company’s parent corporation, SEALY CORPORATION, a Delaware corporation and certain of the Company’s direct and indirect Domestic Subsidiaries, each named in the signature pages hereto (each, a “Guarantor” and, collectively, the “Guarantors”), and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association, Trustee (the “Trustee”).

RECITALS OF THE COMPANY

The Company has duly authorized the creation of an issue of (i) 8.25% Senior Subordinated Notes due 2014 issued on the date hereof (the “Initial Notes”) and (ii) if and when issued pursuant to the Registration Rights Agreement, dated the date hereof, among the Company, the Guarantors and the Purchasers (as defined therein) (the “Registration Rights Agreement”), 8.25% Senior Subordinated Exchange Notes due 2014 issued in an Exchange Offer in exchange for any Initial Notes (the “Exchange Notes”, and collectively with the Initial Notes, the “Notes”), of substantially the tenor and amount hereinafter set forth, and to provide therefor the Company has duly authorized the execution and delivery of this Indenture.

Each Guarantor has duly authorized its Guarantee of the Initial Notes, and if and when issued, the Exchange Notes and to provide therefor each Guarantor has duly authorized the execution and delivery of this Indenture.

Upon the issuance of the Exchange Notes, if any, or the effectiveness of a Shelf Registration Statement, this Indenture shall be subject to the provisions of the Trust Indenture Act of 1939, as amended, that are required to be part of this Indenture and shall, to the extent applicable, be governed by such provisions.

All things necessary have been done to make the Notes, when executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid and legally binding obligations of the Company and to make this Indenture a valid and legally binding agreement of the Company, in accordance with their and its terms.

All things necessary have been done to make the Guarantees, upon execution and delivery of this Indenture, the valid obligations of each Guarantor and to make this Indenture a valid and legally binding agreement of each Guarantor, in accordance with their and its terms.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders, as follows:

ARTICLE ONE

DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION

SECTION 101.  Definitions.

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(a)the terms defined in this Article have the meanings assigned to them in this Article, and include the plural as well as the singular;

(b)all other terms used herein which are defined in the Trust Indenture Act, either directly or by reference therein, have the meanings assigned to them therein, and the terms “cash transaction” and “self-liquidating paper”, as used in TIA Section 311, shall have the meanings assigned to them in the rules of the Commission adopted under the Trust Indenture Act;

(c)all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP (as herein defined); and

(d)the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.

“144A Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that will be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A.

“Acquired Indebtedness” means, with respect to any specified Person,

(1)Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such specified Person, including, without limitation, Indebtedness incurred in connection with, or in contemplation of, such other Person merging with or into or becoming a Restricted Subsidiary of such specified Person, and

(2)Indebtedness secured by a Lien encumbering any asset acquired by such specified Person.

“Act”, when used with respect to any Holder, has the meaning specified in Section 104 of this Indenture.

“Additional Notes” means any Notes issued by the Company pursuant to Section 316.

2

“Adjusted Net Assets” has the meaning specified in Section 1206 of this Indenture.

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control with”), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise.

“Affiliate Transaction” has the meaning specified in Section 1013 of this Indenture.

“Agent” means any Note Registrar, co-registrar, Paying Agent or additional paying agent.

“Applicable Premium” means, with respect to any Note on any Redemption Date, the greater of:

(1) 1.0% of the principal amount of the Note; or

(2) the excess, if any, of:

(a) the present value at such redemption date of (i) the redemption price of the Note at June 15, 2009 (such redemption price being set forth in the table appearing in Section 1101), plus (ii) all required interest payments due on the Note through June 15, 2009 (excluding accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the Treasury Rate as of such Redemption Date plus 50 basis points; over

(b) the principal amount of the Note.

“Applicable Procedures” means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange.

“Asset Sale” means:

(1)the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or assets (including by way of a sale and leaseback) of the Company or any Restricted Subsidiary (each referred to in this definition as a “disposition”), or

(2)the issuance or sale of Equity Interests of any Restricted Subsidiary, whether in a single transaction or a series of related transactions, in each case, other than:

3

(a)a disposition of Cash Equivalents or Investment Grade Securities or obsolete or worn out equipment in the ordinary course of business or inventory or goods held for sale in the ordinary course of business;

(b)the disposition of all or substantially all of the assets of the Company in a manner permitted pursuant to Article Eight or any disposition that constitutes a Change of Control pursuant to this Indenture;

(c)the making of any Restricted Payment or Permitted Investment that is permitted to be made, and is made, under Section 1010;

(d)any disposition of assets or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value of less than $2.5 million;

(e)any disposition of property or assets or issuance of securities by a Restricted Subsidiary to the Company or by the Company or a Restricted Subsidiary to a Restricted Subsidiary;

(f)to the extent allowable under Section 1031 of the Internal Revenue Code of 1986, any exchange of like property (excluding any boot thereon) for use in a Similar Business;

(g)the lease, assignment or sub-lease of any real or personal property in the ordinary course of business;

(h)any sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary (with the exception of Investments in Unrestricted Subsidiaries acquired pursuant to clause (j) of the definition of Permitted Investments);

(i)foreclosures on assets;

(j)sales of accounts receivable, or participations therein, in connection with any Receivables Facility; and

(k)any financing transaction with respect to property built or acquired by the Company or any Restricted Subsidiary after the Issue Date, including, without limitation, sale leasebacks and asset securitizations permitted by this Indenture.

“Asset Sale Offer” has the meaning specified in Section 1018 of this Indenture.

“Bankruptcy Law” means Title 11, United States Bankruptcy Code of 1978, as amended, or any similar United States federal or state law relating to bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization or relief of debtors or any amendment to, succession to or change in any such law.

“Board of Directors” means, with respect to any Person, either the board of directors of such Person or any duly authorized committee of such board.

4

“Board Resolution” means, with respect to any Person, a copy of a resolution certified by the Secretary or an Assistant Secretary of such Person to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and, if required by this Indenture, delivered to the Trustee.

“Broker-Dealer” has the meaning set forth in the Registration Rights Agreement.

“Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in The City of New York are authorized or obligated by law, regulation or executive order to close.

“Capital Stock” means:

(1)in the case of a corporation, corporate stock,

(2)in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock,

(3)in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited), and

(4)any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“Capitalized Lease Obligation” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP.

“Cash Equivalents” means:

(1)United States dollars,

(2)pounds sterling,

(3)(a) euro, or any national currency of any participating member state in the European Union or (b) in the case of any Foreign Subsidiary that is a Restricted Subsidiary, such local currencies held by them from time to time in the ordinary course of business,

(4)securities issued or directly and fully and unconditionally guaranteed or insured by the United States government or any agency or instrumentality thereof the securities of which are unconditionally guaranteed as a full faith and credit obligation of such government with maturities of 24 months or less from the date of acquisition,

(5)certificates of deposit, time deposits and eurodollar time deposits with maturities of one year or less from the date of acquisition, bankers’ acceptances with

5

maturities not exceeding one year and overnight bank deposits, in each case with any commercial bank having capital and surplus in excess of $500.0 million,

(6)repurchase obligations for underlying securities of the types described in clauses (4) and (5) above, entered into with any financial institution meeting the qualifications specified in clause (5) above,

(7)commercial paper rated at least P-1 by Moody’s or at least A-1 by S&P and in each case maturing within 12 months after the date of creation thereof,

(8)investment funds investing 95% of their assets in securities of the types described in clauses (1) through (7) above,

(9)readily marketable direct obligations issued by any state of the United States of America or any political subdivision thereof having one of the two highest rating categories obtainable from either Moody’s or S&P with maturities of 24 months or less from the date of acquisition, and

(10)Indebtedness or preferred stock issued by Persons with a rating of “A” or higher from S&P or “A2” or higher from Moody’s with maturities of 12 months or less from the date of acquisition.

Notwithstanding the foregoing, Cash Equivalents shall include amounts denominated in currencies other than those set forth in clauses (1) through (3) above, provided that such amounts are converted into any currency listed in clauses (1) through (3) above, as promptly as practicable and in any event within ten Business Days following the receipt of such amounts.

“Change of Control” means the occurrence of any of the following:

(1)the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any Person other than a Permitted Holder; or

(2)the Company becomes aware of (by way of a report or any other filing pursuant Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision), including any group acting for the purpose of acquiring, holding or disposing of securities (within the meaning of Rule 13d-5(b)(1) under the Exchange Act), other than the Permitted Holders, in a single transaction or in a related series of transactions, by way of merger, consolidation or other business combination or purchase of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more of the total voting power of the Voting Stock of the Parent or any of its direct or indirect parent corporations.

“Change of Control Offer” has the meaning specified in Section 1017 of this Indenture.

6

“Change of Control Payment” has the meaning specified in Section 1017 of this Indenture.

“Change of Control Payment Date” has the meaning specified in Section 1017 of this Indenture.

“Commission” means the Securities and Exchange Commission, as from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this Indenture such Commission is not existing and performing the duties now assigned to it under the Trust Indenture Act, then the body performing such duties at such time.

“Common Stock” means, with respect to any Person, any and all shares, interests, participations and other equivalents (however designated, whether voting or non-voting) of such Person’s common stock, whether now outstanding or issued after the date of this Indenture, and includes, without limitation, all series and classes of such common stock.

“Company” means the Person named as the “Company” in the first paragraph of this Indenture, until a successor Person shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Company” shall mean such successor Person.

“Company Request” or “Company Order” means a written request or order signed in the name of the Company by its Chairman, its President, any Vice President, its Treasurer or an Assistant Treasurer, and delivered to the Trustee.

“consolidated” or “Consolidated” means, with respect to any Person, such Person consolidated with its Restricted Subsidiaries, and shall not include any Unrestricted Subsidiary.

“Consolidated Depreciation and Amortization Expense” means with respect to any Person for any period, the total amount of depreciation and amortization expense, including the amortization of deferred financing fees, and other non-cash charges, excluding any non-cash item that represents an accrual or reserve for a cash expenditure for a future period, of such Person and its Restricted Subsidiaries for such period on a consolidated basis and otherwise determined in accordance with GAAP.

“Consolidated Interest Expense” means, with respect to any Person for any period, the sum, without duplication, of:

(a)consolidated interest expense of such Person and its Restricted Subsidiaries for such period, to the extent such expense was deducted in computing Consolidated Net Income (including amortization of original issue discount resulting from the issuance of Indebtedness at less than par, non-cash interest payments (but excluding any non-cash interest expense attributable to the movement in the mark to market valuation of Hedging Obligations or other derivative instruments pursuant to Financial Accounting Standards Board Statement No.133 ”Accounting for Derivative Instruments and Hedging Activities”), the interest component of Capitalized Lease Obligations and net payments, if any, pursuant to interest rate Hedging Obligations, and excluding amortization of deferred financing fees and any expensing of bridge or other financing fees), and

7

(b)consolidated capitalized interest of such Person and its Restricted Subsidiaries for such period, whether paid or accrued less

(c)interest income for such period.

“Consolidated Net Income” means, with respect to any Person for any period, the aggregate of the Net Income, of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, and otherwise determined in accordance with GAAP; provided, however, that:

(1)any net after-tax extraordinary, non-recurring or unusual gains or losses (less all fees and expenses relating thereto) or expenses (including, without limitation, relating to severance, relocation, new product introductions and the Transactions) shall be excluded,

(2)the Net Income for such period shall not include the cumulative effect of a change in accounting principles during such period,

(3)any net after-tax income (loss) from disposed or discontinued operations and any net after-tax gains or losses on disposal of disposed or discontinued operations shall be excluded,

(4)any net after-tax gains or losses (less all fees and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business, as determined in good faith by the Board of Directors of the Company, shall be excluded,

(5)the Net Income for such period of any Person that is not a Subsidiary, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be excluded; provided that Consolidated Net Income of the Company shall be increased by the amount of dividends or distributions or other payments that are actually paid in cash (or to the extent converted into cash) to the referent Person or a Restricted Subsidiary thereof in respect of such period,

(6)solely for the purpose of determining the amount available for Restricted Payments under Section 1010(a)(4)(c), the Net Income for such period of any Restricted Subsidiary (other than any Guarantor) shall be excluded if the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is not at the date of determination wholly permitted without any prior governmental approval (which has not been obtained) or, directly or indirectly, by the operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to such Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or in similar distributions has been legally waived, provided that Consolidated Net Income of the Company shall be increased by the amount of dividends or other distributions or other payments actually paid in cash (or to the extent converted into cash) to the Company or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein,

8

(7)any increase in amortization or depreciation or other non-cash charges resulting from the application of purchase accounting in relation to the Transactions or any acquisition that is consummated after the Issue Date, net of taxes, shall be excluded,

(8)any net after-tax income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded,

(9)any impairment charge or asset write-off pursuant to Financial Accounting Standards Board Statement No. 142 and No. 144 and the amortization of intangibles arising pursuant to No. 141 shall be excluded, and

(10)any non-cash compensation expense recorded from grants of stock appreciation or similar rights, stock options or other rights to officers, directors or employees shall be excluded.

Notwithstanding the foregoing, for the purpose of Section 1010 only (other than clause (a)(4)(C)(4) thereof), there shall be excluded from Consolidated Net Income any income arising from any sale or other disposition of Restricted Investments made by the Company and the Restricted Subsidiaries, any repurchases and redemptions of Restricted Investments from the Company and the Restricted Subsidiaries, any repayments of loans and advances which constitute Restricted Investments by the Company or any Restricted Subsidiary, any sale of the stock of an Unrestricted Subsidiary or any distribution or dividend from an Unrestricted Subsidiary, in each case only to the extent such amounts increase the amount of Restricted Payments permitted under such covenant pursuant to clause (a)(4)(C)(4) thereof.

“Contingent Obligations” means, with respect to any Person, any obligation of such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation, any obligation of such Person, whether or not contingent,

(1)to purchase any such primary obligation or any property constituting direct or indirect security therefor,

(2)to advance or supply funds:

(A)for the purchase or payment of any such primary obligation, or

(B)to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, or

(3)to purchase property, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation against loss in respect thereof.

“Corporate Trust Office” means the principal corporate trust office of the Trustee, at which at any particular time its corporate trust business shall be administered, which office at the date of execution of this Indenture is located at The Bank of New York Trust Company,

9

N.A., 10161 Centurion Parkway, Jacksonville, Florida 32256, except that with respect to presentation of the Notes for payment or for registration of transfer or exchange, such term shall mean the office or agency of the Trustee at which, at any particular time, its corporate agency business shall be conducted.

“Corporation” includes corporations, associations, companies and business trusts.

“Covenant Defeasance” has the meaning specified in Section 1303 of this Indenture.

“Credit Facilities” means, with respect to the Company, one or more debt facilities, including, without limitation, the Senior Credit Facilities and the Senior Unsecured Term Loan, or commercial paper facilities with banks or other institutional lenders or investors or indentures providing for revolving credit loans, term loans, receivables financing, including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against receivables, letters of credit or other long-term indebtedness, including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity therof.

“Custodian” means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto.

“Default” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“Defaulted Interest” has the meaning specified in Section 307 of this Indenture.

“Definitive Note” means a certificated Note registered in the name of the Holder thereof and issued in accordance with Section 312 hereof, substantially in the form of Exhibit A hereto except that such Note shall not bear the Global Note Legend and shall not have the “Schedule of Exchanges of Interests in the Global Note” attached thereto.

“Depositary” means The Depository Trust Company, its nominees and their respective successors.

“Designated Non-cash Consideration” means the fair market value of non-cash consideration received by the Company or a Restricted Subsidiary in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officers’ Certificate, setting forth the basis of such valuation, executed by an executive vice president and the principal financial officer of the Company, less the amount of cash or Cash Equivalents received in connection with a subsequent sale of such Designated Non-cash Consideration.

10

“Designated Preferred Stock” means preferred stock of the Company or any parent corporation thereof (in each case other than Disqualified Stock) that is issued for cash (other than to a Restricted Subsidiary) and is so designated as Designated Preferred Stock, pursuant to an Officers’ Certificate executed by an executive vice president and the principal financial officer of the Company or the applicable parent corporation thereof, as the case may be, on the issuance date thereof, the cash proceeds of which are excluded from the calculation set forth in clause (a)(4)(C) of Section 1010.

“Designated Senior Indebtedness” means:

(1)any Indebtedness outstanding under the Senior Credit Facilities; and

(2)any other Senior Indebtedness permitted under this Indenture, the principal amount of which is $25.0 million or more and that has been designated by the Company as “Designated Senior Indebtedness.”

“Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms of any security into which it is convertible or for which it is putable or exchangeable, or upon the happening of any event, matures or is mandatorily redeemable, other than as a result of a change of control or asset sale, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, other than as a result of a change of control or asset sale, in whole or in part, in each case prior to the date 91 days after the earlier of the maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that if such Capital Stock is issued to any plan for the benefit of employees of the Company or its Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Company or its Subsidiaries in order to satisfy applicable statutory or regulatory obligations.

“Domestic Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person other than a Foreign Subsidiary.

“EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period plus:

(a)provision for taxes based on income or profits, plus franchise or similar taxes, of such Person for such period deducted in computing Consolidated Net Income, plus

(b)Consolidated Interest Expense of such Person for such period to the extent the same was deducted in calculating such Consolidated Net Income, plus

(c)Consolidated Depreciation and Amortization Expense of such Person for such period to the extent such depreciation and amortization were deducted in computing Consolidated Net Income, plus

(d)any expenses or charges related to any Equity Offering, Permitted Investment, acquisition, disposition, recapitalization or Indebtedness permitted to be incurred by this Indenture (whether or not successful), including such fees, expenses or charges related to

11

the offering of the Notes and the Credit Facilities, and deducted in computing Consolidated Net Income, plus

(e)the amount of any restructuring charge deducted in such period in computing Consolidated Net Income, including any one-time costs incurred in connection with acquisitions after the Issue Date, plus

(f)without duplication, any other non-cash charges reducing Consolidated Net Income for such period, excluding any such charge that represents an accrual or reserve for a cash expenditure for a future period, plus

(g)the amount of any minority interest expense deducted in calculating Consolidated Net Income (less the amount of any cash dividends paid to the holders of such minority interests), plus

(h)any net gain or loss resulting from currency exchange risk Hedging Obligations, plus

(i)the amount of management, monitoring, consulting and advisory fees and related expenses paid to Bain Capital, LLC or Kohlberg Kravis Roberts & Co., L.P. or any of their respective affiliates, plus

(j)expenses related to the implementation of enterprise resource planning systems, plus

(k)without duplication, the Historical Adjustments, less

(l)non-cash items increasing Consolidated Net Income of such Person for such period, excluding any items which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period.

“EMU” means economic and monetary union as contemplated in the Treaty on European Union.

“Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any debt security that is convertible into, or exchangeable for, Capital Stock.

“Equity Offering” means any public or private sale of Common Stock or preferred stock of the Company or any of its direct or indirect parent corporations (excluding Disqualified Stock), other than

(1)public offerings with respect to the Company’s or any direct or indirect parent corporation’s Common Stock registered on Form S-8 and

(2)any such public or private sale that constitutes an Excluded Contribution.

“euro” means the single currency of participating member states of the EMU.

12

“Event of Default” has the meaning specified in Section 501 of this Indenture.

“Excess Proceeds” has the meaning specified in Section 1018 of this Indenture.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.

“Exchange Notes” has the meaning specified in the first recital of this Indenture.  Unless the context otherwise requires, all references to the Exchange Notes shall include 8.25% Senior Subordinated Exchange Notes due 2014 issued in exchange for any Additional Notes.

“Exchange Offer” means the Exchange Offer as defined in the Registration Rights Agreement.

“Exchange Offer Registration Statement” means the Exchange Offer Registration Statement as defined in the Registration Rights Agreement.

“Excluded Contribution” means net cash proceeds, marketable securities or Qualified Proceeds received by the Company from:

(a)contributions to its common equity capital, and

(b)the sale (other than to a Subsidiary of the Company or to any management equity plan or stock option plan or any other management or employee benefit plan or agreement of the Company) of Capital Stock (other than Disqualified Stock and Designated Preferred Stock) of the Company,

in each case designated as Excluded Contributions pursuant to an Officers’ Certificate executed by an executive vice president and the principal financial officer of the Company on the date such capital contributions are made or the date such Equity Interests are sold, as the case may be, which are excluded from the calculation set forth in Section 1010(a)(4)(C).

“Existing Indebtedness” means Indebtedness of the Company or the Restricted Subsidiaries in existence on the Issue Date, plus interest accruing thereon.

“Fixed Charge Coverage Ratio” means, with respect to any Person for any period, the ratio of EBITDA of such Person for such period to the Fixed Charges of such Person for such period. In the event that the Company or any Restricted Subsidiary incurs, assumes, guarantees or redeems any Indebtedness or issues or redeems Disqualified Stock or preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to the event for which the calculation of the Fixed Charge Coverage Ratio is made (the “Calculation Date”), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee or redemption of Indebtedness, or such issuance or redemption of Disqualified Stock or preferred stock, as if the same had occurred at the beginning of the applicable four-quarter period.

For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, consolidations and disposed operations (as determined in

13

accordance with GAAP) that have been made by such Person or any Restricted Subsidiary thereof during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations and disposed operations (and the change in any associated fixed charge obligations and the change in EBITDA resulting therefrom) had occurred on the first day of the four-quarter reference period.  If since the beginning of such period any other Person (that subsequently became a Restricted Subsidiary or was merged with or into such Person or any Restricted Subsidiary thereof since the beginning of such period) shall have made any Investment, acquisition, disposition, merger, consolidation or disposed operation that would have required adjustment pursuant to this definition, then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Investment, acquisition, disposition, merger, consolidation or disposed operation had occurred at the beginning of the applicable four-quarter period.

For purposes of this definition, whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Company. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the Calculation Date had been the applicable rate for the entire period (taking into account any Hedging Obligations applicable to such Indebtedness). Interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by a responsible financial or accounting officer of the Company to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP. For purposes of making the computation referred to above, interest on any Indebtedness under a revolving credit facility computed on a pro forma basis shall be computed based upon the average daily balance of such Indebtedness during the applicable period. Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rate, shall be deemed to have been based upon the rate actually chosen, or, if none, then based upon such optional rate chosen as the Company may designate.

“Fixed Charges” means, with respect to any Person for any period, the sum of

(a)Consolidated Interest Expense of such Person for such period,

(b)all cash dividend payments (excluding items eliminated in consolidation) on any series of preferred stock (including any Designated Preferred Stock) or any Refunding Capital Stock of such Person, and

(c)all cash dividend payments (excluding items eliminated in consolidation) on any series of Disqualified Stock.

“Foreign Subsidiary” means, with respect to any Person, any Restricted Subsidiary of such Person that is not organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof.

“Funding Guarantor” has the meaning specified in Section 1206 of this Indenture.

14

“GAAP” means generally accepted accounting principles in the United States which are in effect on the Issue Date.

“Global Note Legend” means the legend set forth in Section 203 hereof, which is required to be placed on all Global Notes issued under this Indenture.

“Global Notes” means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes deposited with or on behalf of and registered in the name of the Depository or its nominee, substantially in the form of Exhibit A hereto and that bears the Global Note Legend and that has the “Schedule of Exchanges of Interests in the Global Note” attached thereto, issued in accordance with Section 201, 312(b)(3), 312(b)(4), 312(d)(2) or 312(f) hereof.

“Government Securities” means securities that are:

(a)direct obligations of the United States of America for the timely payment of which its full faith and credit is pledged, or

(b)obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America,

which, in either case, are not callable or redeemable at the option of the issuers thereof, and shall also include a depository receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act), as custodian with respect to any such Government Securities or a specific payment of principal of or interest on any such Government Securities held by such custodian for the account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

“guarantee” means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary course of business), direct or indirect, in any manner (including, without limitation, letters of credit and reimbursement agreements in respect thereof), of all or any part of any Indebtedness or other obligations.

“Guarantee” means the guarantee by any Guarantor of the Company’s obligations under this Indenture.

“Guarantors” means the Parent and all Restricted Subsidiaries that are Domestic Subsidiaries as of the Issue Date and any other Subsidiary of the Company that executes a supplemental indenture to this Indenture providing for a guarantee of payment of the Notes.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under:

15

(1)currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency exchange, interest rate or commodity collar agreements and

(2)other agreements or arrangements designed to protect such Person against fluctuations in currency exchange, interest rates or commodity prices.

“Historical Adjustments” means with respect to any Person, without duplication, the following items to the extent incurred prior to the Issue Date:

(1)costs and expenses associated with the introduction of new products (as determined by management of the Company),

(2)management fees incurred by the Company relating to Bain Capital Management,

(3)consulting fees incurred by the Company relating to Bain Consulting,

(4)charges associated with changes in estimates related to workers compensation and vacation pay reserves,

(5)facilities rationalization and closed facilities expenses,

(6)non-cash charges associated with: (i) write-offs and impairments related to affiliates, (ii) deferred debt and derivative costs and (iii) stock-based compensation,

(7)unusual relocation costs (as determined by management of the Company),

(8)accounts receivable process improvement costs, and

(9)other unusual gains or expenses (as determined by management of the Company) consisting of: (i) consulting expenses incurred in connection with establishment of a financial subsidiary, (ii) changes in preference claim reserves, (iii) severance expenses associated with former employees, (iv) exclusion of gains associated with affiliate notes receivable, (v) cancellation of a management consulting contract, (vi) interest income and (vii) write-off of accounts receivable associated with Homelife.

“Holder” means a holder of Notes.

“IAI Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee that will initially be issued in a denomination equal to the outstanding principal amount of the Notes sold to Institutional Accredited Investors.

“incur” has the meaning specified in Section 1011 of this Indenture.

16

“incurrence” has the meaning specified in Section 1011 of this Indenture.

“Indebtedness” means, with respect to any Person,

(a)any indebtedness (including principal and premium) of such Person, whether or not contingent:

(1)in respect of borrowed money;

(2)evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without double counting, reimbursement agreements in respect thereof);

(3)representing the balance deferred and unpaid of the purchase price of any property (including Capitalized Lease Obligations), except any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business; or

(4)representing any Hedging Obligations,

if and to the extent that any of the foregoing Indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP;

(b)to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on the Indebtedness of another Person, other than by endorsement of negotiable instruments for collection in the ordinary course of business; and

(c)to the extent not otherwise included, Indebtedness of another Person secured by a Lien on any asset owned by such Person, whether or not such Indebtedness is assumed by such Person;

provided, however, that Contingent Obligations incurred in the ordinary course of business shall be deemed not to constitute Indebtedness; and obligations under or in respect of Receivables Facilities shall not be deemed to constitute Indebtedness.

“Indenture” means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this Indenture and any such supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be part of and govern this instrument and any such supplemental indenture, respectively.

“Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant to Persons engaged in Similar Businesses of nationally recognized standing that is, in the good faith judgment of the Company, qualified to perform the task for which it has been engaged.

17

“Indirect Participant” means a Person who holds a beneficial interest in a Global Note through a Participant.

“Initial Notes” has the meaning stated in the first recital of this Indenture.

“Initial Purchasers” means Goldman, Sachs & Co., J.P. Morgan Securities Inc., RBC Capital Markets Corporation and ING Financial Markets LLC.

“Interest Payment Date” means the Stated Maturity of an installment of interest on the Notes.

“Institutional Accredited Investor” means an institution that is an “accredited investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, who are not also QIBs.

“Investment Grade Securities” means:

(1)securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (other than Cash Equivalents),

(2)debt securities or debt instruments with a rating of BBB- or higher by S&P or Baa3 or higher by Moody’s or the equivalent of such rating by such rating organization, or, if no rating of S&P or Moody’s then exists, the equivalent of such rating by any other nationally recognized securities rating agency, but excluding any debt securities or instruments constituting loans or advances among the Company and its Subsidiaries,

(3)investments in any fund that invests exclusively in investments of the type described in clauses (1) and (2) above, which fund may also hold immaterial amounts of cash pending investment and/or distribution, and

(4)corresponding instruments in countries other than the United States customarily utilized for high quality investments.

“Investments” means, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of loans (including guarantees), advances or capital contributions (excluding accounts receivable, trade credit, advances to customers, commission, travel and similar advances to officers and employees, in each case made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities issued by any other Person and investments that are required by GAAP to be classified on the balance sheet (excluding the footnotes) of the Company in the same manner as the other investments included in this definition to the extent such transactions involve the transfer of cash or other property. For purposes of the definition of “Unrestricted Subsidiary” and Section 1010,

(1)“Investments” shall include the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of a Subsidiary of the Company at the time that such Subsidiary is designated an Unrestricted Subsidiary; provided, however, that upon a redesignation of such Subsidiary as a Restricted Subsidiary,

18

the Company shall be deemed to continue to have a permanent “Investment” in an Unrestricted Subsidiary in an amount (if positive) equal to:

(x)the Company’s “Investment” in such Subsidiary at the time of such redesignation less

(y)the portion (proportionate to the Company’s equity interest in such Subsidiary) of the fair market value of the net assets of such Subsidiary at the time of such redesignation; and

(2)any property transferred to or from an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, in each case as determined in good faith by the Company.

“Issue Date” means April 6, 2004.

“Legal Defeasance” has the meaning specified in Section 1302 of this Indenture.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction; provided that in no event shall an operating lease be deemed to constitute a Lien.

“Letter of Transmittal” means the letter of transmittal to be prepared by the Company and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer.

“Management Group” means at any time, the Chairman of the Board, any President, any Executive Vice President or Vice President, any Managing Director, any Treasurer and any Secretary or other executive officer of any of the Parent, the Company or any Subsidiary of any such company at such time.

“Maturity”, when used with respect to any Note, means the date on which the principal of such Note or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, notice of redemption or otherwise.

“Moody’s” means Moody’s Investors Service, Inc.

“Net Income” means, with respect to any Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends.

“Net Proceeds” means the aggregate cash proceeds received by the Company or any Restricted Subsidiary in respect of any Asset Sale, including, without limitation, any cash

19

received upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale and the sale or disposition of such Designated Non-cash Consideration, including, without limitation, legal, accounting and investment banking fees, and brokerage and sales commissions, any relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and interest on Senior Indebtedness required (other than required by Section 1018(b)(1)) to be paid as a result of such transaction and any deduction of appropriate amounts to be provided by the Company as a reserve in accordance with GAAP against any liabilities associated with the asset disposed of in such transaction and retained by the Company after such sale or other disposition thereof, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction.

“Non-payment Default” has the meaning specified in Section 1403 of this Indenture.

“Non-U.S. Person” means a Person who is not a U.S. Person.

“Note Register” and “Note Registrar” have the respective meanings specified in Section 305.

“Notes” has the meaning stated in the first recital of this Indenture and more particularly means any Notes authenticated and delivered under this Indenture.  The Initial Notes and the Additional Notes shall be treated as a single class for all purposes of this Indenture, and unless the context otherwise requires, all references to the Notes shall include the Initial Notes, any Additional Notes and the Exchange Notes issued in exchange for the Initial Notes and any Additional Notes.

“Obligations” means any principal, interest, penalties, fees, indemnifications, reimbursements (including, without limitation, reimbursement obligations with respect to letters of credit and banker’s acceptances), damages and other liabilities, and guarantees of payment of such principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing any Indebtedness.

“Offering Circular” means the Offering Circular dated March 30, 2004 relating to the Notes.

“Officer” means the Chairman of the Board of Directors, the Chief Executive Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Company.

“Officers’ Certificate” means a certificate signed on behalf of the Company by two Officers of the Company, one of whom must be the principal executive officer, the principal financial officer, or the principal accounting officer of the Company that meets the requirements set forth in this Indenture.

20

“Opinion of Counsel” means, with respect to any Person, a written opinion from legal counsel who is reasonably acceptable to the Trustee. The counsel may be counsel for such Person, including an employee of such Person.

“Outstanding”, when used with respect to Notes, means, as of the date of determination, all Notes theretofore authenticated and delivered under this Indenture, except:

(i)Notes theretofore cancelled by the Trustee or delivered to the Trustee for cancellation;

(ii)Notes, or portions thereof, for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) in trust or set aside and segregated in trust by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Notes; provided that, if such Notes are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefor satisfactory to the Trustee has been made;

(iii)Notes, except to the extent provided in Sections 1302 and 1303, with respect to which the Company has effected Legal Defeasance and/or Covenant Defeasance as provided in Article Thirteen; and

(iv)Notes which have been paid pursuant to Section 306 or in exchange for or in lieu of which other Notes have been authenticated and delivered pursuant to this Indenture, other than any such Notes in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Notes are held by a bona fide purchaser in whose hands the Notes are valid obligations of the Company;

provided, however, that in determining whether the Holders of the requisite principal amount of Outstanding Notes have given any request, demand, authorization, direction, consent, notice or waiver hereunder, and for the purpose of making the calculations required by TIA Section 313, Notes owned by the Company or any other obligor upon the Notes or any Affiliate of the Company or such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in making such calculation or in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes which a Responsible Officer of the Trustee actually knows to be so owned shall be so disregarded.

“Parent” means Sealy Corporation.

“Pari Passu Indebtedness” means any indebtedness of the Company which ranks pari passu in right of payment to the Notes.

“Participant” means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).

21

“Paying Agent” means any Person (including the Company acting as Paying Agent) authorized by the Company to pay the principal of (and premium, if any) or interest on any Notes on behalf of the Company.

“Payment Blockage Period” has the meaning specified in Section 1403 of this Indenture.

“Payment Default” has the meaning specified in Section 1403 of this Indenture.

“Permitted Asset Swap” means the concurrent purchase and sale or exchange of Related Business Assets or a combination of Related Business Assets and cash or Cash Equivalents between the Company or any of its Restricted Subsidiaries and another Person; provided, that any cash or Cash Equivalents received must be applied in accordance with Section 1018.

“Permitted Holders” means Kohlberg Kravis Roberts & Co. L.P., its Affiliates and the Management Group.

“Permitted Investments” means:

(a)any Investment in the Company or any Restricted Subsidiary;

(b)any Investment in cash and Cash Equivalents or Investment Grade Securities;

(c)any Investment by the Company or any Restricted Subsidiary of the Company in a Person that is engaged in a Similar Business if as a result of such Investment;

(1)such Person becomes a Restricted Subsidiary, or

(2)such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary;

(d)any Investment in securities or other assets not constituting cash or Cash Equivalents and received in connection with an Asset Sale made pursuant to Section 1018, or any other disposition of assets not constituting an Asset Sale;

(e)any Investment existing on the Issue Date;

(f)advances to employees not in excess of $10.0 million outstanding at any one time, in the aggregate;

(g)any Investment acquired by the Company or any Restricted Subsidiary

22

(1)in exchange for any other Investment or accounts receivable held by the Company or any such Restricted Subsidiary in connection with or as a result of a bankruptcy, workout, reorganization or recapitalization of the Company of such other Investment or accounts receivable or

(2)as a result of a foreclosure by the Company or any Restricted Subsidiary with respect to any secured Investment or other transfer of title with respect to any secured Investment in default;

(h)Hedging Obligations permitted under Section 1011(b)(11);

(i)loans and advances to officers, directors and employees for business-related travel expenses, moving expenses and other similar expenses, in each case incurred in the ordinary course of business;

(j)any Investment in a Similar Business having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (j) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash and/or marketable securities), not to exceed the greater of (x) $60.0 million and (y) 6.0% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

(k)Investments the payment for which consists of Equity Interests of the Company, or any of its direct or indirect parent corporations (exclusive of Disqualified Stock); provided, however, that such Equity Interests shall not increase the amount available for Restricted Payments under Section 1010(a)(C);

(l)guarantees of Indebtedness permitted under Section 1011;

(m)any transaction to the extent it constitutes an investment that is permitted and made in accordance with Section 1013(b) (except transactions described in clauses (2), (6), (7) and (11) thereof);

(n)Investments consisting of purchases and acquisitions of inventory, supplies, material or equipment or the licensing or contribution of intellectual property pursuant to joint marketing arrangements with other Persons;

(o)additional Investments having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (o) that are at that time outstanding (without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash and/or marketable securities), not to exceed the greater of (x) $35.0 million and (y) 3.5% of Total Assets at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); and

(p)Investments relating to any special purpose wholly-owned subsidiary of the Company organized in connection with a Receivables Facility that, in the good faith

23

determination of the Board of Directors of the Company, are necessary or advisable to effect such Receivables Facility.

“Permitted Junior Securities”

(1)Equity Interests in the Company, any Guarantor or any direct or indirect parent of the Company; or

(2)debt securities that are subordinated to all Senior Indebtedness (and any debt securities issued in exchange for Senior Indebtedness) to substantially the same extent as, or to a greater extent than, the Notes and the Subsidiary Guarantees are subordinated to Senior Indebtedness under this Indenture;

provided that the term “Permitted Junior Securities” shall not include any securities distributed pursuant to a plan of reorganization if the Indebtedness under the Senior Credit Facilities is treated as part of the same class as the Notes for purposes of such plan of reorganization.

“Permitted Liens” means, with respect to any Person:

(1)pledges or deposits by such Person under workmen’s compensation laws, unemployment insurance laws or similar legislation, or good faith deposits in connection with bids, tenders, contracts (other than for the payment of Indebtedness) or leases to which such Person is a party, or deposits to secure public or statutory obligations of such Person or deposits of cash or U.S. government bonds to secure surety or appeal bonds to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, in each case incurred in the ordinary course of business;

(2)Liens imposed by law, such as carriers’, warehousemen’s and mechanics’ Liens, in each case for sums not yet due or being contested in good faith by appropriate proceedings or other Liens arising out of judgments or awards against such Person with respect to which such Person shall then be proceeding with an appeal or other proceedings for review;

(3)Liens for taxes, assessments or other governmental charges not yet due or payable or subject to penalties for nonpayment or which are being contested in good faith by appropriate proceedings;

(4)Liens in favor of issuers of performance and surety bonds or bid bonds or with respect to other regulatory requirements or letters of credit issued pursuant to the request of and for the account of such Person in the ordinary course of its business;

(5)minor survey exceptions, minor encumbrances, easements or reservations of, or rights of others for, licenses, rights-of-way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions as to the use of real properties or Liens incidental, to the conduct of the business of such Person or to the ownership of its properties which were not incurred in connection with Indebtedness and which do not in the aggregate materially adversely affect the value of said properties or materially impair their use in the operation of the business of such Person;

24

(6)(A)  Liens securing Senior Indebtedness permitted to be incurred pursuant to Section 1011(a) hereof and (B) Liens securing Indebtedness pursuant to Section 1011(b)(5) or 1011(b)(14) hereof;

(7)Liens existing on the Issue Date;

(8)Liens on property or shares of stock of a Person at the time such Person becomes a Subsidiary; provided, however, such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a subsidiary; provided, further, however, that such Liens may not extend to any other property owned by the Company or any Restricted Subsidiary;

(9)Liens on property at the time the Company or a Restricted Subsidiary acquired the property, including any acquisition by means of a merger or consolidation with or into the Company or any Restricted Subsidiary; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition; provided, further, however, that the Liens may not extend to any other property owned by the Company or any Restricted Subsidiary;

(10)Liens securing Indebtedness or other obligations of a Restricted Subsidiary owing to the Company or another Restricted Subsidiary permitted to be incurred in accordance with Section 1011 hereof;

(11)Liens securing Hedging Obligations so long as the related Indebtedness is, and is permitted under this Indenture to be, secured by a Lien on the same property securing such Hedging Obligations;

(12)Liens on specific items of inventory of other goods and proceeds of any Person securing such Person’s obligations in respect of bankers’ acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods;

(13)leases and subleases of real property which do not materially interfere with the ordinary conduct of the business of the Company or any of the Restricted Subsidiaries;

(14)Liens arising from Uniform Commercial Code financing statement filings regarding operating leases entered into by the Company and its Restricted Subsidiaries in the ordinary course of business;

(15)Liens in favor of the Company or any Guarantor;

(16)Liens on equipment of the Company or any Restricted Subsidiary granted in the ordinary course of business to the Company’s client at which such equipment is located;

(17)Liens on accounts receivable and related assets incurred in connection with a Receivables Facility;

25

(18)Liens to secure any refinancing, refunding, extension, renewal or replacement (or successive refinancing, refunding, extensions, renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6)(B), (7), (8), (9), (10), (11) and (15); provided however, that (x) such new Lien shall be limited to all or part of the same property that secured the original Lien (plus improvements on such property), and (y) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount or, if greater, committed amount of the Indebtedness described under clauses (6)(B), (7), (8), (9), (10), (11) and (15) at the time the original Lien became a Permitted Lien under this Indenture, and (B) an amount necessary to pay any fees and expenses, including premiums, related to such refinancing, refunding, extension, renewal or replacement; and

(19)other Liens securing obligations incurred in the ordinary course of business which obligations do to exceed $25 million at any one time outstanding.

“Person” means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Predecessor Note” of any particular Note means every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purposes of this definition, any Note authenticated and delivered under Section 306 in exchange for a mutilated Note or in lieu of a lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note.

“Preferred Stock” means any Equity Interest with preferential rights of payment of dividends or upon liquidation, dissolution, or winding up.

“Private Placement Legend” has the meaning specified in Section 203 of this Indenture.

“QIB” means a “qualified institutional buyer” as defined in Rule 144A.

“Qualified Proceeds” means assets that are used or useful in, or Capital Stock of any Person engaged in, a Similar Business; provided that the fair market value of any such assets or Capital Stock shall be determined by the Board of Directors in good faith.

“Receivables Facility” means one or more receivables financing facilities, as amended from time to time, the Indebtedness of which is non-recourse (except for standard representations, warranties, covenants and indemnities made in connection with such facilities) to the Company and the Restricted Subsidiaries pursuant to which the Company and/or any of its Restricted Subsidiaries sells its accounts receivable to a Person that is not a Restricted Subsidiary.

“Receivables Fees” means distributions or payments made directly or by means of discounts with respect to any participation interest issued or sold in connection with, and other fees paid to a Person that is not a Restricted Subsidiary in connection with, any Receivables Facility.

26

“Redemption Date”, when used with respect to any Note to be redeemed, in whole or in part, means the date fixed for such redemption by or pursuant to this Indenture.

“Redemption Price”, when used with respect to any Note to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.

“Refinancing Indebtedness” has the meaning specified in Section 1011 of this Indenture.

“Refunding Capital Stock” has the meaning specified in Section 1010 of this Indenture.

“Registration Rights Agreement” has the meaning stated in the first recital of this Indenture and, with respect to any Additional Notes, one or more registration rights agreements among the Company, the Guarantors and the other parties thereto, as such agreement(s) may be amended, modified or supplemented from time to time, relating to rights given by the Company to the purchasers of Additional Notes to register such Additional Notes under the Securities Act.

“Regular Record Date” has the meaning specified in Section 301 of this Indenture.

“Regulation S” means Regulation S under the Securities Act.

“Regulation S Global Note” means a Global Note substantially in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 903 of Regulation S.

“Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business, provided that any assets received by the Company or a Restricted Subsidiary in exchange for assets transferred by the Company or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

“Representative” means the trustee, agent or representative (if any) for an issuer of Senior Indebtedness.

“Responsible Officer”, when used with respect to the Trustee, means any vice president, any assistant treasurer, any trust officer or assistant trust officer, or any other officer of the Trustee customarily performing functions similar to those performed by any of the above-designated officers, and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture.

“Restricted Global Note” means a Global Note bearing the Private Placement Legend.

27

“Restricted Investment” means an Investment other than a Permitted Investment.

“Restricted Payments” has the meaning specified in Section 1010 of this Indenture.

“Restricted Period” means the 40-day distribution compliance period as defined in Regulation S.

“Restricted Subsidiary” means, at any time, any direct or indirect Subsidiary of the Company (including any Foreign Subsidiary) that is not then an Unrestricted Subsidiary; provided, however, that upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.”

“Retired Capital Stock” has the meaning specified in Section 1010 of this Indenture.

“Rule 144” means Rule 144 promulgated under the Securities Act.

“Rule 144A” means Rule 144A under the Securities Act.

“Rule 903” means Rule 903 promulgated under the Securities Act.

“Rule 904” means Rule 904 promulgated under the Securities Act.

“S&P” means Standard and Poor’s Ratings Group.

“Securities Act” means the Securities Act of 1933 and the rules and regulations of the Commission promulgated thereunder.

“Senior Credit Facilities” means the Credit Agreement, dated as of April 6, 2004, by and among Sealy Mattress Company, Sealy Canada, Ltd., Sealy Mattress Corporation, Sealy Corporation, the other credit parties signatory thereto, J.P. Morgan Securities Inc., Goldman Sachs Credit Partners L.P., General Electric Capital Corporation, ING Financial Markets LLC, Royal Bank of Canada, the lenders signatory thereto from time to time and JPMorgan Chase Bank, as Administrative Agent, including any guarantees, collateral documents, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof.

“Senior Indebtedness” means:

(1)all Indebtedness of the Company or any Guarantor outstanding under the Credit Facilities (including interest accruing on or after the filing of any petition in bankruptcy or for reorganization of the Company or any Guarantor, regardless of whether or not a claim for post-filing interest is allowed in such proceedings);

28

(2)all Hedging Obligations (and guarantees thereof) permitted to be incurred under the terms of this Indenture;

(3)any other Indebtedness of the Company or any Guarantor permitted to be incurred under the terms of this Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the Notes or any Subsidiary Guarantee; and

(4)all Obligations with respect to the items listed in the preceding clauses (1), (2) and (3).

“Senior Indebtedness” of any guarantor of the Notes, including the Guarantors, has a correlative meaning.

“Senior Subordinated Indebtedness” means:

(1)with respect to the Company, Indebtedness which ranks equal in right of payment to the Notes, and

(2)with respect to any Guarantor, Indebtedness which ranks equal in right of payment to the Guarantee of such Guarantor.

“Senior Unsecured Term Loan” means the Senior Unsecured Term Loan Agreement, dated as of April 6, 2004, among the Issuer, the Parent, Sealy Mattress Corporation, J.P. Morgan Securities, Inc., as joint lead arranger and joint bookrunner, Goldman Sachs Credit Parties L.P., as joint lead arranger and joint bookrunner, and the other agents and the lenders party thereto, including any guarantees, instruments and agreements executed in connection therewith, and any amendments, supplements, modifications, extensions, renewals, restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities with banks or other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases the amount borrowable thereunder or alters the maturity thereof.

“Shelf Registration Statement” means the shelf registration statement as defined in the Registration Rights Agreement.

“Significant Subsidiary” means any Restricted Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the date hereof.

“Similar Business” means any business conducted or proposed to be conducted by the Company and its Restricted Subsidiaries on the date of this Indenture or any business that is similar, reasonably related, incidental or ancillary thereto.

“Special Interest” means all special interest then owing pursuant to the Registration Rights Agreement.

29

“Special Interest Notice” has the meaning specified in Section 1020 hereof.

“Special Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 307.

“Stated Maturity”, when used with respect to any Note or any installment of principal thereof or interest thereon, means the date specified in such Notes as the fixed date on which the principal of such Notes or such installment of principal or interest is due and payable.

“Subordinated Indebtedness” means:

(a)with respect to the Company, any Indebtedness of the Company which is by its terms subordinated in right of payment to the Notes, and

(b)with respect to any Guarantor, any Indebtedness of such Guarantor which is by its terms subordinated in right of payment to the Guarantee of such Guarantor.

“Subsidiary” means, with respect to any Person,

(1)any corporation, association, or other business entity (other than a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof and

(2)any partnership, joint venture, limited liability company or similar entity of which;

(x)more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or otherwise, and

(y)such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

“Subsidiary Guarantee” means the guarantee by any Subsidiary Guarantor of the Company’s obligations under this Indenture.

“Subsidiary Guarantor” all of the Company’s direct and indirect Domestic Subsidiaries existing on the Issue Date and any other Subsidiary of the Company that executes a supplemental indenture to this Indenture providing for a guarantee of payment of the Notes.

“Successor Company” has the meaning specified in Section 801 of this Indenture.

“Successor Person” has the meaning specified in Section 802 of this Indenture.

30

“Total Assets” means the total assets of the Company and the Restricted Subsidiaries, as shown on the most recent balance sheet of the Company.

“Transactions” means the (i) the merger of an entity controlled by affiliates of Kohlberg Kravis Roberts & Co., L.P.  pursuant to the merger agreement dated March 3, 2004, whereby this entity will merge with and into Parent, with Parent being the surviving entity; (ii) the equity investment by Kohlberg Kravis Roberts & Co., L.P. in the Parent of approximately $485.4 million; (iii) the repayment in full of all of the Company’s outstanding junior subordinated promissory notes dated December 31, 2003; (iv) the closing of the Company’s Senior Credit Facilities and the Senior Unsecured Term Loan on the date of this Indenture; (v) the receipt of approximately $13.6 million from the settlement of remaining notes receivable from Mattress Firm, Inc; (vi) the issuance of the Initial Notes; (vii) the repayment of  the Company’s outstanding $300 million aggregate principal amount of 9 7/8% Senior Subordinated Notes due December 15, 2007 and $128 million aggregate principal amount of 10 7/8% Senior Subordinated Discount Notes due December 15, 2007; (viii) the repayment in full of outstanding indebtedness under that certain Credit Agreement, dated as of February 14, 2001, as amended, among Sealy Canada Ltd./LTEE, the lenders from time to time thereto, and Bank of America Canada, as agent, and that certain Amended and Restated Credit Agreement, dated as of November 8, 2002, as amended, among Sealy Mattress Company, Sealy Mattress Corporation, the lenders from time to time party thereto, JPMorgan Chase Bank, as administrative agent, and Goldman Sachs Credit Partners L.P., as syndication agent; and (ix) the issuance, after the Issue Date, of new options to purchase shares of Class A common stock to certain members of management relating to the election by such members of management on or prior to the date of this Indenture to rollover their outstanding options to purchase common stock of the Parent in connection with the merger described in clause (i).

“Treasury Rate” means, as of any redemption date, the yield to maturity as of such redemption date of United States Treasury securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two business days prior to the redemption date (or, if such Statistical Release is no longer published, any publicly available source of similar market data)) most nearly equal to the period from the redemption date to June 15, 2009; provided, however, that if the period from the redemption date to June 15, 2009, is less than one year, the weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year shall be used.

“Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939 as in force at the date as of which this Indenture was executed, except as provided in Section 905.

“Trustee” means the Person named as the “Trustee” in the first paragraph of this Indenture until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean such successor Trustee.

“Unrestricted Global Note” means a Global Note that does not bear and is not required to bear the Private Placement Legend.

“Unrestricted Subsidiary” means:

31

(1)any Subsidiary of the Company which at the time of determination is an Unrestricted Subsidiary (as designated by the Board of Directors of the Company, as provided below), and

(2)any Subsidiary of an Unrestricted Subsidiary.

The Board of Directors of the Company may designate any Subsidiary of the Company (including any existing Subsidiary and any newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary unless such Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any lien on, any property of, the Company or any Subsidiary of the Company (other than any Subsidiary of the Subsidiary to be so designated), provided that

(a)any Unrestricted Subsidiary must be an entity of which shares of the Capital Stock or other equity interests (including partnership interests) entitled to cast at least a majority of the votes that may be cast by all shares or equity interests having ordinary voting power for the election of directors or other governing body are owned, directly or indirectly, by the Company,

(b)such designation complies with Section 1010, and

(c)each of the Subsidiary to be so designated and its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Company or any Restricted Subsidiary.

The Board of Directors of the Company may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after giving effect to such designation no Default or Event of Default shall have occurred and be continuing and either:

(1)the Company could incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test described under Section 1011(a), or

(2)the Fixed Charge Coverage Ratio for the Company and its Restricted Subsidiaries would be greater than such ratio for the Company and its Restricted Subsidiaries immediately prior to such designation, in each case on a pro forma basis taking into account such designation.

Any such designation by the Board of Directors of the Company shall be notified by the Company to the Trustee by promptly filing with the Trustee a copy of the Board Resolution giving effect to such designation and an Officers’ Certificate certifying that such designation complied with the foregoing provisions.

“U.S. Person” means a U.S. Person as defined in Rule 902(k) promulgated under the Securities Act.

32

“Vice President”, when used with respect to the Company or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title “vice president”.

“Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“Weighted Average Life to Maturity” means, when applied to any Indebtedness, Disqualified Stock or preferred stock, as the case may be, at any date, the quotient obtained by dividing:

(1)the sum of the products of the number of years from the date of determination to the date of each successive scheduled principal payment of such Indebtedness or redemption or similar payment with respect to such Disqualified Stock or preferred stock multiplied by the amount of such payment, by

(2)the sum of all such payments.

“Wholly Owned Restricted Subsidiary” means any Wholly-Owned Subsidiary that is a Restricted Subsidiary.

“Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person or by one or more Wholly-Owned Subsidiaries of such Person.

SECTION 102.  Compliance Certificates and Opinions.

Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee an Officers’ Certificate stating that all conditions precedent, if any, provided for in this Indenture (including any covenant compliance with which constitutes a condition precedent) relating to the proposed action have been complied with and an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or opinion need be furnished.

Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than pursuant to Section 1008(a)) shall include:

(1)a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(2)a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

33

(3)a statement that, in the opinion of each such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(4)a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

SECTION 103.  Form of Documents Delivered to Trustee.

In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous.  Any such certificate or opinion may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

SECTION 104.  Acts of Holders.

(a)Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agents duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company.  Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments.  Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section.

(b)The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution

34

thereof.  Where such execution is by a signer acting in a capacity other than his individual capacity, such certificate or affidavit shall also constitute sufficient proof of authority.  The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner that the Trustee deems sufficient.

(c)The principal amount and serial numbers of Notes held by any Person, and the date of holding the same, shall be proved by the Note Register.

(d)If the Company shall solicit from the Holders any request, demand, authorization, direction, notice, consent, waiver or other Act, the Company may, at its option, by or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders entitled to give such request, demand, authorization, direction, notice, consent, waiver or other Act, but the Company shall have no obligation to do so.  Notwithstanding TIA Section 316(c), such record date shall be the record date specified in or pursuant to such Board Resolution, which shall be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in connection therewith and not later than the date such solicitation is completed.  If such a record date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act may be given before or after such record date, but only the Holders of record at the close of business on such record date shall be deemed to be Holders for the purposes of determining whether Holders of the requisite proportion of Outstanding Notes have authorized or agreed or consented to such request, demand, authorization, direction, notice, consent, waiver or other Act, and for that purpose the Outstanding Notes shall be computed as of such record date; provided that no such authorization, agreement or consent by the Holders on such record date shall be deemed effective unless it shall become effective pursuant to the provisions of this Indenture not later than eleven months after the record date.  Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Note shall bind every future Holder of the same Note and the Holder of every Note issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee, the Company or any Guarantor in reliance thereon, whether or not notation of such action is made upon such Note.

SECTION 105.  Notices, Etc., to Trustee, Company, any Guarantor and Agent.

Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,

(1)the Trustee by any Holder or by the Company or any Guarantor shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing (which may be via facsimile) to or with the Trustee at The Bank of New York Trust Company, N.A., 10161 Centurion Parkway, Jacksonville, Florida 32256, Attention:  Corporate Trust Administration Division, or

(2)the Company or any Guarantor by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if made, given, furnished or delivered in writing and mailed, first-class postage prepaid, or delivered by recognized overnight courier, to the Company or such Guarantor addressed

35

to it at the address of its principal office specified in the first paragraph, Attention: General Counsel, or at any other address previously furnished in writing to the Trustee by the Company or such Guarantor.

SECTION 106.  Notice to Holders; Waiver.

Where this Indenture provides for notice of any event to Holders by the Company or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such event, at his address as it appears in the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice.  In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders.  Notices given by publication shall be deemed given on the first date on which publication is made and notices given by first-class mail, postage prepaid, shall be deemed given five calendar days after mailing.

In case by reason of the suspension of or irregularities in regular mail service or by reason of any other cause, it shall be impracticable to mail notice of any event to Holders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice for every purpose hereunder.

Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice.  Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

SECTION 107.  Effect of Headings and Table of Contents.

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

SECTION 108.  Successors and Assigns.

All agreements of the Company in this Indenture and the Notes will bind its successors.  All agreements of the Trustee in this Indenture will bind its successors.  All agreements of each Guarantor in this Indenture will bind its successors, except as otherwise provided in Section 1209 hereof.

SECTION 109.  Separability Clause.

In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

36

SECTION 110.  Benefits of Indenture.

Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto, any Paying Agent, any Notes Registrar and their successors hereunder, the Holders and, with respect to any provisions hereof relating to the subordination of the Notes or the rights of holders of Senior Indebtedness, the holders of Senior Indebtedness, any benefit or any legal or equitable right, remedy or claim under this Indenture.

SECTION 111.  Governing Law.

This Indenture, the Notes and any Guarantee shall be governed by and construed in accordance with the laws of the State of New York.  This Indenture is subject to the provisions of the Trust Indenture Act that are required to be part of this Indenture and shall, to the extent applicable, be governed by such provisions.

SECTION 112.  [INTENTIONALLY DELETED].

SECTION 113.  Legal Holidays.

In any case where any Interest Payment Date, Redemption Date or Stated Maturity or Maturity of any Note shall not be a Business Day, then (notwithstanding any other provision of this Indenture or of the Notes) payment of  principal (or premium, if any) or interest need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the Interest Payment Date, Redemption Date, or at the Stated Maturity or Maturity; provided that no interest shall accrue for the period from and after such Interest Payment Date, Redemption Date, Stated Maturity or Maturity, as the case may be.

SECTION 114.  No Personal Liability of Directors, Officers, Employees and Stockholders.

No director, officer, employee, incorporator or stockholder of the Company or any Guarantor or any of their parent companies shall have any liability for any obligations of the Company or the Guarantors under the Notes, the Guarantees or this Indenture or for any claim based on, in respect of, or by reason of such obligations or their creation. Each Holder by accepting a Note and the related Guarantee waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes and the Guarantees. 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.

SECTION 115.  Trust Indenture Act Controls.

If any provision of this Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture by the TIA, the provision required by the TIA shall control.  If any provision of this Indenture modifies or excludes any provision of the TIA that may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or excluded, as the case may be.

37

SECTION 116.  Counterparts.

This Indenture may be executed in any number of counterparts, each of which shall be original; but such counterparts shall together constitute but one and the same instrument.

ARTICLE TWO

NOTE FORMS

SECTION 201.  Forms Generally.

The Notes shall be known and designated as “8.25% Senior Subordinated Notes due 2014” of the Company and the Exchange Notes shall be known and designated as “8.25% Senior Subordinated Exchange Notes due 2014” of the Company.  The Notes and the Trustee’s certificate of authentication shall be substantially in the form of Exhibit A hereto.  The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage.  Each Note will be dated the date of its authentication.  The Notes shall be in denominations of $1,000 and integral multiples thereof.

The terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of this Indenture and the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.  However, to the extent any provision of any Note conflicts with the express provisions of this Indenture, the provisions of this Indenture shall govern and be controlling.

The definitive Notes shall be printed, lithographed, typewritten or engraved on steel-engraved borders or may be produced in any other manner, all as determined by the officers of the Company executing such Notes, as evidenced by their execution of such Notes.

Notes issued in global form will be substantially in the form of Exhibit A hereto (including the Global Note Legend thereon and the “Schedule of Exchanges of Interests in the Global Note” attached thereto).  Notes issued in definitive form will be substantially in the form of Exhibit A hereto (but without the Global Note Legend thereon and without the “Schedule of Exchanges of Interests in the Global Note” attached thereto).  Each Global Note will represent such of the outstanding Notes as will be specified therein and each shall provide that it represents the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions.  Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby will be made by the Trustee or the Custodian, at the direction of the Trustee, in accordance with instructions given by the Holder thereof as required by Section 312 hereof.

The provisions of the “Operating Procedures of the Euroclear System” and “Terms and Conditions Governing Use of Euroclear” and the “General Terms and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream will be applicable to transfers

38

of beneficial interests in the Regulation S Global Note that are held by Participants through Euroclear or Clearstream.

Exchange Notes shall be issued substantially in the form set forth in Exhibit A.

SECTION 202.  Form of Trustee’s Certificate of Authentication.

The Trustee shall, upon receipt of a Company Order, authenticate Notes for original issue that may be validly issued under this Indenture, including any Additional Notes.  The aggregate principal amount of Notes outstanding at any time may not exceed the aggregate principal amount of Notes authorized for issuance by the Company pursuant to one or more Company Orders, except as provided in Section 306 hereof.

The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes.  An authenticating agent may authenticate Notes whenever the Trustee may do so.  Each reference in this Indenture to authentication by the Trustee includes authentication by such agent.  An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company.

Subject to Section 611, the Trustee’s certificate of authentication shall be in substantially the following form:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION.

This is one of the Notes referred to in the within-mentioned Indenture.

	THE BANK OF NEW YORK TRUST COMPANY, N.A., as Trustee
Dated:
	By
	Authorized Signatory

SECTION 203.  Restrictive Legends.

Unless and until (i) a Note is sold pursuant to an effective Shelf Registration Statement or (ii) a Note is exchanged for an Exchange Note in an Exchange Offer pursuant to an effective Exchange Offer Registration Statement, in either case, pursuant to this Indenture and the Registration Rights Agreement, it being expressly understood that the Trustee shall have no obligation to monitor or otherwise determine compliance with the Registration Rights Agreement, each Restricted Global Note, Definitive Note and Regulation S Global Note shall bear the following legend set forth below (the “Private Placement Legend”) on the face thereof:

THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE

39

“SECURITIES ACT”) AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) (1) TO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), (4) TO AN INSTITUTIONAL ACCREDITED INVESTOR IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR (5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES AND OTHER JURISDICTIONS.

Each Global Note, whether or not an Initial Note, shall also bear the following legend on the face thereof:

UNLESS THIS CERTIFICATE IS PRESENTED, BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL BECAUSE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 312 OF THE INDENTURE.

SECTION 204.  [INTENTIONALLY DELETED].

40

ARTICLE THREE

THE NOTES

SECTION 301.  Title and Terms.

The aggregate principal amount of Notes which may be authenticated and issued under this Indenture is not limited; provided, however that any Additional Notes issued under this Indenture are issued in accordance with Sections 303 and 1011 hereof, as part of the same series as the Initial Notes.

The Notes shall be known and designated as the “8.25% Senior Subordinated Notes due 2014” of the Company.  The Stated Maturity of the Notes shall be June 15, 2014, and the Notes shall bear interest at the rate of 8.25% per annum from April 6, 2004, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, payable on December 15, 2004 and semi-annually thereafter on June 15 and December 15 in each year and at said Stated Maturity, until the principal thereof is paid or duly provided for and to the Person in whose name the Note (or any predecessor Note) is registered at the close of business on the June 1 and December 1 immediately preceding such Interest Payment Date (each, a “Regular Record Date”).

The principal of (and premium, if any), interest and Special Interest, if any, on the Notes shall be payable at the office or agency of the Company maintained for such purpose in The City and State of New York or, at the option of the Company, payment of interest may be made by check mailed to the Holders of the Notes at their respective addresses set forth in the Note Register of Holders; provided that all payments of principal, premium, if any, and interest and Special Interest, if any, with respect to Notes represented by one or more permanent Global Notes registered in the name of or held by Depositary or its nominee will be made by wire transfer of immediately available funds to the accounts specified by the Holder or Holders thereof.  Until otherwise designated by the Company, the Company’s office or agency in New York shall be the office of the trustee maintained for such purpose.

Holders shall have the right to require the Company to purchase their Notes, in whole or in part, in the event of a Change in Control pursuant to Section 1017.  The Notes shall be subject to repurchase pursuant to an Offer to Purchase as provided in Section 1018.

The Notes shall be redeemable as provided in Article Eleven.

The Notes shall be subordinated in right of payment to Senior Indebtedness as provided in Article Fourteen.

The due and punctual payment of principal of, premium, if any, and interest on the Notes payable by the Company is irrevocably unconditionally guaranteed, to the extent set forth herein, by each of the Guarantors.  The Guarantee issued by any Guarantor will be subordinated to all existing and future Guarantor Senior Indebtedness of such Guarantor as provided in Article Twelve.

41

SECTION 302.  Denominations.

The Notes shall be issuable only in registered form without coupons and only in denominations of $1,000 and any integral multiple thereof.

SECTION 303.  Execution, Authentication, Delivery and Dating.

The Notes shall be executed on behalf of the Company by any two Officers.  The signature of any Officer on the Notes may be manual or facsimile signatures of the present or any future such authorized officer and may be imprinted or otherwise reproduced on the Notes.

Notes bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes.

At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, and the Trustee in accordance with such Company Order shall authenticate and deliver such Notes.

On the Issue Date, the Company shall deliver the Initial Notes in the aggregate principal amount of $390,000,000 executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Notes, directing the Trustee to authenticate the Notes and certifying that all conditions precedent to the issuance of Notes contained herein have been fully complied with, and the Trustee in accordance with such Company Order shall authenticate and deliver such Initial Notes.  At any time and from time to time after the Issue Date, the Company may deliver Additional Notes executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Additional Notes, directing the Trustee to authenticate the Additional Notes and certifying that the issuance of such Additional Notes is in compliance with Article Ten hereof and that all other conditions precedent to the issuance of Notes contained herein have been fully complied with, and the Trustee in accordance with such Company Order shall authenticate and deliver such Additional Notes.  On Company Order, the Trustee shall authenticate for original issue Exchange Notes in an aggregate principal amount not to exceed $390,000,000 plus the aggregate principal amount of any Additional Notes issued; provided that such Exchange Notes shall be issuable only upon the valid surrender for cancellation of Initial Notes and any Additional Notes of a like aggregate principal amount in accordance with an Exchange Offer pursuant to the Registration Rights Agreement and a Company Order for the authentication and delivery of such Exchange Notes and certifying that all conditions precedent to the issuance of such Exchange Notes are complied with (including the effectiveness of the Exchange Offer Registration Statement related thereto).  In each case, the Trustee shall receive an Officers’ Certificate and an Opinion of Counsel of the Company that it may reasonably require in connection with such authentication of Notes.  Such order shall specify the amount of Notes to be authenticated and the date on which the original issue of Notes is to be authenticated.

42

Each Note shall be dated the date of its authentication.

No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for herein duly executed by the Trustee by manual signature of an authorized officer, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder and is entitled to the benefits of this Indenture.

In case the Company or any Guarantor, pursuant to Article Eight, shall be consolidated or merged with or into any other Person or shall convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any Person, and the successor Person resulting from such consolidation, or surviving such merger, or into which the Company or such Guarantor shall have been merged, or the Person which shall have received a conveyance, transfer, lease or other disposition as aforesaid, shall have executed a supplemental indenture hereto with the Trustee pursuant to Article Eight, any of the Notes authenticated or delivered prior to such consolidation, merger, conveyance, transfer, lease or other disposition may, from time to time, at the request of the successor Person, be exchanged for other Notes executed in the name of the successor Person with such changes in phraseology and form as may be appropriate, but otherwise in substance of like tenor as the Notes surrendered for such exchange and of like principal amount; and the Trustee, upon Company Request of the successor Person, shall authenticate and deliver Notes as specified in such request for the purpose of such exchange.  If Notes shall at any time be authenticated and delivered in any new name of a successor Person pursuant to this Section in exchange or substitution for or upon registration of transfer of any Notes, such successor Person, at the option of the Holders but without expense to them, shall provide for the exchange of all Notes at the time Outstanding for Notes authenticated and delivered in such new name.

SECTION 304.  Temporary Notes.

Pending the preparation of definitive Notes, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Notes which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Notes in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Notes may determine, as conclusively evidenced by their execution of such Notes.

If temporary Notes are issued, the Company will cause definitive Notes to be prepared without unreasonable delay.  After the preparation of definitive Notes, the temporary Notes shall be exchangeable for definitive Notes upon surrender of the temporary Notes at the office or agency of the Company designated for such purpose pursuant to Section 1002, without charge to the Holder.  Upon surrender for cancellation of any one or more temporary Notes, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefor a like principal amount of definitive Notes of authorized denominations.  Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as definitive Notes.

43

SECTION 305.  Registration, Registration of Transfer and Exchange.

The Company shall cause to be kept at the Corporate Trust Office of the Trustee a register (the register maintained in such office and in any other office or agency designated pursuant to Section 1002 being herein sometimes referred to as the “Note Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes.  The Note Register shall be in written form or any other form capable of being converted into written form within a reasonable time.  At all reasonable times, the Note Register shall be open to inspection by the Trustee.  The Trustee is hereby initially appointed as note registrar (the “Note Registrar”) for the purpose of registering Notes and transfers of Notes as herein provided.

Upon surrender for registration of transfer of any Note at the office or agency of the Company designated pursuant to Section 1002, the Company shall execute, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denomination or denominations of a like aggregate principal amount.

At the option of the Holder, Notes may be exchanged for other Notes of any authorized denomination and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency.  Whenever any Notes are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Notes which the Holder making the exchange is entitled to receive; provided that no exchange of Notes for Exchange Notes shall occur until an Exchange Offer Registration Statement shall have been declared effective by the Commission, the Trustee shall have received an Officers’ Certificate confirming that the Exchange Offer Registration Statement has been declared effective by the Commission and the Initial Notes to be exchanged for the Exchange Notes shall be cancelled by the Trustee.

All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange.

Every Note presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Note Registrar) be duly endorsed, or be accompanied by written instruments of transfer, in form satisfactory to the Company and the Note Registrar, duly executed by the Holder thereof or his attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or exchange or redemption of Notes, but the Company may require payment of a sum sufficient to cover any taxes, fees or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Sections 303, 304, 906, 1017, 1018, or 1108 not involving any transfer.

SECTION 306.  Mutilated, Destroyed, Lost and Stolen Notes.

If (i) any mutilated Note is surrendered to the Trustee, or (ii) the Company and the Trustee receive evidence to their satisfaction of the destruction, loss or theft of any Note, and

44

there is delivered to the Company and the Trustee such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Company or the Trustee that such Note has been acquired by a bona fide purchaser, the Company shall execute and upon Company Order the Trustee shall authenticate and deliver, in exchange for any such mutilated Note or in lieu of any such destroyed, lost or stolen Note, a new Note of like tenor and principal amount, bearing a number not contemporaneously outstanding.

In case any such mutilated, destroyed, lost or stolen Note has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Note, pay such Note.

Upon the issuance of any new Note under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

Every new Note issued pursuant to this Section in lieu of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Company and each Guarantor, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder.

The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

SECTION 307.  Payment of Interest; Interest Rights Preserved.

Interest on any Note which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered at the close of business on the Regular Record Date for such interest at the office or agency of the Company maintained for such purpose pursuant to Section 1002; provided, however, that, subject to Section 301 hereof, each installment of interest may at the Company’s option be paid by (i) mailing a check for such interest, payable to or upon the written order of the Person entitled thereto pursuant to Section 308, to the address of such Person as it appears in the Note Register or (ii) transfer to an account located in the United States maintained by the payee.

Any interest on any Note which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date shall forthwith cease to be payable to the Holder on the Regular Record Date by virtue of having been such Holder, and such defaulted interest and (to the extent lawful) interest on such defaulted interest at the rate borne by the Notes (such defaulted interest and interest thereon herein collectively called “Defaulted Interest”) may be paid by the Company, at its election in each case, as provided in clause (1) or (2) below:

(1)The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on a Special Record Date for the payment of such Defaulted

45

Interest, which shall be fixed in the following manner.  The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Note and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided.  Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment.  The Trustee shall promptly notify the Company of such Special Record Date, and in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor to be given in the manner provided for in Section 106, not less than 10 days prior to such Special Record Date.  Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefor having been so given, such Defaulted Interest shall be paid to the Persons in whose names the Notes (or their respective Predecessor Notes) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following clause (2).

(2)The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.

Subject to the foregoing provisions of this Section, each Note delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note.

SECTION 308.  Persons Deemed Owners.

Prior to the due presentment of a Note for registration of transfer, the Company, any Guarantor, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Note is registered as the owner of such Note for the purpose of receiving payment of principal of (and premium, if any) and (subject to Sections 305 and 307) interest on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Company, the Trustee or any agent of the Company or the Trustee shall be affected by notice to the contrary.

SECTION 309.  Cancellation.

All Notes surrendered for payment, redemption, registration of transfer or exchange shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee

46

and shall be promptly cancelled by it.  The Company may at any time deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Notes previously authenticated hereunder which the Company has not issued and sold, and all Notes so delivered shall be promptly cancelled by the Trustee.  If the Company shall so acquire any of the Notes, however, such acquisition shall not operate as a redemption or satisfaction of the indebtedness represented by such Notes unless and until the same are surrendered to the Trustee for cancellation.  No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section, except as expressly permitted by this Indenture.  All cancelled Notes held by the Trustee shall be disposed of by the Trustee in accordance with its customary procedures unless by Company Order the Company shall direct that cancelled Notes be returned to it.

SECTION 310.  Computation of Interest.

Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months.

SECTION 311.  [INTENTIONALLY DELETED].

SECTION 312.  Book-Entry and Transfer Provisions.

(a)Transfer and Exchange of Global Notes.  A Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the Depositary, or by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary.  All Global Notes will be exchanged by the Company for Definitive Notes if:

(1)the Depositary (a) notifies the Company that it is unwilling or unable to continue as depositary for the Global Notes or (b) has ceased to be a clearing agency registered under the Exchange Act and, in either case, the Company fails to appoint a successor depositary;

(2)the Company, at its option, notifies the Trustee in writing that it elects to cause the issuance of the Definitive Notes; or

(3)there has occurred and is continuing a Default or Event of Default with respect to the Notes.

Upon the occurrence of either of the preceding events in (1) or (2) above, Definitive Notes shall be issued in such names as the Depositary shall instruct the Trustee.  Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 304 and 306 hereof.  Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Sections 304 or 306 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note.  A Global Note may not be exchanged for another Note other than as provided in this Section 312(a), however, beneficial

47

interests in a Global Note may be transferred and exchanged as provided in Section 312(b), (c) or (f) hereof.

(b)Transfer and Exchange of Beneficial Interests in the Global Notes.  The transfer and exchange of beneficial interests in the Global Notes will be effected through the Depositary, in accordance with the provisions of this Indenture and the Applicable Procedures.  Beneficial interests in the Restricted Global Notes will be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act.  Transfers of beneficial interests in the Global Notes also will require compliance with either subparagraph (1) or (2) below, as applicable, as well as one or more of the other following subparagraphs, as applicable:

(1)Transfer of Beneficial Interests in the Same Global Note.  Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note.  No written orders or instructions shall be required to be delivered to the Note Registrar to effect the transfers described in this Section 312(b)(1).

(2)  All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 312(b)(1) above, the transferor of such beneficial interest must deliver to the Note Registrar either:

(A)both:

(x)a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged; and

(y)instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase; or

(B)both:

(x)a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged; and

48

(y)instructions given by the Depositary to the Note Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (A) above;

Upon consummation of an Exchange Offer by the Company in accordance with Section 312(f) hereof, the requirements of this Section 312(b)(2) shall be deemed to have been satisfied upon receipt by the Note Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Notes.  Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 312(g) hereof.

(3)Transfer of Beneficial Interests to Another Restricted Global Note.  A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 312(b)(2) above and:

(A)if the transferee will take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver to the Note Registrar a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B)if the transferee will take delivery in the form of a beneficial interest in⁾ the Regulation S Global Note, then the transferor must deliver to the Note Registrar a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and

(C)if the transferee will take delivery in the form of a beneficial interest in the IAI Global Note, then the transferor must deliver to the Note Registrar a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, if applicable.

(4)Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in an Unrestricted Global Note.  A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 312(b)(2) above and:

(A)such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company;

49

(B)such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C)such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D)the Note Registrar receives the following:

(x)if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or

(y)if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Note Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Note Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an Company Order in accordance with Section 202 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above.

(c)Transfer or Exchange of Beneficial Interests for Definitive Notes.  Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note.

(1)Beneficial Interests in Restricted Global Notes to Restricted Definitive Notes.  If any holder of a beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Definitive Note, then, upon receipt by the Note Registrar of the following documentation:

(A)if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof;

50

(B)if such beneficial interest is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

(C)if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(D)if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E)if such beneficial interest is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, if applicable;

(F)if such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(G)if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 312(g) hereof, and the Company shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount.  Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 312(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Note Registrar through instructions from the Depositary and the Participant or Indirect Participant.  The Trustee shall deliver such Definitive Notes to the Persons in whose names such Notes are so registered.  Any Definitive Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 312(c)(1) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein.

(2)Beneficial Interests in Restricted Global Notes to Unrestricted Definitive Notes.  A holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Definitive Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note only if:

51

(A)such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company;

(B)such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C)such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D)the Note Registrar receives the following:

(x)if the holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or

(y)if the holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (e), if the Note Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Note Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(3)Beneficial Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder of a beneficial interest in an Unrestricted Global Note proposes to exchange such beneficial interest for a Definitive Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Definitive Note, then, upon satisfaction of the conditions set forth in Section 312(b)(2) hereof, the Trustee will cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 312(g) hereof, and the Company will execute and the Trustee will authenticate and deliver to the Person designated in the instructions a Definitive Note in the appropriate principal amount.  Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 312(c)(3) will be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest requests through instructions to the Note Registrar from or

52

through the Depositary and the Participant or Indirect Participant.  The Trustee will deliver such Definitive Notes to the Persons in whose names such Notes are so registered.  Any Definitive Note issued in exchange for a beneficial interest pursuant to this Section 312(c)(3) will not bear the Private Placement Legend.

(d)Transfer and Exchange of Definitive Notes for Beneficial Interests.

(1)Restricted Definitive Notes to Beneficial Interests in Restricted Global Notes.   If any Holder of a Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Note Registrar of the following documentation:

(A)if the Holder of such Restricted Definitive Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof;

(B)if such Restricted Definitive Note is being transferred to a QIB in accordance with Rule 144A, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof;

(C)if such Restricted Definitive Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof;

(D)if such Restricted Definitive Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof;

(E)if such Restricted Definitive Note is being transferred to an Institutional Accredited Investor in reliance on an exemption from the registration requirements of the Securities Act other than those listed in subparagraphs (B) through (D) above, a certificate to the effect set forth in Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3)(d) thereof, if applicable;

(F)if such Restricted Definitive Note is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or

(G)if such Restricted Definitive Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof,

53

the Trustee will cancel the Restricted Definitive Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note, in the case of clause (B) above, the 144A Global Note, in the case of clause (C) above, the Regulation S Global Note, and in all other cases, the IAI Global Note.

(2)Restricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes.  A Holder of a Restricted Definitive Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Definitive Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if:

(A)such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company;

(B)such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(C)such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(D)the Note Registrar receives the following:

(x)if the Holder of such Definitive Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or

(y)if the Holder of such Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (2), if the Note Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Note Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

Upon satisfaction of the conditions of any of the subparagraphs in this Section 312(d)(2), the Trustee will cancel the Definitive Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note.

(3)Unrestricted Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may exchange such Note for a

54

beneficial interest in an Unrestricted Global Note or transfer such Definitive Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time.  Upon receipt of a request for such an exchange or transfer, the Trustee will cancel the applicable Unrestricted Definitive Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes.

If any such exchange or transfer from a Definitive Note to a beneficial interest is effected pursuant to subparagraphs (2)(B), (2)(D) or (3) above at a time when an Unrestricted Global Note has not yet been issued, the Company will issue and, upon receipt of an Company Order in accordance with Section 202 hereof, the Trustee will authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Definitive Notes so transferred.

(e)Transfer and Exchange of Definitive Notes for Definitive Notes.  Upon request by a Holder of Definitive Notes and such Holder’s compliance with the provisions of this Section 312(e), the Note Registrar will register the transfer or exchange of Definitive Notes.  Prior to such registration of transfer or exchange, the requesting Holder must present or surrender to the Note Registrar the Definitive Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Note Registrar duly executed by such Holder or by its attorney, duly authorized in writing.  In addition, the requesting Holder must provide any additional certifications, documents and information, as applicable, required pursuant to the following provisions of this Section 312(e).

(1)Restricted Definitive Notes to Restricted Definitive Notes.  Any Restricted Definitive Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Definitive Note if the Note Registrar receives the following:

(A)if the transfer will be made pursuant to Rule 144A, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof;

(B)if the transfer will be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and

(C)if the transfer will be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable.

(2)Restricted Definitive Notes to Unrestricted Definitive Notes. Any Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Definitive Note if:

55

(1)such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (i) a Broker-Dealer, (ii) a Person participating in the distribution of the Exchange Notes or (iii) a Person who is an affiliate (as defined in Rule 144) of the Company;

(2)any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement;

(3)any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or

(4)the Note Registrar receives the following:

(x)if the Holder of such Restricted Definitive Notes proposes to exchange such Notes for an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or

(y)if the Holder of such Restricted Definitive Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Definitive Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof;

and, in each such case set forth in this subparagraph (D), if the Note Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Note Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act.

(3)Unrestricted Definitive Notes to Unrestricted Definitive Notes.  A Holder of Unrestricted Definitive Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Definitive Note.  Upon receipt of a request to register such a transfer, the Note Registrar shall register the Unrestricted Definitive Notes pursuant to the instructions from the Holder thereof.

(f)Exchange Offer.  Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company will issue and, upon receipt of an Company Order in accordance with Section 202 hereof, the Trustee will authenticate:

(1)one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes accepted for exchange in the Exchange Offer by Persons that certify in the applicable Letters of Transmittal that (A) they are not Broker-Dealers, (B) they are not participating in a distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the Company; and

56

(2)Unrestricted Definitive Notes in an aggregate principal amount equal to the principal amount of the Restricted Definitive Notes accepted for exchange in the Exchange Offer by Persons that certify in the applicable Letters of Transmittal that (A) they are not Broker-Dealers, (B) they are not participating in a distribution of the Exchange Notes and (C) they are not affiliates (as defined in Rule 144) of the Company.

Concurrently with the issuance of such Notes, the Trustee will cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Company will execute and the Trustee will authenticate and deliver to the Persons designated by the Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the appropriate principal amount.

(g)Cancellation and/or Adjustment of Global Notes.  At such time as all beneficial interests in a particular Global Note have been exchanged for Definitive Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note will be returned to or retained and canceled by the Trustee in accordance with Section 309 hereof.  At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note or for Definitive Notes, the principal amount of Notes represented by such Global Note will be reduced accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who will take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note will be increased accordingly and an endorsement will be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase.

(h)General Provisions Relating to Transfers and Exchanges.

(1)To permit registrations of transfers and exchanges, the Company will execute and the Trustee will authenticate Global Notes and Definitive Notes upon receipt of an Company Order in accordance with Section 202 hereof or at the Note Registrar’s request.

(2)No service charge will be made to a Holder of a beneficial interest in a Global Note or to a Holder of a Definitive Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 304, 903, 1017, 1018 and 1107 hereof.

(3)The Note Registrar will not be required to register the transfer of or exchange of any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part.

(4)All Global Notes and Definitive Notes issued upon any registration of transfer or exchange of Global Notes or Definitive Notes will be the valid obligations of the

57

Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Definitive Notes surrendered upon such registration of transfer or exchange.

(5)Neither the Note Registrar nor the Company will be required:

(A)to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of Notes under Section 1104 hereof and ending at the close of business on the day of such mailing;

(B)to register the transfer of or to exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part; or

(C)to register the transfer of or to exchange a Note between a record date and the next succeeding interest payment date.

(6)Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary.

(7)The Trustee will authenticate Global Notes and Definitive Notes in accordance with the provisions of Section 202 hereof.

(8)All certifications, certificates and Opinions of Counsel required to be submitted to the Note Registrar pursuant to this Section 312 to effect a registration of transfer or exchange may be submitted by facsimile.

(9)The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Note (including any transfers between or among Depositary Participants or beneficial owners of interests in any Global Note) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by the terms of, this Indenture, and to examine the same to determine compliance as to form with the express requirements hereof.

(10)Neither the Trustee nor any Agent shall have any responsibility for any actions taken or not taken by the Depositary.

SECTION 313.  [INTENTIONALLY DELETED].

SECTION 314.  [INTENTIONALLY DELETED].

58

SECTION 315.  CUSIP Numbers. The Company in issuing the Notes may use “CUSIP” numbers (if then generally in use) in addition to serial numbers, and, if so, the Trustee shall use such “CUSIP” numbers in addition to serial numbers in notices of redemption, repurchase or other notices to Holders as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such CUSIP numbers either as printed on the Notes or as contained in any notice of a redemption or repurchase and that reliance may be placed only on the serial or other identification numbers printed on the Notes, and any such redemption or repurchase shall not be affected by any defect in or omission of such numbers.  The Company will promptly notify the Trustee in writing of any change in the CUSIP numbers.

SECTION 316.  Issuance of Additional Notes. The Company may, subject to Section 1011 of this Indenture, issue additional Notes having identical terms and conditions to the Initial Notes issued on the Issue Date (the “Additional Notes”). The Initial Notes issued on the Issue Date and any Additional Notes subsequently issued shall be treated as a single class for all purposes under this Indenture.  Exchange Notes issued in exchange for Initial Notes issued on the Issue Date and Exchange Notes issued for any Additional Notes subsequently issued shall be treated as a single class for all purposes under this Indenture.

ARTICLE FOUR

SATISFACTION AND DISCHARGE

SECTION 401.  Satisfaction and Discharge of Indenture. This Indenture shall upon Company Request cease to be of further effect (except as to surviving rights of registration of transfer or exchange of Notes expressly provided for herein or pursuant hereto) and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture when:

(1)either,

(a)all Notes theretofore authenticated and delivered (other than (i) Notes which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 306 and (ii) Notes for whose payment money has theretofore been deposited in trust with the Trustee or any Paying Agent or segregated and held in trust by the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 1003) have been delivered to the Trustee for cancellation; or

(b)all such Notes not theretofore delivered to the Trustee for cancellation,

(i)have become due and payable by reason of the making of a notice of redemption pursuant to Section 1105 or otherwise, or

(ii)will become due and payable at their Stated Maturity within one year, or

59

(iii)are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company,

and the Company or any Guarantor, in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation, for principal (and premium, if any) and interest to the date of such deposit (in the case of Notes which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;

(2)no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit) with respect to this Indenture or the Notes shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit shall not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound;

(3)the Company has paid or caused to be paid all sums payable by it under this Indenture;

(4)the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at the Stated Maturity or the Redemption Date, as the case may be; and

(5)the Company has delivered to the Trustee an Officers Certificate and an Opinion of Counsel, each stating that all conditions precedent herein to the satisfaction and discharge of this Indenture have been complied with.

Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 607, the obligations of the Company to any Authenticating Agent under Section 612 and, if money or Government Securities shall have been deposited with the Trustee pursuant to subclause (b) of clause (1) of this Section, the obligations of the Trustee under Section 402 and the last paragraph of Section 1003 shall survive such satisfaction and discharge.

SECTION 402.  Application of Trust Money.

Subject to the provisions of the last paragraph of Section 1003, all money or Government Securities deposited with the Trustee pursuant to Section 401 shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal (and premium, if any) and interest for whose payment such money or Government Securities has been

60

deposited with the Trustee; but such money or Government Securities need not be segregated from other funds except to the extent required by law.

If the Trustee or Paying Agent is unable to apply any money or Government Securities in accordance with Section 401 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s and any Guarantor’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 401 until such time as the Trustee or Paying Agent is permitted to apply all such money or Government Securities in accordance with Section 401; provided that if the Company has made any payment of principal of, premium, if any, or interest on any Notes because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

ARTICLE FIVE

REMEDIES

SECTION 501.  Events of Default. “Event of Default”, wherever used herein, means one of the following events (whatever the reason for such Event of Default and whether it shall be occasioned by the provisions of Article Fourteen or be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(1)default in payment when due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes issued under this Indenture whether or not such payment shall be prohibited by Article Fourteen hereof;

(2)default for 30 days or more in the payment when due of interest on or with respect to the Notes issued under this Indenture whether or not such payment shall be prohibited by Article Fourteen hereof;

(3)failure by the Company or any Subsidiary Guarantor for 30 days after receipt of written notice given by the Trustee or the Holders of at least 30% in principal amount of the Notes then outstanding and issued under this Indenture to comply with any of its other agreements in this Indenture or the Notes;

(4)default under any mortgage, indenture or instrument under which there is issued or by which there is secured or evidenced any Indebtedness for money borrowed by the Company or any Restricted Subsidiary or the payment of which is guaranteed by the Company or any Restricted Subsidiary, other than Indebtedness owed to the Company or a Restricted Subsidiary, whether such Indebtedness or guarantee now exists or is created after the issuance of the Notes, if both

(A)such default either (x) results from the failure to pay any such Indebtedness at its stated final maturity (after giving effect to any applicable grace

61

periods) or (y) relates to an obligation other than the obligation to pay principal of any such Indebtedness at its stated final maturity and results in the holder or holders of such Indebtedness causing such Indebtedness to become due prior to its stated maturity and

(B)the principal amount of such Indebtedness, together with the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $25.0 million or more at any one time outstanding;

(5)failure by the Company or any Significant Subsidiary to pay final judgments aggregating in excess of $25.0 million, which final judgments remain unpaid, undischarged and unstayed for a period of more than 60 days after such judgment becomes final, and in the event such judgment is covered by insurance, an enforcement proceeding has been commenced by any creditor upon such judgment or decree which is not promptly stayed;

(6)any of the following events with respect to the Company or any Significant Subsidiary:

(A)the Company or any Significant Subsidiary pursuant to or within the meaning of any Bankruptcy Law

(i)commences a voluntary case;

(ii)consents to the entry of an order for relief against it in an involuntary case;

(iii)consents to the appointment of a Custodian of it or for any substantial part of its property;

(iv)takes any comparable action under any foreign laws relating to insolvency; or

(B)a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(i)is for relief against the Company or any Significant Subsidiary in an involuntary case;

(ii)appoints a Custodian of the Company or any Significant Subsidiary or for any substantial part of its property; or

(iii)orders the winding up or liquidation of the Company or any Significant Subsidiary;

and the order or decree remains unstayed and in effect for 60 days; or

62

(7)the Guarantee of any Significant Subsidiary shall for any reason cease to be in full force and effect or be declared null and void or any responsible officer of any Guarantor that is a Significant Subsidiary, as the case may be, denies that it has any further liability under its Guarantee or gives notice to such effect, other than by reason of the termination of this Indenture or the release of any such Guarantee in accordance with this Indenture.

SECTION 502.  Acceleration of Maturity; Rescission and Annulment. If an Event of Default (other than an Event of Default specified in Section 501(6) above) occurs and is continuing, then and in every such case the Trustee or the Holders of at least 30% in principal amount of the Outstanding Notes issued under this Indenture may declare the principal, premium, if any, interest and any other monetary obligations on all the Outstanding Notes to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders); provided, however, that, so long as any Indebtedness permitted to be incurred under this Indenture as part of the Senior Credit Facilities or the Senior Unsecured Term Loan shall be outstanding, no such acceleration shall be effective until the earlier of

(1)acceleration of any such Indebtedness under such Senior Credit Facilities or the Senior Unsecured Term Loan, as the case may be, or

(2)five Business Days after the giving of written notice of such acceleration to the Company and the administrative agent under each of such Senior Credit Facilities and the Senior Unsecured Term Loan.

Upon the effectiveness of such declaration, such principal and interest will be due and payable immediately.  Notwithstanding the foregoing, if an Event of Default specified in Section 501(6) above occurs and is continuing, then the principal amount of all Outstanding Notes shall ipso facto become and be immediately due and payable without any notice, declaration or other act on the part of the Trustee or any Holder.

At any time after a declaration of acceleration has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter provided in this Article, the Holders of a majority in aggregate principal amount of the Outstanding Notes, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if:

(a)the Company has paid or deposited with the Trustee a sum sufficient to pay:

(A)all overdue interest on all Outstanding Notes,

(B)all unpaid principal of (and premium, and Special Interest, if any, on) any Outstanding Notes which has become due otherwise than by such declaration of acceleration, and interest on such unpaid principal at the rate borne by the Notes,

(C)to the extent that payment of such interest is lawful, interest on overdue interest at the rate borne by the Notes, and

63

(D)all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and

(b)Events of Default, other than the non-payment of amounts of principal of (or premium, if any, on) or interest on Notes which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 513,

no such rescission shall affect any subsequent default or impair any right consequent thereon.

Notwithstanding the preceding paragraph, in the event of any Event of Default specified in Section 501(4) above, such Event of Default and all consequences thereof (excluding any resulting payment default) shall be annulled, waived and rescinded, automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose,

(x)the Indebtedness or guarantee that is the basis for such Event of Default has been discharged, or

(y)the holders thereof have rescinded or waived the acceleration, notice or action (as the case may be) giving rise to such Event of Default, or

(z)if the default that is the basis for such Event of Default has been cured.

Upon a determination by the Company that the Senior Credit Facilities are no longer in effect, the Company shall promptly give to the Trustee written notice thereof, which notice shall be countersigned by the Agent. Unless and until the Trustee shall have received such written notice with respect to the Senior Credit Facilities, the Trustee, subject to the TIA Sections 315(a) through 315(d), shall be entitled in all respects to assume that the Senior Credit Facilities are in effect (unless a Responsible Officer of the Trustee shall have actual knowledge to the contrary).

SECTION 503.  Collection of Indebtedness and Suits for Enforcement by Trustee.

The Company covenants that if:

(a)default is made in the payment of any installment of interest on any Note when such interest becomes due and payable and such default continues for a period of 30 days, or

(b)default is made in the payment of the principal of (or premium, or Special Interest, if any, on) any Note at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to the Trustee for the benefit of the Holders of such Notes, the whole amount then due and payable on such Notes for principal (and premium, if any) and interest, and interest on any overdue principal (and premium, if any) and, to the extent that payment of such interest shall be legally enforceable, upon any overdue

64

installment of interest, at the rate borne by the Notes, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own name as trustee of an express trust, may institute a judicial proceeding for the collection of the sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce the same against the Company, any Guarantor or any other obligor upon the Notes and collect the moneys adjudged or decreed to be payable in the manner provided by law out of the property of the Company, any Guarantor or any other obligor upon the Notes, wherever situated.

If an Event of Default occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders under this Indenture and the Guarantees by such appropriate judicial proceedings as the Trustee shall deem necessary to protect and enforce any such rights, including seeking recourse against any Guarantor, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy, including but without limitation, seeking recourse against any Guarantor.

SECTION 504.  Trustee May File Proofs of Claim.

In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other obligor including any Guarantor, upon the Notes or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of whether the principal of the Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal, premium, if any, or interest) shall be entitled and empowered, by intervention in such proceeding or otherwise,

(i)to file and prove a claim for the whole amount of principal (and premium, if any) and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and of the Holders allowed in such judicial proceeding, and

(ii)to collect and receive any moneys or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay the Trustee any amount due it for the reasonable compensation, expenses,

65

disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 607.

Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding.

SECTION 505.  Trustee May Enforce Claims Without Possession of Notes.

All rights of action and claims under this Indenture or the Notes may be prosecuted and enforced by the Trustee without the possession of any of the Notes or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name and as trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders in respect of which such judgment has been recovered.

SECTION 506.  Application of Money Collected.

Subject to Article Fourteen, any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal (or premium, if any) or interest, upon presentation of the Notes and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

FIRST:  To the payment of all amounts due the Trustee under Section 607;

SECOND:  To the payment of the amounts then due and unpaid for principal of (and premium, if any) and interest on the Notes in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Notes for principal (and premium, if any) and interest, respectively; and

THIRD:  The balance, if any, to the Company or any other obligor on the Notes, as their interests may appear or as a court of competent jurisdiction may direct in writing; provided that all sums due and owing to the Holders and the Trustee have been paid in full as required by this Indenture.

SECTION 507.  Limitation on Suits.

No Holder of any Notes shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:

(1)such Holder has previously given written notice to the Trustee of a continuing Event of Default;

66

(2)the Holders of not less than 30% in principal amount of the Outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;

(3)such Holder or Holders have offered to the Trustee indemnity reasonably satisfactory to it against the costs, expenses and liabilities to be incurred in compliance with such request;

(4)the Trustee for 30 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

(5)no direction inconsistent with such written request has been given to the Trustee during such 30-day period by the Holders of a majority or more in principal amount of the Outstanding Notes;

it being understood and intended that no one or more Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture or the Guarantees to affect, disturb or prejudice the rights of any other Holders, or to obtain or to seek to obtain priority or preference over any other Holders or to enforce any right under this Indenture or the Guarantees, except in the manner herein provided and for the equal and ratable benefit of all the Holders (it being further understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Holders).

SECTION 508.  Unconditional Right of Holders to Receive Principal, Premium and Interest.

Notwithstanding any other provision in this Indenture, the Holder of any Note shall have the right, which is absolute and unconditional, to receive payment, as provided herein (including, if applicable, Article Eleven) and in such Note of the principal of (and premium, if any) and (subject to Section 307) interest on such Note on the respective Stated Maturities expressed in such Note (or, in the case of redemption, on the Redemption Date) and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

SECTION 509.  Restoration of Rights and Remedies.

If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture or the Guarantees and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, any Guarantor, any other obligor of the Notes, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

SECTION 510.  Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in the last paragraph of Section 306, no right or remedy

67

herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.  The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

SECTION 511.  Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein.  Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be.

SECTION 512.  Control by Holders.

The Holders of not less than a majority in principal amount of the Outstanding Notes shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, provided that:

(1)such direction shall not be in conflict with any rule of law or with this Indenture,

(2)subject to Section 315 of the Trust Indenture Act, the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and

(3)the Trustee need not take any action which might involve it in personal liability or be unjustly prejudicial to the Holders not consenting.

SECTION 513.  Waiver of Past Defaults.

Subject to Sections 508 and 902 and the last paragraph of Section 502, the Holders of not less than a majority in principal amount of the Outstanding Notes may on behalf of the Holders of all such Notes waive any past Default hereunder and its consequences, except a continuing Default or Event of Default (1) in respect of the payment of interest on, premium, if any, or the principal of any such Note held by a non-consenting Holder, or (2) in respect of a covenant or provision hereof which under Article Nine cannot be modified or amended without the consent of the Holder of each Outstanding Note affected.

Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured, for every purpose of this Indenture, but no such waiver shall extend to any subsequent or other Default or Event of Default or impair any right consequent thereon.

68

SECTION 514.  Waiver of Stay or Extension Laws.

Each of the Company, the Guarantors and any other obligor on the Notes covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and each of the Company, the Guarantors and any other obligor on the Notes (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE SIX

THE TRUSTEE

SECTION 601.  Duties of the Trustee.

(a)Except during the continuance of a Default or an Event of Default,

(1)the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(2)in the absence of bad faith or willful misconduct on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture; but in the case of any such certificates or opinions specifically required by any provision hereof to be provided to it, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Indenture, but not to verify the contents thereof.

(b)In case a Default or an Event of Default has occurred and is continuing of which a Responsible Officer of the Trustee has actual knowledge or of which written notice of such Default or Event of Default shall have been given to the Trustee by the Company, any other obligor of the Notes or by any Holder, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.

(c)No provision of this Indenture shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that

(1)this paragraph (c) shall not be construed to limit the effect of paragraph (a) of this Section;

69

(2)the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts;

(3)the Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Holders of a majority in aggregate principal amount of the Outstanding Notes relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under this Indenture; and

(4)no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(d)Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

SECTION 602.  Notice of Defaults.

Within thirty days after the earlier of receipt from the Company of notice of the occurrence of any Default or Event of Default hereunder or the date when such Default or Event of Default becomes known to the Trustee, the Trustee shall transmit, in the manner and to the extent provided in TIA Section 313(c), notice of such Default or Event of Default hereunder known to the Trustee, unless such Default or Event of Default shall have been cured or waived; provided, however, that, except in the case of a Default or Event of Default in the payment of the principal of (or premium, if any, on) or interest on any Note, the Trustee shall be protected in withholding such notice if and so long as a trust committee of Responsible Officers of the Trustee in good faith determine that the withholding of such notice is in the interest of the Holders.

SECTION 603.  Certain Rights of Trustee.

Subject to the provisions of TIA Sections 315(a) through 315(d):

(1)the Trustee may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document (whether in original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper party or parties;

(2)any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board Resolution;

70

(3)whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificate;

(4)the Trustee may consult with counsel of its own selection and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

(5)the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses, losses and liabilities which might be incurred by it in compliance with such request or direction;

(6)the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the expense of the Company and shall incur no liability of any kind by reason of such inquiry or investigation;

(7)the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;

(8)the Trustee shall not be liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture;

(9)the rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder; and

(10)the Trustee may request that the Company deliver an Officers’ Certificate substantially in the Form of Exhibit G hereto setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

71

The Trustee shall not be required to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

SECTION 604.  Trustee Not Responsible for Recitals or Issuance of Notes.

The recitals contained herein and in the Notes, except for the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and the Trustee assumes no responsibility for their correctness.  The Trustee makes no representations as to the validity or sufficiency of this Indenture or of the Notes, except that the Trustee represents that it is duly authorized to execute and deliver this Indenture, authenticate the Notes and perform its obligations hereunder and that the statements made by it in a Statement of Eligibility on Form T-1 supplied to the Company are true and accurate, subject to the qualifications set forth therein.  The Trustee shall not be accountable for the use or application by the Company of Notes or the proceeds thereof.

SECTION 605.  May Hold Notes.

The Trustee, any Paying Agent, any Note Registrar or any other agent of the Company or of the Trustee, in its individual or any other capacity, may become the owner or pledgee of Notes and, subject to TIA Sections 310(b) and 311, may otherwise deal with the Company with the same rights it would have if it were not the Trustee, Paying Agent, Note Registrar or such other agent; provided, however, that, if it acquires any conflicting interest, it must eliminate such conflict within 90 days, apply to the Commission for permission to continue or resign.

SECTION 606.  Money Held in Trust.

Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law.  The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing with the Company.

SECTION 607.  Compensation and Reimbursement.

The Company agrees:

(1)to pay to the Trustee from time to time such compensation as shall be agreed in writing between the Company and the Trustee for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(2)except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as shall be determined to have been caused by its own negligence or willful misconduct; and

72

(3)to indemnify the Trustee and any predecessor Trustee for, and to hold it harmless against, any and all loss, liability, claim, damage or expense, including taxes (other than the taxes based on the income of the Trustee) incurred without negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of this trust, including the costs and expenses of defending itself against any claim regardless of whether the claim is asserted by the Company, a Guarantor, a Holder or any other Person or liability in connection with the exercise or performance of any of its powers or duties hereunder.

The obligations of the Company under this Section to compensate the Trustee, to pay or reimburse the Trustee for expenses, disbursements and advances and to indemnify and hold harmless the Trustee shall constitute additional indebtedness hereunder and shall survive the satisfaction and discharge of this Indenture and resignation or removal of the Trustee.  As security for the performance of such obligations of the Company, the Trustee shall have a claim prior to the Notes upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of principal of (and premium, if any) or interest on particular Notes.

When the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section 501(6), the expenses (including the reasonable charges and expenses of its counsel) of and the compensation for such services are intended to constitute expenses of administration under any applicable Federal or State bankruptcy, insolvency or other similar law.

The provisions of this Section shall survive the termination of this Indenture.

SECTION 608.  Corporate Trustee Required; Eligibility.

There shall be at all times a Trustee hereunder which shall be eligible to act as Trustee under TIA Section 310(a)(1) and shall have a combined capital and surplus of at least $50,000,000.  If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of Federal, State, territorial or District of Columbia supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.  If at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

SECTION 609.  Resignation and Removal; Appointment of Successor.

(a)No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 610.

(b)The Trustee may resign at any time by giving written notice thereof to the Company.  Upon receiving such notice of resignation, the Company shall promptly appoint a successor trustee by written instrument executed by authority of the Board of Directors, a copy

73

of which shall be delivered to the resigning Trustee and a copy to the successor trustee.  If the instrument of acceptance by a successor Trustee required by Section 610 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee.

(c)The Trustee may be removed at any time by Act of the Holders of not less than a majority in principal amount of the Outstanding Notes, delivered to the Trustee and to the Company.  If the instrument of acceptance by a successor Trustee required by Section 610 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee.

(d)If at any time:

(1)the Trustee shall fail to comply with the provisions of TIA Section 310(b) after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Note for at least six months, or

(2)the Trustee shall cease to be eligible under Section 608 and shall fail to resign after written request therefor by the Company or by any Holder who has been a bona fide Holder of a Note for at least six months, or

(3)the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation,

then, in any such case, (i) the Company, by a Board Resolution, may remove the Trustee, or (ii) subject to TIA Section 315(e), any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

(e)If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, the Company, by a Board Resolution, shall promptly appoint a successor Trustee.  If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Notes delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment, become the successor Trustee and supersede the successor Trustee appointed by the Company.  If no successor Trustee shall have been so appointed by the Company or the Holders and accepted appointment in the manner hereinafter provided, any Holder who has been a bona fide Holder of a Note for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee.

(f)The Company shall give notice of each resignation and each removal of the Trustee and each appointment of a successor Trustee to the Holders in the manner provided

74

for in Section 106.  Each notice shall include the name of the successor Trustee and the address of its Corporate Trust Office.

SECTION 610.  Acceptance of Appointment by Successor.

(a)Every successor Trustee appointed hereunder shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.  Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts.

(b)Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all rights, powers and trusts referred to in paragraph (a) of this Section.

(c)No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article.

SECTION 611.  Merger, Conversion, Consolidation or Succession to Business.

Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto.  In case any Notes shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Notes so authenticated with the same effect as if such successor Trustee had itself authenticated such Notes.  In case at that time any of the Notes shall not have been authenticated, any successor Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor Trustee.  In all such cases such certificates shall have the full force and effect which this Indenture provides for the certificate of authentication of the Trustee shall have; provided, however, that the right to adopt the certificate of authentication of any predecessor Trustee or to authenticate Notes in the name of any predecessor Trustee shall apply only to its successor or successors by merger, conversion or consolidation.

SECTION 612.  Appointment of Authenticating Agent.

At any time when any of the Notes remain Outstanding, the Trustee may appoint an Authenticating Agent or Agents with respect to the Notes which shall be authorized to act on

75

behalf of the Trustee to authenticate Notes and the Trustee shall give written notice of such appointment to all Holders of Notes with respect to which such Authenticating Agent will serve, in the manner provided for in Section 106.  Notes so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder.  Any such appointment shall be evidenced by an instrument in writing signed by a Responsible Officer of the Trustee, and a copy of such instrument shall be promptly furnished to the Company.  Wherever reference is made in this Indenture to the authentication and delivery of Notes by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent.  Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any state thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or state authority.  If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.  If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect specified in this Section.

Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to all or substantially all the corporate agency or corporate trust business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.

An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company.  The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company.  Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give written notice of such appointment to all Holders of Notes, in the manner provided for in Section 106.  Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent.  No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.

The Company agrees to pay to each Authenticating Agent from time to time such compensation for its services under this Section as shall be agreed in writing between the Company and such Authenticating Agent.

76

If an appointment is made pursuant to this Section, the Notes may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternate certificate of authentication in the following form:

This is one of the Notes designated therein referred to in the within-mentioned Indenture.

THE BANK OF NEW YORK TRUST COMPANY, N.A.
	as Trustee
By:
		as Authenticating Agent
By:
		as Authorized Officer

ARTICLE SEVEN

HOLDERS LISTS AND REPORTS BY TRUSTEE AND COMPANY

SECTION 701.  Company to Furnish Trustee Names and Addresses.

The Company will furnish or cause to be furnished to the Trustee

(a)semiannually, not more than 10 days after each Regular Record Date, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders as of such Regular Record Date; and

(b)at such other times as the Trustee may reasonably request in writing, within 30 days after receipt by the Company of any such request, a list of similar form and content to that in paragraph (a) hereof as of a date not more than 15 days prior to the time such list is furnished;

provided, however, that if and so long as the Trustee shall be the Note Registrar, no such list need be furnished.

SECTION 702.  Disclosure of Names and Addresses of Holders.

Every Holder of Notes, by receiving and holding the same, agrees with the Company and the Trustee that none of the Company or the Trustee or any agent of either of them shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Holders in accordance with TIA Section 312, regardless of the source from which such information was derived, and that the Trustee shall not be held accountable by reason of mailing any material pursuant to a request made under TIA Section 312(b).

77

SECTION 703.  Reports by Trustee.

Within 60 days after May 15 of each year commencing with the first May 15 after the first issuance of Notes pursuant to this Indenture, the Trustee shall transmit to the Holders of Notes (with a copy to the Company at the Place of Payment), in the manner and to the extent provided in TIA Section 313(c), a brief report dated as of such May 15 if required by TIA Section 313(a).

ARTICLE EIGHT

MERGER, CONSOLIDATION OR SALE OF ALL OR SUBSTANTIALLY ALL ASSETS

SECTION 801.  Company May Consolidate, Etc., Only on Certain Terms.

The Company may not consolidate or merge with or into or wind up into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to any Person unless:

(1)the Company is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Person, as the case may be, being herein called the “Successor Company”);

(2)the Successor Company, if other than the Company, expressly assumes all the obligations of the Company under this Indenture and the Notes pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(3)immediately after such transaction no Default or Event of Default exists;

(4)immediately after giving pro forma effect to such transaction, as if such transaction had occurred at the beginning of the applicable four-quarter period,

(A)the Successor Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 1011(a) or

(B)the Fixed Charge Coverage Ratio for the Successor Company and the Restricted Subsidiaries would be greater than such Ratio for the Company and the Restricted Subsidiaries immediately prior to such transaction;

(5)each Guarantor, unless it is the other party to the transactions described above, in which case Section 802(2) below shall apply, shall have by supplemental

78

indenture confirmed that its Guarantee shall apply to such Person’s obligations under this Indenture and the Notes; and

(6)the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture.

The Successor Company shall succeed to, and be substituted for the Company under this Indenture and the Notes. Notwithstanding clauses (3) and (4) above,

(a)any Restricted Subsidiary may consolidate with, merge into or transfer all or part of its properties and assets to the Company and

(b)the Company may merge with an Affiliate incorporated solely for the purpose of reincorporating the guarantor or the Company in another State of the United States so long as the amount of Indebtedness of the Company and the Restricted Subsidiaries is not increased thereby.

SECTION 802.  Subsidiary Guarantors May Consolidate, Etc., Only on Certain Terms.

Subject to Section 1015(b), each Subsidiary Guarantor shall not, and the Company shall not permit any Subsidiary Guarantor to, consolidate or merge with or into or wind up into (whether or not such Subsidiary Guarantor is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person unless:

(A)(1)   such Subsidiary Guarantor is the surviving corporation or the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation organized or existing under the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Subsidiary Guarantor or such Person, as the case may be, being herein called the “Successor Person”);

(2)the Successor Person, if other than such Subsidiary Guarantor, expressly assumes all the obligations of such Subsidiary Guarantor under this Indenture and such Subsidiary Guarantor’s Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;

(3)immediately after such transaction no Default or Event of Default exists; and

(4)the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with this Indenture; or

(B)the transaction is made in compliance with Section 1018.

79

Subject to Section 1015(b) hereof, the Successor Person shall succeed to, and be substituted for, such Subsidiary Guarantor under this Indenture and such Subsidiary Guarantor’s Guarantee.  Notwithstanding the foregoing, any Subsidiary Guarantor may merge into or transfer all or part of its properties and assets to another Subsidiary Guarantor or the Company.

SECTION 803.  Successor Substituted.

Upon any consolidation or merger, or any sale, assignment, conveyance, transfer, lease or disposition of all or substantially all of the assets of the Company or any Guarantor in accordance with Sections 801 and 802 hereof, the successor Person formed by such consolidation or into which the Company or such Guarantor, as the case may be, is merged or the successor Person to which such sale, assignment, conveyance, transfer, lease or disposition is made, shall succeed to, and be substituted for, and may exercise every right and power of, the Company or such Guarantor, as the case may be, under this Indenture and/or the Guarantees, as the case may be, with the same effect as if such successor Person had been named as the Company or such Guarantor, as the case may be, herein and/or the Guarantees, as the case may be. When a successor Person assumes all obligations of its predecessor hereunder, the Notes or the Guarantees, as the case may be, such predecessor shall be released from all obligations; provided  that in the event of a transfer or lease, the predecessor shall not be released from the payment of principal and interest or other obligations on the Notes or the Guarantees, as the case may be.

ARTICLE NINE

SUPPLEMENTAL INDENTURES

SECTION 901.  Amendments or Supplements Without Consent of Holders.

Without the consent of any Holders, the Company, any Guarantor (with respect to a Guarantee or this Indenture to which it is a party), when authorized by Board Resolutions of their respective Board of Directors, and the Trustee, at any time and from time to time, may amend or supplement this Indenture, any Guarantee or the Notes, in form satisfactory to the Trustee, for any of the following purposes:

(1)to cure any ambiguity, omission, defect or inconsistency;

(2)to provide for uncertificated Notes in addition to or in place of certificated Notes;

(3)to comply with Article Eight hereof;

(4)to evidence the succession of another Person to the Company or to any Guarantor and to provide the assumption of the Company’s or such Guarantor’s obligations to Holders;

80

(5)to make any change that would provide any additional rights or benefits to the Holders or that does not adversely affect the legal rights under this Indenture of any such Holder;

(6)to add covenants for the benefit of the Holders or to surrender any right or power conferred in this Indenture upon the Company;

(7)to comply with requirements of the Commission in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act;

(8)to evidence and provide for the acceptance and appointment under this Indenture of a successor Trustee pursuant to the requirements of Sections 609 and 610;

(9)to provide for the issuance of Exchange Notes or private exchange notes, which are identical to Exchange Notes except that they are not freely transferable;

(10)to add a Guarantor under this Indenture or to release the Parent’s Guarantee; or

(11)to conform the text of this Indenture, Guarantees or the Notes to any provision of the “Description of Notes” section of the Offering Circular to the extent that such provision in the “Description of Notes” was intended to be a verbatim recitation of a provision of this Indenture, the Guarantees or the Notes.

SECTION 902.  Amendments, Supplements or Waivers with Consent of Holders.

With the consent of the Holders of not less than a majority in principal amount of the Outstanding Notes, by Act of said Holders delivered to the Company and the Trustee, the Company, any Guarantor (with respect to any Guarantee or this Indenture to which it is a party), when authorized by Board Resolutions of their respective Board of Directors, and the Trustee may amend or supplement this Indenture, any Guarantee or the Notes for the purpose of adding any provisions hereto or thereto, changing in any manner or eliminating any of the provisions or of modifying in any manner the rights of the Holders hereunder or thereunder (including, without limitation, consents obtained in connection with a purchase of, or tender offer or Exchange Offer for, the Notes) and any existing Default, Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of not less than a majority in principal amount of the Outstanding Notes, other than Notes beneficially owned by the Company or its Affiliates (including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for Notes); provided, however, that no such amendment, supplement or waiver shall, without the consent of the Holder of each Outstanding Note affected thereby:

(1)reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver,

(2)reduce the principal of or change the Maturity of any such Note or alter or waive the provisions with respect to the redemption of the Notes (other than Sections 1017 and 1018),

81

(3)reduce the rate of or change the time for payment of interest on any Note,

(4)waive a Default or Event of Default in the payment of principal of or premium, if any, or interest on the Notes issued under this Indenture, except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of such Notes and a waiver of the Payment Default that resulted from such acceleration, or in respect of a covenant or provision contained in this Indenture or any guarantee which cannot be amended or modified without the consent of all Holders,

(5)make any Note payable in money other than that stated in such Notes,

(6)make any change in Section 513 or the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes,

(7)make any change in these amendment, supplement and waiver provisions,

(8)impair the right of any Holder to receive payment of principal of, or interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes or

(9)make any change in Article Fourteen of this Indenture that would adversely affect the Holders.

SECTION 903.  Execution of Amendments, Supplements or Waivers.

In executing, or accepting the additional trusts created by, any amendment, supplement or waiver permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be provided with, and shall be fully protected in relying upon, an Officers’ Certificate and Opinion of Counsel stating that the execution of such amendment, supplement or waiver is authorized or permitted by this Indenture.  The Trustee may, but shall not be obligated to, enter into any such amendment, supplement or waiver which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

SECTION 904.  Effect of Amendments, Supplements or Waivers.

Upon the execution of any supplemental indenture under this Article, this Indenture shall be modified in accordance therewith, and such amendment, supplement or waiver shall form a part of this Indenture for all purposes; and every Holder of Notes theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

SECTION 905.  Conformity with Trust Indenture Act.

Every supplemental indenture executed pursuant to the Article shall conform to the requirements of the Trust Indenture Act as then in effect.

82

SECTION 906.  Reference in Notes to Supplemental Indentures.

Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and shall if required by the Trustee, bear a notation in form approved by the Trustee as to any matter provided for in such supplemental indenture.  If the Company shall so determine, new Notes so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Notes.

SECTION 907.  Notice of Supplemental Indentures.

Promptly after the execution by the Company, any Guarantor and the Trustee of any supplemental indenture pursuant to the provisions of Section 902, the Company shall give notice thereof to the Holders of each Outstanding Note affected, in the manner provided for in Section 106, setting forth in general terms the substance of such supplemental indenture.

ARTICLE TEN

COVENANTS

SECTION 1001.  Payment of Principal, Premium, if any, and Interest.

The Company covenants and agrees for the benefit of the Holders that it will duly and punctually pay the principal of (and premium, if any) and interest and Special Interest, if any, on the Notes in accordance with the terms of the Notes and this Indenture.

SECTION 1002.  Maintenance of Office or Agency.

The Company will maintain in The City of New York, an office or agency where Notes may be presented or surrendered for payment, where Notes may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served.  The designated office of the Trustee shall be such office or agency of the Company, unless the Company shall designate and maintain some other office or agency for one or more of such purposes.  The Company will give prompt written notice to the Trustee of any change in the location of any such office or agency.  If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.

The Company may also from time to time designate one or more other offices or agencies (in or outside of The City of New York) where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind any such designation; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in The City of New York for such purposes.  The Company will give prompt written notice to the Trustee of any such designation or rescission and any change in the location of any such other office or agency.

83

SECTION 1003.  Money for Notes Payments to Be Held in Trust.

If the Company shall at any time act as its own Paying Agent, it will, on or before each due date of the principal of (or premium, if any) or Special Interest, if any, or interest on any of the Notes, segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal of (or premium, if any) or interest so becoming due until such sums shall be paid to such Persons or otherwise disposed of as herein provided and will promptly notify the Trustee of its action or failure so to act.

Whenever the Company shall have one or more Paying Agents for the Notes, it will, on or before each due date of the principal of (or premium, if any) or interest on any Notes, deposit with a Paying Agent a sum sufficient to pay the principal (and premium, if any) or interest so becoming due, such sum to be held in trust for the benefit of the Persons entitled to such principal, premium or interest, and (unless such Paying Agent is the Trustee) the Company will promptly notify the Trustee of such action or any failure so to act.

The Company will cause each Paying Agent (other than the Trustee) to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will:

(1)hold all sums held by it for the payment of the principal of (and premium, if any) or interest on Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid to such Persons or otherwise disposed of as herein provided;

(2)give the Trustee notice of any default by the Company (or any other obligor upon the Notes) in the making of any payment of principal (and premium, if any) or interest; and

(3)at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent.

The Company may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, pay, or by Company Order direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further liability with respect to such sums.

Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of (or premium, if any) or interest on any Note and remaining unclaimed for two years after such principal, premium or interest has become due and payable shall be paid to the Company on Company Request, or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as Trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, shall at the expense of the

84

Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

SECTION 1004.  Corporate Existence.

Subject to Article Eight, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect the corporate existence and that of each Restricted Subsidiary and the corporate rights (charter and statutory) and franchises of the Company and each Restricted Subsidiary; provided, however, that the Company shall not be required to preserve any such right or franchise if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Subsidiaries as a whole.

SECTION 1005.  Payment of Taxes and Other Claims.

The Company will pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (a) all taxes, assessments and governmental charges levied or imposed upon the Company or any Subsidiary or upon the income, profits or property of the Company or any Subsidiary and (b) all lawful claims for labor, materials and supplies, which, if unpaid, might by law become a lien upon the property of the Company or any Subsidiary; provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which appropriate reserves, if necessary (in the good faith judgment of management of the Company) are being maintained in accordance with GAAP.

SECTION 1006.  Maintenance of Properties.

The Company will cause all properties owned by the Company or any Restricted Subsidiary or used or held for use in the conduct of its business or the business of any Restricted Subsidiary to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this Section shall prevent the Company from discontinuing the maintenance of any of such properties if such discontinuance is, in the judgment of the Company, desirable in the conduct of its business or the business of any Restricted Subsidiary.

SECTION 1007.  Insurance.

The Company will at all times keep all of its and its Subsidiaries properties which are of an insurable nature insured with insurers, believed by the Company to be responsible, against loss or damage to the extent that property of similar character is usually so insured by corporations similarly situated and owning like properties.

85

SECTION 1008.  Statement by Officers as to Default.

(a)The Company will deliver to the Trustee within 120 days after the end of each fiscal year, an Officers’ Certificate stating that a review of the activities of the Company and its Restricted Subsidiaries during the preceding quarter or the preceding fiscal year, as the case may be, has been made under the supervision of the signing officers with a view to determining whether it has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill its obligations under this Indenture and further stating, as to each such officer signing such certificate, that, to the best of his or her knowledge, the Company during such preceding quarter or the preceding fiscal year, as the case may be, has kept, observed, performed and fulfilled, and has caused each of its Restricted Subsidiaries to keep, observe, perform and fulfill each and every such covenant contained in this Indenture and no Default or Event of Default occurred during such quarter or year, as the case may be, and at the date of such certificate there is no Default or Event of Default which has occurred and is continuing or, if such signers do know of such Default or Event of Default, the certificate shall describe its status, with particularity and that, to the best of his or her knowledge, no event has occurred and remains by reason of which payments on the account of the principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action each is taking or proposes to take with respect thereto.  The Officers’ Certificate shall also notify the Trustee should the Company elect to change the manner in which it fixes its fiscal year-end.  For purposes of this Section 1008(a), such compliance shall be determined without regard to any period of grace or requirement of notice under this Indenture.

(b)(i) When any Default or Event of Default has occurred and is continuing under this Indenture, or (ii) if the trustee for or the holder of any other evidence of Indebtedness of the Company or any Restricted Subsidiary gives any notice or takes any other action with respect to a claimed default (other than with respect to Indebtedness in the principal amount of less than $25,000,000), the Company shall deliver to the Trustee by registered or certified mail or facsimile transmission an Officers’ Certificate specifying such event, notice or other action within five Business Days of its occurrence.

SECTION 1009.  Reports and Other Information.

(a)The Company shall file with the Commission (and make available to the Trustee and Holders (without exhibits), without cost to each Holder, within 15 days after it files with the Commission):

(1)within 90 days (or the successor time period then in effect under the rules and regulations of the Exchange Act) after the end of each fiscal year, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form;

(2)within 45 days (or the successor time period then in effect under the rules and regulations of the Exchange Act) after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q, containing the information required to be contained therein, or any successor or comparable form;

86

(3)promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; and

(4)any other information, documents and other reports which the Company would be required to file with the Commission if it were subject to Section 13 or 15(d) of the Exchange Act;

provided that the Company shall not be so obligated to file such reports with the Commission if the Commission does not permit such filing, in which event the Company shall make available such information to prospective purchasers of the Notes, in addition to providing such information to the Trustee and the Holders in each case within 15 days after the time the Company would be required to file such information with the Commission, if it were subject to Sections 13 or 15(d) of the Exchange Act.

Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates).

For so long as the Parent is a Guarantor of the Notes, this Indenture will permit the Company to satisfy its obligations under this Section 1009 with respect to financial information relating to the Company by furnishing financial information relating to the Parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Parent, on the one hand, and the information relating to the Company and the Restricted Subsidiaries on a standalone basis, on the other hand.

(b)Notwithstanding the foregoing, such requirements shall be deemed satisfied prior to the commencement of the Exchange Offer or the effectiveness of the Shelf Registration statement by the filing with the Commission of the Exchange Offer Registration Statement and/or Shelf Registration Statement within the time periods specified in the Registration Rights Agreement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act.

SECTION 1010.  Limitation on Restricted Payments.

(a)The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly:

(1)declare or pay any dividend or make any distribution on account of the Company’s or any Restricted Subsidiary’s Equity Interests, including any dividend or distribution payable in connection with any merger or consolidation other than

(A)dividends or distributions by the Company payable in Equity Interests (other than Disqualified Stock) of the Company or in options, warrants or other rights to purchase such Equity Interests or

87

(B)dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Subsidiary other than a Wholly Owned Subsidiary, the Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities;

(2)purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of the Company or any direct or indirect parent of the Company, including in connection with any merger or consolidation;

(3)make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness, other than,

(x)Indebtedness permitted under clauses (8) and (9) of Section 1011(b), or

(y)the purchase, repurchase or other acquisition of Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition; or

(4)make any Restricted Investment;

(all such payments and other actions set forth in clauses (1) through (4) above being collectively referred to as “Restricted Payments”), unless, at the time of such Restricted Payment:

(A)no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof;

(B)immediately after giving effect to such transaction on a pro forma basis, the Company could incur $1.00 of additional Indebtedness under Section 1011(a); and

(C)such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by clauses (1), (2) (with respect to the payment of dividends on Refunding Capital Stock pursuant to clause (B) thereof only), (5), (6)(A) and (C) and (9) of Section 1010(b), but excluding all other Restricted Payments permitted by Section 1010(b)), is less than the sum of

(1)50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the Issue Date, to the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit, plus

88

(2)100% of the aggregate net cash proceeds and the fair market value, as determined in good faith by the Board of Directors, of marketable securities or other property received by the Company since immediately after the Issue Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or preferred stock pursuant to Section 1011(b)(14) from the issue or sale of:

(x)Equity Interests of the Company, including Retired Capital Stock (as defined below), but excluding cash proceeds and the fair market value, as determined in good faith by the Board of Directors, of marketable securities or other property received from the sale of

(A)Equity Interests to members of management, directors or consultants of the Company, any direct or indirect parent corporation of the Company and the Company’s Subsidiaries after the Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with Section 1010(b)(4) and

(B)Designated Preferred Stock

and to the extent actually contributed to the Company, Equity Interests of the Company’s direct or indirect parent corporations (excluding contributions of the proceeds from the sale of Designated Preferred Stock of such corporations) or

(y)debt securities of the Company that have been converted into such Equity Interests of the Company;

provided, however, that this clause (2) shall not include the proceeds from (a) Refunding Capital Stock (as defined below), (b) Equity Interests or converted debt securities of the Company sold to a Restricted Subsidiary or the Company, as the case may be, (c) Disqualified Stock or debt securities that have been converted into Disqualified Stock or (d) Excluded Contributions, plus

(3)100% of the aggregate amount of cash and the fair market value, as determined in good faith by the Board of Directors, of marketable securities or other property contributed to the capital of the Company following the Issue Date (other than net cash proceeds to the extent such net cash proceeds have been used to incur Indebtedness, Disqualified Stock or preferred stock pursuant to Section 1011(b)(14)) (other than by a Restricted Subsidiary and other than by any Excluded Contributions), plus

(4)100% of the aggregate amount received in cash and the fair market value, as determined in good faith by the Board of Directors, of marketable securities or other property received by means of

89

(A)the sale or other disposition (other than to the Company or a Restricted Subsidiary) of Restricted Investments made by the Company and its Restricted Subsidiaries and repurchases and redemptions of such Restricted Investments from the Company and its Restricted Subsidiaries and repayments of loans or advances which constitute Restricted Investments by the Company and its Restricted Subsidiaries or

(B)the sale (other than to the Company or a Restricted Subsidiary) of the stock of an Unrestricted Subsidiary or a distribution from an Unrestricted Subsidiary (other than in each case to the extent the Investment in such Unrestricted Subsidiary was made by the Company or a Restricted Subsidiary pursuant to clause (10) of Section 1010(b) or to the extent such Investment constituted a Permitted Investment) or a dividend from an Unrestricted Subsidiary plus

(5)in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary, the fair market value of the Investment in such Unrestricted Subsidiary, as determined by the Board of Directors in good faith or if, in the case of an Unrestricted Subsidiary, such fair market value may exceed $25.0 million, in writing by an independent investment banking firm of nationally recognized standing, at the time of the redesignation of such Unrestricted Subsidiary as a Restricted Subsidiary, other than an Unrestricted Subsidiary to the extent the Investment in such Unrestricted Subsidiary was made by the Company or a Restricted Subsidiary pursuant to clause (10) of Section 1010(b) or to the extent such Investment constituted a Permitted Investment.

(b)The foregoing provisions shall not prohibit:

(1)the payment of any dividend within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Indenture;

(2)(A) the redemption, repurchase, retirement or other acquisition of any Equity Interests (“Retired Capital Stock”) or Subordinated Indebtedness of the Company, or any Equity Interests of any direct or indirect parent corporation of the Company, in exchange for, or out of the proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary) of, Equity Interests of the Company (in each case, other than any Disqualified Stock) (“Refunding Capital Stock”) and (B) if immediately prior to the retirement of Retired Capital Stock, the declaration and payment of dividends thereon was permitted under clause (6) of this Section 1010(b), the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any direct or indirect parent corporation of the Company) in an aggregate amount per year no greater than the aggregate amount of dividends per annum that was declarable and payable on such Retired Capital Stock immediately prior to such retirement;

90

(3)the redemption, repurchase or other acquisition or retirement of Subordinated Indebtedness of the Company made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the Company which is incurred in compliance with Section 1011 so long as

(A)the principal amount of such new Indebtedness does not exceed the principal amount of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired for value, plus the amount of any reasonable premium required to be paid under the terms of the instrument governing the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired,

(B)such Indebtedness is subordinated to Senior Indebtedness and the Notes at least to the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, acquired or retired for value,

(C)such Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired and

(D)such Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired;

(4)a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of common Equity Interests of the Company or any of its direct or indirect parent corporations held by any future, present or former employee, director or consultant of the Company, any of its Subsidiaries or any of its direct or indirect parent corporations pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement; provided, however, that the aggregate Restricted Payments made under this clause (4) do not exceed in any calendar year $10.0 million (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $20.0 million in any calendar year); provided further that such amount in any calendar year may be increased by an amount not to exceed

(A)the cash proceeds from the sale of Equity Interests of the Company and, to the extent contributed to the Company, Equity Interests of any of the Company’s direct or indirect parent corporations, in each case to members of management, directors or consultants of the Company, any of its Subsidiaries or any of its direct or indirect parent corporations that occurs after the Issue Date, to the extent the cash proceeds from the sale of such Equity Interests have not otherwise been applied to the payment of Restricted Payments by virtue of Section 1010(a)(C), plus

(B)the cash proceeds of key man life insurance policies received by the Company and its Restricted Subsidiaries after the Issue Date less

91

(C)the amount of any Restricted Payments previously made pursuant to clauses (A) and (B) of this Section 1010(b);

and provided further that cancellation of Indebtedness owing to the Company from members of management of the Company, any of its direct or indirect parent corporations or any Restricted Subsidiary in connection with a repurchase of Equity Interests of the Company or any of its direct or indirect parent corporations will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of this Indenture;

(5)the declaration and payment of dividends to holders of any class or series of Disqualified Stock of the Company or any other Restricted Subsidiary issued in accordance with the covenant described under Section 1011 to the extent such dividends are included in the definition of Fixed Charges;

(6)(A) the declaration and payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) issued by the Company after the Issue Date;

(B)the declaration and payment of dividends to a direct or indirect parent corporation of the Company, the proceeds of which will be used to fund the payment of dividends to holders of any class or series of Designated Preferred Stock (other than Disqualified Stock) of such parent corporation issued after the Issue Date, provided that the amount of dividends paid pursuant to this clause (B) shall not exceed the aggregate amount of cash actually contributed to the Company from the sale of such Designated Preferred Stock; or

(C)the declaration and payment of dividends on Refunding Capital Stock in excess of the dividends declarable and payable thereon pursuant to clause (2) of this Section 1010(b);

provided, however, in the case of each of (A), (B) and (C) of this clause (6), that for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of issuance of such Designated Preferred Stock or the declaration of such dividends on Refunding Capital Stock, after giving effect to such issuance or declaration on a pro forma basis, the Company and the Restricted Subsidiaries would have had a Fixed Charge Coverage Ratio of at least 2.00 to 1.00;

(7)Investments in Unrestricted Subsidiaries having an aggregate fair market value, taken together with all other Investments made pursuant to this clause (7) that are at the time outstanding, without giving effect to the sale of an Unrestricted Subsidiary to the extent the proceeds of such sale do not consist of cash and/or marketable securities, not to exceed $25.0 million at the time of such Investment (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value);

92

(8)repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;

(9)the payment of dividends on the Company’s Common Stock, following the first public offering of the Company’s Common Stock or the Common Stock of any of its direct or indirect parent corporations after the Issue Date, of up to 6% per annum of the net proceeds received by or contributed to the Company in such public offering, other than public offerings with respect to the Company’s Common Stock registered on Form S-8 and other than any public sale constituting an Excluded Contribution;

(10)Investments that are made with Excluded Contributions;

(11)other Restricted Payments in an aggregate amount not to exceed $30.0 million;

(12)the declaration and payment of dividends by the Company to, or the making of loans to, its direct parent in amounts required for either of their respective direct or indirect parent corporations to pay

(A)franchise taxes and other fees, taxes and expenses required to maintain their corporate existence,

(B)federal, state and local income taxes, to the extent such income taxes are attributable to the income of the Company and the Restricted Subsidiaries and, to the extent of the amount actually received from its Unrestricted Subsidiaries, in amounts required to pay such taxes to the extent attributable to the income of such Unrestricted Subsidiaries,

(C)customary salary, bonus and other benefits payable to officers and employees of any direct or indirect parent corporation of the Company to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Company and the Restricted Subsidiaries, and

(D)general corporate overhead expenses of any direct or indirect parent corporation of the Company to the extent such expenses are attributable to the ownership or operation of the Company and the Restricted Subsidiaries;

(13)distributions or payments of Receivables Fees;

(14)cash dividends or other distributions on the Company’s or any Restricted Subsidiary’s Capital Stock used to fund the Transactions and the fees and expenses related thereto or owed to Affiliates, in each case to the extent permitted by Section 1013; and

(15)the repurchase, redemption or other acquisition or retirement for value of any Subordinated Indebtedness pursuant to the provisions similar to those described under Sections 1017 and 1018 hereof; provided that all senior subordinated notes tendered by holders of the senior subordinated notes in connection with a Change of

93

Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for value;

provided however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (5), (6), and (11) of this Section 1010(b), no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof.

(c)As of the time of issuance of the Notes, all of the Company’s Subsidiaries shall be Restricted Subsidiaries. The Company shall not permit any Unrestricted Subsidiary to become a Restricted Subsidiary except pursuant to the last sentence of the definition of “Unrestricted Subsidiary” in Section 101 of this Indenture.  For purposes of designating any Restricted Subsidiary as an Unrestricted Subsidiary, all outstanding Investments by the Company and its Restricted Subsidiaries (except to the extent repaid) in the Subsidiary so designated shall be deemed to be Restricted Payments in an amount determined as set forth in the last sentence of the definition of “Investment.” Such designation will be permitted only if a Restricted Payment in such amount would be permitted at such time, whether pursuant to Section 1010(a) or under clauses (7), (10) or (11) of Section 1010(b), or pursuant to the definition of “Permitted Investments,” and if such Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Unrestricted Subsidiaries shall not be subject to any of the restrictive covenants set forth in this Indenture.

SECTION 1011.  Limitation on Incurrence of Indebtedness and Issuance ofDisqualified Stock.

(a)The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, (collectively, “incur” and collectively, an “incurrence”) with respect to any Indebtedness (including Acquired Indebtedness) and the Company shall not issue any shares of Disqualified Stock and shall not permit any Restricted Subsidiary to issue any shares of Disqualified Stock or preferred stock; provided, however, that the Company may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred stock, if the Fixed Charge Coverage Ratio for the Company’s and the Restricted Subsidiaries’ most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock or preferred stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided that the amount of Indebtedness (other than Acquired Indebtedness), Disqualified Stock and preferred stock that may be incurred pursuant to the foregoing by Restricted Subsidiaries that are not Guarantors of the Notes shall not exceed $35.0 million at any one time outstanding.

(b)The foregoing limitations shall not apply to:

(1)the incurrence of Indebtedness under Credit Facilities (other than the Senior Unsecured Term Loan) by the Company or any of the Restricted Subsidiaries and the

94

issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof), up to an aggregate principal amount of $805.0 million outstanding at any one time; provided, however, that the aggregate amount of Indebtedness incurred by Restricted Subsidiaries (other than Guarantors) pursuant to this clause (1) and clause (2) below may not exceed $150.0 million outstanding at any one time;

(2)the incurrence of the Senior Unsecured Term Loan, up to an aggregate principal amount of $100.0 million outstanding at any one time, by the Company or, subject to the proviso in clause (1) above, any of the Restricted Subsidiaries;

(3)the incurrence by the Company and any Guarantor of Indebtedness represented by the Notes (including any Guarantee);

(4)Existing Indebtedness (other than Indebtedness described in clauses (1),  (2) and (3) above);

(5)Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and preferred stock incurred by the Company or any of its Restricted Subsidiaries, to finance the purchase, lease or improvement of property (real or personal) or equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets, in an aggregate principal amount which, when aggregated with the principal amount of all other Indebtedness, Disqualified Stock and preferred stock then outstanding and incurred pursuant to this clause (5) and including all Refinancing Indebtedness incurred to refund, refinance or replace any other Indebtedness, Disqualified Stock and preferred stock incurred pursuant to this clause (5), does not exceed the greater of (x) $75.0 million and (y) 7.5% of Total Assets.

(6)Indebtedness incurred by the Company or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including without limitation letters of credit in respect of workers’ compensation claims, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; provided, however, that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence;

(7)Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that

(A)such Indebtedness is not reflected on the balance sheet of the Company or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet

95

shall not be deemed to be reflected on such balance sheet for purposes of this clause (7)(A)) and

(B)the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Company and the Restricted Subsidiaries in connection with such disposition;

(8)Indebtedness of the Company to a Restricted Subsidiary; provided that any such Indebtedness owing to a non-Guarantor is subordinated in right of payment to the Notes; provided further that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Company or another Restricted Subsidiary) shall be deemed, in each case to be an incurrence of such Indebtedness;

(9)Indebtedness of a Restricted Subsidiary to the Company or another Restricted Subsidiary; provided that:

(A)any such Indebtedness is made pursuant to an intercompany note and

(B)if a Guarantor incurs such Indebtedness to a Restricted Subsidiary that is not the Company or a Guarantor such Indebtedness is subordinated in right of payment to the Guarantee of such Guarantor; provided further that any subsequent transfer of any such Indebtedness (except to the Company or another Restricted Subsidiary) shall be deemed, in each case to be an incurrence of such Indebtedness;

(10)shares of preferred stock of a Restricted Subsidiary issued to the Company or another Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of preferred stock (except to the Company or another Restricted Subsidiary) shall be deemed in each case to be an issuance of such shares of preferred stock;

(11)Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes) for the purpose of limiting:

(A)interest rate risk with respect to any Permitted Indebtedness; or

(B)exchange rate risk with respect to any currency exchange; or

(C)commodity risk;

96

(12)obligations in respect of performance, bid, appeal and surety bonds and completion guarantees provided by the Company or any Restricted Subsidiary in the ordinary course of business;

(13)Indebtedness of any Guarantor in respect of such Guarantor’s Guarantee;

(14)Indebtedness, Disqualified Stock and preferred stock of the Company or any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and preferred stock then outstanding and incurred pursuant to this clause (14), does not at any one time outstanding exceed the sum of:

(x)$125.0 million; and

(y)100% of the net cash proceeds received by the Company since immediately after the Issue Date from the issue or sale of Equity Interests of the Company or cash contributed to the capital of the Company (in each case other than proceeds of Disqualified Stock or sales of Equity Interests to the Company or any of its Subsidiaries) as determined in accordance with clauses (C)(2) and (C)(3) of Section 1010(a) to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments or to make other investments, payments or exchanges pursuant to Section 1010(b) or to make Permitted Investments (other than Permitted Investments specified in clauses (a) and (c) of the definition thereof),

provided further, however, that the aggregate amount of Indebtedness, Disqualified Stock and preferred stock incurred by Restricted Subsidiaries (other than Guarantors) pursuant to this clause (14) may not exceed $50.0 million outstanding at any one time (it being understood that any Indebtedness, Disqualified Stock or preferred stock incurred pursuant to this clause (14) shall cease to be deemed incurred or outstanding for purposes of this clause (14) but shall be deemed incurred for the purposes of Section 1011(a) from and after the first date on which the Company or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or preferred stock under Section 1011(a) without reliance on this clause (14);

(15)(A)any guarantee by the Company or a Guarantor of Indebtedness or other obligations of any Restricted Subsidiary so long as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of this Indenture, or

(B)any guarantee by a Restricted Subsidiary of Indebtedness of the Company, provided that such guarantee is incurred in accordance with Section 1015;

(16)the incurrence by the Company or any Restricted Subsidiary of Indebtedness, Disqualified Stock or preferred stock which serves to refund or refinance any Indebtedness, Disqualified Stock or preferred stock incurred as permitted under Section 1011 (a) and clauses (3) and (4) above, this clause (16) and clause (17) below or any Indebtedness, Disqualified Stock or preferred stock issued to so refund or refinance such

97

Indebtedness, Disqualified Stock or preferred stock including additional Indebtedness, Disqualified Stock or preferred stock incurred to pay premiums and fees in connection therewith (the “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness

(A)has a Weighted Average Life to Maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or preferred stock being refunded or refinanced,

(B)to the extent such Refinancing Indebtedness refinances (i) Indebtedness subordinated or pari passu to the Notes or any Guarantee of the Notes, such Refinancing Indebtedness is subordinated or pari passu to the Notes or such Guarantee at least to the same extent as the Indebtedness being refinanced or refunded or (ii) Disqualified Stock or preferred stock, such Refinancing Indebtedness must be Disqualified Stock or preferred stock, respectively and

(C)shall not include (x) Indebtedness, Disqualified Stock or preferred stock of a Subsidiary that refinances Indebtedness, Disqualified Stock or preferred stock of the Company, (y) Indebtedness, Disqualified Stock or preferred stock of a Subsidiary that is not a Guarantor that refinances Indebtedness, Disqualified Stock or preferred stock of a Guarantor or (z) Indebtedness, Disqualified Stock or preferred stock of the Company or a Restricted Subsidiary that refinances Indebtedness, Disqualified Stock or preferred stock of an Unrestricted Subsidiary;

and provided further that subclause (A) above of this clause (16) shall not apply to any refunding or refinancing of any Senior Indebtedness;

(17)Indebtedness, Disqualified Stock or preferred stock of Persons that are acquired by the Company or any Restricted Subsidiary or merged into the Company or a Restricted Subsidiary in accordance with the terms of this Indenture; provided that such Indebtedness, Disqualified Stock or preferred stock is not incurred in contemplation of such acquisition or merger; and provided further that after giving effect to such acquisition or merger, either

(A)the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 1011(a), or

(B)the Fixed Charge Coverage Ratio is greater than immediately prior to such acquisition or merger.

(18)Indebtedness arising from the honoring by a bank or other financial  institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within two Business Days of its incurrence;

98

(19)Indebtedness of the Company or any Restricted Subsidiary supported by a letter of credit issued pursuant to the Senior Credit Facilities, in a principal amount not in excess of the stated amount of such letter of credit; and

(20)Indebtedness of the Company or any Restricted Subsidiary consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business.

(c)For purposes of determining compliance with this Section 1011, in the event that an item of Indebtedness, Disqualified Stock or Preferred Stock meets the criteria of more than one of the categories of permitted Indebtedness, Disqualified Stock or Preferred Stock described in clauses (1) through (20) of this Section 1011(b) or is entitled to be incurred pursuant to Section 1011(a), the Company shall, in its sole discretion, classify or reclassify such item of Indebtedness in any manner that complies with this Section 1011 and such item of Indebtedness, Disqualified Stock or Preferred Stock shall be treated as having been incurred pursuant to only one of such clauses of this Section 1011(b) or pursuant to Section 1011(a) except as otherwise set forth in clause (14) of this Section 1011(b). Accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness, Disqualified Stock or Preferred Stock shall not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this Section 1011.

(d)For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.

(e)The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing.

SECTION 1012.  Limitation on Liens.

The Company shall not, and shall not permit any Subsidiary Guarantor to, directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) that secures obligations under any Senior Subordinated Indebtedness or Subordinated Indebtedness on any asset or property of the Company or such Subsidiary Guarantor, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless the Notes (or a Guarantee in the case of Liens of a Subsidiary Guarantor) are equally and ratably secured with, or

99

senior to, in the event the Lien relates to Subordinated Indebtedness, the obligations so secured until such time as such obligations are no longer secured by a Lien.

SECTION 1013.  Limitations on Transactions with Affiliates.

(a)The Company shall not, and shall not permit any Restricted Subsidiary to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each of the foregoing, an “Affiliate Transaction”) involving aggregate payments or consideration in excess of $5.0 million, unless

(1)such Affiliate Transaction is on terms that are not materially less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Restricted Subsidiary with an unrelated Person and

(2)the Company delivers to the Trustee with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate payments or consideration in excess of $10.0 million, a resolution adopted by the majority of the Board of Directors approving such Affiliate Transaction and set forth in an Officers’ Certificate certifying that such Affiliate Transaction complies with clause (1) above.

(b)The foregoing provisions will not apply to the following:

(1)transactions between or among the Company and/or any of the Restricted Subsidiaries;

(2)Restricted Payments permitted by Section 1010 and the definition of “Permitted  Investment”;

(3)the payment of management, consulting, monitoring and advisory fees and related expenses to Kohlberg Kravis Roberts & Co. L.P. and its Affiliates;

(4)the payment of reasonable and customary fees paid to, and indemnities provided on behalf of, officers, directors, employees or consultants of the Company, any of its direct or indirect parent corporations or any Restricted Subsidiary;

(5)payments by the Company or any Restricted Subsidiary to Kohlberg Kravis Roberts & Co. L.P., and its Affiliates made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which payments are approved by a majority of the Board of Directors of the Company in good faith;

(6)transactions in which the Company or any Restricted Subsidiary, as the case may be, delivers to the Trustee a letter from an Independent Financial Advisor stating that

100

such transaction is fair to the Company or such Restricted Subsidiary from a financial point of view or meets the requirements of Section 1013(a)(1);

(7)payments or loans (or cancellation of loans) to employees or consultants of the Company, any of its direct or indirect parent corporations or any Restricted Subsidiary which are approved by a majority of the Board of Directors of the Company in good faith;

(8)any agreement as in effect as of the Issue Date, or any amendment thereto (so long as any such amendment is not disadvantageous to the holders in any material respect);

(9)the existence of, or the performance by the Company or any of its Restricted Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the Issue Date and any similar agreements which it may enter into thereafter; provided, however, that the existence of, or the performance by the Company or any Restricted Subsidiary of obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the Issue Date shall only be permitted by this clause (9) to the extent that the terms of any such amendment or new agreement are not otherwise disadvantageous to the Holders in any material respect;

(10)the Transactions and the payment of all fees and expenses related to the Transactions, in each case as disclosed in the Offering Circular;

(11)transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business and otherwise in compliance with the terms of this Indenture which are fair to the Company and the Restricted Subsidiaries, in the reasonable determination of the Board of Directors of the Company or the senior management thereof, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated party;

(12)the issuance of Equity Interests (other than Disqualified Stock) of the Company to any Permitted Holder or to any director, officer, employee or consultant; and

(13)sales of accounts receivable, or participations therein, in connection with any Receivables Facility.

SECTION 1014.  Limitations on Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.

The Company shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to:

(a) (1) pay dividends or make any other distributions to the Company or any Restricted Subsidiary on its Capital Stock or, with respect to any other interest or participation in, or measured by, its profits, or (2) pay any Indebtedness owed to the Company or any Restricted Subsidiary;

101

(b)make loans or advances to the Company or any Restricted Subsidiary; or

(c)sell, lease or transfer any of its properties or assets to the Company or any Restricted Subsidiary,

except (in each case) for such encumbrances or restrictions existing under or by reason of:

(1)contractual encumbrances or restrictions in effect on the Issue Date, including, without limitation, pursuant to the Senior Credit Facilities, the Senior Unsecured Term Loan and their related documentation;

(2)this Indenture and the Notes;

(3)purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature discussed in clause (c) above on the property so acquired;

(4)applicable law or any applicable rule, regulation or order;

(5)any agreement or other instrument of a Person acquired by the Company or any Restricted Subsidiary in existence at the time of such acquisition (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired;

(6)contracts for the sale of assets, including, without limitation, customary restrictions with respect to a Subsidiary pursuant to an agreement that has been entered into for the sale or disposition of all or substantially all of the Capital Stock or assets of such Subsidiary;

(7)secured Indebtedness otherwise permitted to be incurred pursuant to Sections 1011 and 1012 that limit the right of the debtor to dispose of the assets securing such Indebtedness;

(8)restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business;

(9)other Indebtedness, Disqualified Stock or preferred stock of Restricted Subsidiaries permitted to be incurred subsequent to the Issue Date pursuant to Section 1011;

(10)customary provisions in joint venture agreements and other similar agreements;

(11)customary provisions contained in leases and other agreements entered into in the ordinary course of business;

102

(12)any encumbrances or restrictions of the type referred to in clauses (a), (b) and (c) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (1) through (11) above, provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Board of Directors of the Company no more restrictive with respect to such encumbrance and other restrictions than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and

(13)restrictions created in connection with any Receivables Facility that, in the good faith determination of the Board of Directors of the Company, are necessary or advisable to effect such Receivables Facility.

SECTION 1015.  Limitation on Guarantees of Indebtedness by Restricted Subsidiaries.

(a)The Company shall not permit any Restricted Subsidiary that is a Domestic Subsidiary, other than a Guarantor or a special-purpose Restricted Subsidiary formed in connection with Receivables Facilities, to guarantee the payment of any Indebtedness of the Company or any other Guarantor unless:

(1)such Restricted Subsidiary simultaneously executes and delivers supplemental indentures to this Indenture providing for a guarantee of payment of the Notes by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Company or any Guarantor:

(A)if the Notes or such Guarantor’s Guarantee of the Notes are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indentures shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness under this Indenture and

(B)if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee of the Notes, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes;

(2)such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its guarantee; and

(3)such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that

103

(A)such Guarantee of the Notes has been duly executed and authorized, and

(B)such Guarantee of the Notes constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity;

provided that this Section 1015(a) shall not be applicable to any guarantee of any Restricted Subsidiary that

(x)existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary.

(y)guarantees the payment of Obligations of the Company or any Restricted Subsidiary under the Senior Credit Facilities, the Senior Unsecured Term Loan or any other Senior Indebtedness and any refunding, refinancing or replacement thereof, in whole or in part, provided that such refunding, refinancing or replacement thereof constitutes Senior Indebtedness and provided further that any such Senior Indebtedness and any refunding, refinancing or replacement thereof is not incurred pursuant to a registered offering of securities under the Securities Act or a private placement of securities (including under Rule 144A) pursuant to an exemption from the registration requirements of the Securities Act, which private placement provides for registration rights under the Securities Act.

(b)Notwithstanding the foregoing and the other provisions of this Indenture, any Guarantee by a Restricted Subsidiary of the Notes shall provide by its terms that it shall be automatically and unconditionally released and discharged upon

(1)any sale, exchange or transfer (by merger or otherwise) of all of the Company’s Capital Stock in such Guarantor (including any sale, exchange or transfer following which the applicable Guarantor is no longer a Restricted Subsidiary) or all or substantially all the assets of such Guarantor, which sale, exchange or transfer is made in compliance with the applicable provisions of this Indenture,

(2)the release or discharge of the guarantee by such Restricted Subsidiary which resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee, or

(3)if the Company properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary.

(c)Notwithstanding any other provisions of this Indenture, the Parent may be released from all of its obligations under its Guarantee and shall cease to be a Guarantor for all purposes under this Indenture, including without limitation Article Twelve, at the option of the Company and the Parent at any time following the Issue Date.

104

SECTION 1016.  Limitation on Other Senior Subordinated Indebtedness.

The Company shall not, and shall not permit any Subsidiary Guarantor to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) that is subordinate in right of payment to any Indebtedness of the Company or any Subsidiary Guarantor, as the case may be, unless such Indebtedness is either

(a)equal in right of payment with the Notes or such Subsidiary Guarantor’s Guarantee, as the case may be, or

(b)subordinate in right of payment to the Notes or such Subsidiary Guarantor’s Guarantee, as the case may be.

No such Indebtedness shall be considered to be senior by virtue of being secured on a first or junior priority basis.

SECTION 1017.  Change of Control.

(a)If a Change of Control occurs, the Company shall make an offer to purchase all of the Notes pursuant to the offer described below (the “Change of Control Offer”) at a price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Special Interest, if any, to the date of purchase, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date. Within 30 days following any Change of Control, the Company shall send notice of such Change of Control Offer by first class mail, with a copy to the Trustee, to each Holder to the address of such Holder appearing in the Note Register with a copy to the Trustee, with the following information:

(1)a Change of Control Offer is being made pursuant to this Section 1017 and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment;

(2)the purchase price and the purchase date, which will be no earlier than 30 days nor later than 60 days from the date such notice is mailed (the “Change of Control Payment Date”);

(3)any Note not properly tendered will remain outstanding and continue to accrue interest;

(4)unless the Company defaults in the payment of the Change of Control Payment, all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date;

(5)Holders electing to have any Notes purchased pursuant to a Change of Control Offer will be required to surrender the Notes, with the form entitled “Option of Holder to Elect Purchase” on the reverse of the Notes completed, to the Paying Agent specified in the notice at the address specified in the notice prior to the close of business on the third business day preceding the Change of Control Payment Date;

105

(6)Holders will be entitled to withdraw their tendered Notes and their election to require the Company to purchase such Notes, provided that the Paying Agent receives, not later than the close of business on the last day of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder of the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing his tendered Notes and his election to have such Notes purchased; and

(7)that Holders whose Notes are being purchased only in part will be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which unpurchased portion must be equal to $1,000 in principal amount or an integral multiple thereof.

(b)While the Notes are in global form and the Company makes an offer to purchase all of the Notes pursuant to the Change of Control Offer, a Holder may exercise its option to elect for the purchase of the Notes through the facilities of Depositary, Euroclear and Clearstream Banking, subject to their rules and regulations.

(c)Prior to complying with the provisions of this Section 1017, but in any event within 30 days following a Change of Control, the Company shall either repay all its outstanding Senior Indebtedness that prohibits it from repurchasing Notes in a Change of Control Offer or obtain the requisite consents, if any, under any outstanding Senior Indebtedness in each case necessary to permit the repurchase of the Notes required by this Section 1017, provided that the failure to repay such Indebtedness or obtain such consent shall not affect the obligation to make a Change of Control Offer.

(d)The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to a Change of Control Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof.

(e)On the Change of Control Payment Date, the Company shall, to the extent permitted by law,

(1)accept for payment all Notes or portions thereof properly tendered pursuant to the Change of Control Offer,

(2)deposit with the Paying Agent an amount equal to the aggregate Change of Control Payment in respect of all Notes or portions thereof so tendered and

(3)deliver, or cause to be delivered, to the Trustee for cancellation the Notes so accepted together with an Officers’ Certificate stating that such Notes or portions thereof have been tendered to and purchased by the Company.

(f)The Paying Agent shall promptly mail to each Holder the Change of Control Payment for such Notes, and the Trustee will promptly authenticate and mail to each

106

Holder a new Note equal in principal amount to any unpurchased portion of the Notes surrendered, if any, provided, that each such new Note shall be in a principal amount of $1,000 or an integral multiple thereof. The Company shall publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

SECTION 1018.  Asset Sales.

(a)The Company shall not, and shall not permit any Restricted Subsidiary to, cause, make or suffer to exist an Asset Sale, unless:

(1)the Company or such Restricted Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (as determined in good faith by the Company) of the assets sold or otherwise disposed of and

(2)except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents; provided that the amount of

(A)any liabilities (as shown on the Company’s, or such Restricted Subsidiary’s, most recent balance sheet or in the Notes thereto) of the Company or any Restricted Subsidiary, other than liabilities that are by their terms subordinated to the Notes, that are assumed by the transferee of any such assets and for which the Company and all Restricted Subsidiaries have been validly released by all creditors in writing,

(B)any securities received by the Company or such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the closing of such Asset Sale and

(C)any Designated Non-cash Consideration received by the Company or any Restricted Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Non-cash Consideration received pursuant to this clause (C) that is at that time outstanding, not to exceed the greater of (x) $100.0 million and (y) 10.0% of Total Assets at the time of the receipt of such Designated Non-cash Consideration, with the fair market value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value,

shall be deemed to be cash for purposes of this provision and for no other purpose.

(b)Within 365 days after the Company’s or any Restricted Subsidiary’s receipt of the Net Proceeds of any Asset Sale, the Company or such Restricted Subsidiary, at its option, may apply the Net Proceeds from such Asset Sale

107

(1)to permanently reduce:

(A)Obligations under the Senior Credit Facilities or the Senior Unsecured Term Loan, and to correspondingly reduce commitments with respect thereto,

(B)Obligations under other Senior Indebtedness (and to correspondingly reduce commitments with respect thereto) or Senior Subordinated Indebtedness provided that if the Company shall so reduce Obligations under Senior Subordinated Indebtedness, it shall equally and ratably reduce Obligations under the Notes if the Notes are then prepayable or, if the Notes may not then be prepaid, the Company shall make an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all Holders to purchase their Notes at 100% of the principal amount thereof, plus the amount of accrued but unpaid interest, if any, on the amount of Notes that would otherwise be prepaid, or

(C)Indebtedness of a Restricted Subsidiary which is not a Guarantor, other than Indebtedness owed to the Company or another Restricted Subsidiary,

(2)to an investment in (a) any one or more businesses, provided that such investment in any business is in the form of the acquisition of Capital Stock and results in the Company or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) capital expenditures or (c) acquisitions of other assets, in each of (a), (b) and (c), used or useful in a Similar Business, and/or

(3)to an investment in (a) any one or more businesses, provided that such investment in any business is in the form of the acquisition of Capital Stock and results in the Company or a Restricted Subsidiary, as the case may be, owning an amount of the Capital Stock of such business such that it constitutes a Restricted Subsidiary, (b) properties or (c) other assets that, in each of (a), (b) and (c) replace the businesses, properties and assets that are the subject of such Asset Sale.

(c)Any Net Proceeds from the Asset Sale that are not invested or applied as provided and within the time period set forth in Section 1018(a) shall be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $15.0 million, the Company shall make an offer to all Holders of the Notes, and, if required by the terms of any Pari Passu Indebtedness, to the holders of such Pari Passu Indebtedness, (an “Asset Sale Offer”), to purchase the maximum principal amount of Notes and such Pari Passu Indebtedness, that is an integral multiple of $1,000 that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued and unpaid interest and Special Interest, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in this Indenture. The Company shall commence an Asset Sale Offer with respect to Excess Proceeds within ten Business Days after the date that Excess Proceeds exceeds $15.0 million by mailing the notice required pursuant to the terms of this Indenture, with a copy to the Trustee. To the extent that the aggregate amount of Notes and such Pari Passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes, subject to other covenants contained in this Indenture. If the aggregate principal amount of Notes or the Pari Passu

108

Indebtedness surrendered by such holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and such Pari Passu Indebtedness to be purchased on a pro rata basis based on the accreted value or principal amount of the Notes or such Pari Passu Indebtedness tendered. Upon completion of any such Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

(d)Pending the final application of any Net Proceeds pursuant to this Section 1018, the Company or the applicable Restricted Subsidiary may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner not prohibited by this Indenture.

(e)The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws or regulations are applicable in connection with the repurchase of the Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the provisions of this Indenture, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in this Indenture by virtue thereof.

(f)If less than all of the Notes or such Pari Passu Indebtedness are to be redeemed at any time, selection of such Notes for redemption, will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which such Notes are listed, or, if such Notes are not so listed, on a pro rata basis; provided that no Notes of $1,000 or less shall be purchased or redeemed in part.

(g)Notices of purchase or redemption shall be mailed by first class mail, postage prepaid, at least 30 but not more than 60 days before the purchase or redemption date to each Holder to be purchased or redeemed at such Holder’s registered address. If any Note is to be purchased or redeemed in part only, any notice of purchase or redemption that relates to such Note shall state the portion of the principal amount thereof that has been or is to be purchased or redeemed.

(h)A new Note in principal amount equal to the unpurchased or unredeemed portion of any Note purchased or redeemed in part shall be issued in the name of the Holder thereof upon cancellation of the original Note. On and after the purchase or redemption date, unless the Company defaults in payment of the purchase or Redemption Price, interest shall cease to accrue on Notes or portions thereof purchased or called for redemption.

SECTION 1019.  Waiver of Certain Covenants.

The Company and the Restricted Subsidiaries may omit in any particular instance to comply with any term, provision or condition set forth in or Sections 1004 through 1008, inclusive, if before or after the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Notes, by Act of such Holders, waive such compliance in such instance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver

109

shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect.

SECTION 1020.  Special Interest Notice.

In the event that the Company is required to pay Special Interest to Holders of Notes pursuant to the Registration Rights Agreement, the Company will provide written notice (“Special Interest Notice”) to the Trustee of its obligation to pay Special Interest no later than fifteen days prior to the proposed payment date for the Special Interest, and the Special Interest Notice shall set forth the amount of Special Interest to be paid by the Company on such payment date. The Trustee shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Special Interest, or with respect to the nature, extent, or calculation of the amount of Special Interest owed, or with respect to the method employed in such calculation of the Special Interest.

ARTICLE ELEVEN

REDEMPTION OF NOTES

SECTION 1101.  Right of Redemption.

Except as set forth below, the Notes are not redeemable at the Company’s option until June 15, 2009. From and after June 15, 2009, the Company may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice by first class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Note Register at the Redemption Prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon and Special Interest, if any, to the applicable Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on  June 15 of each of the years indicated below:

Year	Percentage
2009	104.125	%
2010	102.750	%
2011	101.375	%
2012 and thereafter	100.000	%

In addition to the optional redemption of the Notes in accordance with the provisions of the preceding paragraph, at any time prior to June 15, 2007, the Company may, at its option, redeem up to 40% of the aggregate principal amount of Notes issued under this Indenture at a redemption price equal to 108.250% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon and Special Interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest

110

payment date, with the net proceeds of one or more Equity Offerings of the Company or any direct or indirect parent of the Company to the extent such net proceeds are contributed to the Company; provided that at least 60% of the sum of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering.

At any time prior to June 15, 2009, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Special Interest, if any, to the Redemption Date, subject to the rights of Holders on the relevant record date to receive interest due on the relevant interest payment date.

SECTION 1102.  Applicability of Article.

Redemption of Notes at the election of the Company or otherwise, as permitted or required by any provision of this Indenture, shall be made in accordance with such provision and this Article.

SECTION 1103.  Election to Redeem; Notice to Trustee.

The election of the Company to redeem any Notes pursuant to Section 1101 above shall be evidenced by a Board Resolution.  In case of any redemption at the election of the Company, the Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date and of the principal amount of Notes to be redeemed and shall deliver to the Trustee such documentation and records as shall enable the Trustee to select the Notes to be redeemed pursuant to Section 1104.

SECTION 1104.  Selection by Trustee of Notes to Be Redeemed.

If less than all of the notes or such Pari Passu Indebtedness are to be redeemed at any time, selection of such Notes for redemption, will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which such Notes are listed, or, if such Notes are not so listed, on a pro rata basis; provided that no notes of $1,000 or less shall be purchased or redeemed in part.

Notices of purchase or redemption shall be mailed by first class mail, postage prepaid, at least 30 but not more than 60 days before the purchase or redemption date to each Holder of Notes to be purchased or redeemed at such Holder’s registered address. If any Note is to be purchased or redeemed in part only, any notice of purchase or redemption that relates to such Note shall state the portion of the principal amount thereof that has been or is to be purchased or redeemed.

A new Note in principal amount equal to the unpurchased or unredeemed portion of any Note purchased or redeemed in part will be issued in the name of the Holder thereof upon cancellation of the original note. On and after the purchase or Redemption Date, unless the

111

Company defaults in payment of the purchase or Redemption Price, interest shall cease to accrue on notes or portions thereof purchased or called for redemption.

SECTION 1105.  Notice of Redemption.

Notice of redemption shall be given in the manner provided for in Section 106 not less than 30 nor more than 60 days prior to the Redemption Date, to each Holder to be redeemed.

All notices of redemption shall state:

(1)the Redemption Date,

(2)the Redemption Price and the amount of accrued interest to the Redemption Date payable as provided in Section 1107, if any,

(3)if less than all Outstanding Notes are to be redeemed, the identification (and, in the case of a partial redemption, the principal amounts) of the particular Notes to be redeemed,

(4)in case any Note is to be redeemed in part only, the notice which relates to such Note shall state that on and after the Redemption Date, upon surrender of such Note, the holder will receive, without charge, a new Note or Notes of authorized denominations for the principal amount thereof remaining unredeemed,

(5)that on the Redemption Date the Redemption Price (and accrued interest, if any, to the Redemption Date payable as provided in Section 1107) will become due and payable upon each such Note, or the portion thereof, to be redeemed, and that interest thereon will cease to accrue on and after said date,

(6)the place or places where such Notes are to be surrendered for payment of the Redemption Price and accrued interest, if any,

(7)the name and address of the Paying Agent,

(8)that Notes called for redemption must be surrendered to the Paying Agent to collect the Redemption Price,

(9)the CUSIP number, and that no representation is made as to the accuracy or correctness of the CUSIP number, if any, listed in such notice or printed on the Notes, and

(10)the paragraph of the Notes pursuant to which the Notes are to be redeemed.

Notice of redemption of Notes to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company.

112

SECTION 1106.  Deposit of Redemption Price.

Prior to any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 1003) an amount of money sufficient to pay the Redemption Price of, and accrued interest and Special Interest, if any, on, all the Notes which are to be redeemed on that date.

SECTION 1107.  Notes Payable on Redemption Date.

Notice of redemption having been given as aforesaid, the Notes so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified (together with accrued interest and Special Interest, if any, to the Redemption Date), and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Notes shall cease to bear interest.  Upon surrender of any such Note for redemption in accordance with said notice, such Note shall be paid by the Company at the Redemption Price, together with accrued interest and Special Interest, if any, to the Redemption Date; provided, however, that installments of interest whose Stated Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Notes, or one or more Predecessor Notes, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 307.

If any Note called for redemption shall not be so paid upon surrender thereof for redemption, the principal (and premium, if any) shall, until paid, bear interest from the Redemption Date at the rate borne by the Notes.

SECTION 1108.  Notes Redeemed in Part.

Any Note which is to be redeemed only in part (pursuant to the provisions of this Article) shall be surrendered at the office or agency of the Company maintained for such purpose pursuant to Section 1002 (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Note without service charge, a new Note or Notes, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Note so surrendered.

ARTICLE TWELVE

GUARANTEES

SECTION 1201.  Guarantees.

Each Guarantor hereby jointly and severally, unconditionally and irrevocably guarantees the Notes and obligations of the Company hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee, and to the Trustee on behalf

113

of such Holder, that:  (a) the principal of (and premium, if any) and interest on, or Special Interest in respect of, the Notes will be paid in full when due, whether at Stated Maturity, by acceleration or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise, subject, however, in the case of clauses (a) and (b) above, to the limitation set forth in Section 1205 hereof.

Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor.

Each Guarantor hereby waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note except by complete performance of the obligations contained in such Note, this Indenture and such Guarantee.  Each Guarantor acknowledges that the Guarantee is a guarantee of payment and not of collection.  Each of the Guarantors hereby agrees that, in the event of a default in payment of principal (or premium, if any) or interest on such Note, whether at its Stated Maturity, by acceleration, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor’s Guarantee without first proceeding against the Company or any other Guarantor.  Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the Maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders.

If any Holder or the Trustee is required by any court or otherwise to return to the Company or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect.  Each Guarantor further agrees that, as between each Guarantor, on the one hand, and the Holders and the Trustee on the other hand, (x) subject to this Article Twelve, the Maturity of the obligations guaranteed hereby may be accelerated as

114

provided in Article Five hereof for the purposes of the Guarantee of such Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any acceleration of such obligation as provided in Article Five hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of the Guarantee of such Guarantor.

Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation, reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes, whether as a “voidable preference”, “fraudulent transfer” or otherwise, all as though such payment or performance had not been made.  In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. The form of Notation of Guarantee to be executed on each Note by each Guarantor is attached as Exhibit E hereto

SECTION 1202.  Severability.

In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 1203.  Restricted Subsidiaries.

The Company shall cause any Restricted Subsidiary required to guarantee payment of the Notes pursuant to the terms and provisions of Section 1015 to (i) execute and deliver to the Trustee any amendment or supplement to this Indenture in accordance with the provisions of Article Nine of this Indenture pursuant to which such Restricted Subsidiary shall guarantee all of the obligations on the Notes, whether for principal, premium, if any, interest (including interest accruing after the filing of, or which would have accrued but for the filing of, a petition by or against the Company under Bankruptcy Law, whether or not such interest is allowed as a claim after such filing in any proceeding under such law) and other amounts due in connection therewith (including any fees, expenses and indemnities), on an unsecured senior subordinated basis and (ii) deliver to such Trustee an Opinion of Counsel reasonably satisfactory to such Trustee to the effect that such amendment or supplement has been duly executed and delivered by such Restricted Subsidiary and is in compliance with the terms of this Indenture.  Upon the execution of any such amendment or supplement, the obligations of the Guarantors and any such Restricted Subsidiary under their respective Guarantees shall become joint and several and each reference to the “Guarantor” in this Indenture shall, subject to Section 1208, be deemed to refer to all Guarantors, including such Restricted Subsidiary.  Such Guarantee shall be released in accordance with Section 803 and Section 1015(b).

115

SECTION 1204.  Subordination of Guarantees.

The Guarantee issued by any Guarantor shall be unsecured senior subordinated obligations of such Guarantor, ranking pari passu with all other existing and future senior subordinated indebtedness of such Guarantor, if any.  The Indebtedness evidenced by such Guarantee shall be subordinated on the same basis to Senior Indebtedness of such Guarantor as the Notes are subordinated to Senior Indebtedness under Article Fourteen.

SECTION 1205.  Limitation of Guarantors’ Liability.

Each Guarantor and by its acceptance hereof each Holder confirms that it is the intention of all such parties that the guarantee by each such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law or the provisions of its local law relating to fraudulent transfer or conveyance.  To effectuate the foregoing intention, the Holders and each such Guarantor hereby irrevocably agree that the obligations of such Guarantor under its Guarantee shall be limited to the maximum amount that will not, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to this Section 1205, result in the obligations of such Guarantor under its Guarantee constituting such fraudulent transfer or conveyance.

SECTION 1206.  Contribution.

In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree, inter se, that in the event any payment or distribution is made by any Guarantor (a “Funding Guarantor”) under a Guarantee, such Funding Guarantor shall be entitled to a contribution from all other Guarantors in a pro rata amount based on the Adjusted Net Assets (as defined below) of each Guarantor (including the Funding Guarantor) for all payments, damages and expenses incurred by that Funding Guarantor in discharging the Company’s obligations with respect to the Notes or any other Guarantor’s obligations with respect to the Guarantee of such Guarantor.  “Adjusted Net Assets” of such Guarantor at any date shall mean the lesser of (x) the amount by which the fair value of the property of such Guarantor exceeds the total amount of liabilities, including, without limitation, contingent liabilities (after giving effect to all other fixed and contingent liabilities incurred or assumed on such date), but excluding liabilities under the Guarantee of such Guarantor at such date and (y) the amount by which the present fair salable value of the assets of such Guarantor at such date exceeds the amount that will be required to pay the probable liability of such Guarantor on its debts (after giving effect to all other fixed and contingent liabilities incurred or assumed on such date), excluding debt in respect of the Guarantee of such Guarantor, as they become absolute and matured.

SECTION 1207.  Subrogation.

Each Guarantor shall be subrogated to all rights of Holders against the Company in respect of any amounts paid by any Guarantor pursuant to the provisions of Section 1201; provided, however, that, if an Event of Default has occurred and is continuing, no Guarantor

116

shall be entitled to enforce or receive any payments arising out of, or based upon, such right of subrogation until all amounts then due and payable by the Company under this Indenture or the Notes shall have been paid in full.

SECTION 1208.  Reinstatement.

Each Guarantor hereby agrees (and each Person who becomes a Guarantor shall agree) that the Guarantee provided for in Section 1201 shall continue to be effective or be reinstated, as the case may be, if at any time, payment, or any part thereof, of any obligations or interest thereon is rescinded or must otherwise be restored by a Holder to the Company upon the bankruptcy or insolvency of the Company or any Guarantor.

SECTION 1209.  Release of a Guarantor.

Concurrently with the discharge of the Notes under Section 401, the Legal Defeasance of the Notes under Section 1302 hereof, or the Covenant Defeasance of the Notes under Section 1303 hereof, the Guarantors shall be released from all their obligations under their Guarantees under this Article Twelve.  Any Guarantor shall be released from all its obligations under its Guarantee in accordance with Section 803 and Section 1015(b).

SECTION 1210.  Benefits Acknowledged.

Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and from its guarantee and waivers pursuant to its Guarantees under this Article Twelve.

ARTICLE THIRTEEN

DEFEASANCE AND COVENANT DEFEASANCE

SECTION 1301.  Company’s Option to Effect Legal Defeasance or Covenant Defeasance.

The Company may, at its option by Board Resolution, at any time, with respect to the Notes, elect to have either Section 1302 or Section 1303 be applied to all Outstanding Notes upon compliance with the conditions set forth below in this Article Thirteen.

SECTION 1302.  Legal Defeasance and Discharge.

Upon the Company’s exercise under Section 1301 of the option applicable to this Section 1302, each of the Company and the Guarantors shall be deemed to have been discharged from its respective obligations with respect to all Outstanding Notes on the date the conditions set forth in Section 1304 are satisfied (hereinafter, “Legal Defeasance”).  For this purpose, such Legal Defeasance means that each of the Company and the Guarantors shall be deemed to have paid and discharged the entire indebtedness represented by the Outstanding Notes, which shall thereafter be deemed to be “Outstanding” only for the purposes of Section 1305 and the other Sections of this Indenture referred to in (A) and (B) below, and to have satisfied all its other

117

obligations under such Notes and this Indenture insofar as such Notes are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following which shall survive until otherwise terminated or discharged hereunder:  (A) the rights of Holders of Outstanding Notes to receive payments in respect of the principal of (and premium, if any, on) and interest on such Notes when such payments are due, solely out of the trust described in Section 1304, (B) the Company’s obligations with respect to such Notes under Sections 304, 305, 306, 1002 and 1003, (C) the rights, powers, trusts, duties and immunities of the Trustee hereunder, and the obligations of each of the Company and the Guarantors in connection therewith and (D) this Article Thirteen.  Subject to compliance with this Article Thirteen, the Company may exercise its option under this Section 1302 notwithstanding the prior exercise of its option under Section 1303 with respect to the Notes.

SECTION 1303.  Covenant Defeasance.

Upon the Company’s exercise under Section 1301 of the option applicable to this Section 1303, each of the Company and the Guarantors shall be released from its respective obligations under any covenant contained in Sections 801, 802 and in Sections 1005, 1006, 1007, 1009 through 1018 with respect to the Outstanding Notes on and after the date the conditions set forth below are satisfied (hereinafter, “Covenant Defeasance”), and the Notes shall thereafter be deemed not to be “Outstanding” for the purposes of any direction, waiver, consent or declaration or Act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “Outstanding” for all other purposes hereunder.  For this purpose, such Covenant Defeasance means that, with respect to the Outstanding Notes, the Company or any Guarantor, as applicable, may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Sections 501(3), 501(4), 501(5) and 501(7) and, with respect to only any Significant Subsidiary and not the Company, Section 501(6), but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby.

SECTION 1304.  Conditions to Legal Defeasance or Covenant Defeasance.

The following shall be the conditions to application of either Section 1302 or Section 1303 to the Outstanding Notes:

(1)The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee satisfying the requirements of Section 608 who shall agree to comply with the provisions of this Article Thirteen applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to the benefit of the Holders of such Notes; (A) cash in U.S. dollars, or (B) non-callable Government Securities, or (C) a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or other qualifying trustee) to pay and discharge, the principal of (and premium, if any) and interest

118

on the Outstanding Notes on the Stated Maturity (or Redemption Date, if applicable) of such principal (and premium, if any or, interest due on the Notes; provided that the Trustee shall have been irrevocably instructed to apply such cash or the proceeds of such Government Securities to said payments with respect to the Notes; and provided further that upon the effectiveness of this Section 1304, the cash or Government Securities deposited shall not be subject to the rights of the holders of Senior Indebtedness pursuant to the provisions of Article Fourteen.  Before such a deposit, the Company may give to the Trustee, in accordance with Section 1103 hereof, a notice of its election to redeem all of the Outstanding Notes at a future date in accordance with Article Eleven hereof, which notice shall be irrevocable.  Such irrevocable redemption notice, if given, shall be given effect in applying the foregoing;

(2)in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions,

(A)the Company has received from, or there has been published by, the United States Internal Revenue Service a ruling, or

(B)since the issuance of the Notes, there has been a change in the applicable U.S. Federal income tax law,

in either case to the effect that, and based thereon such Opinion of Counsel in the United States shall confirm that, subject to customary assumptions and exclusions, the Holders of the Outstanding Notes will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such Legal Defeasance and will be subject to U.S. Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred;

(3)in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Outstanding Notes will not recognize income, gain or loss for U.S. Federal income tax purposes as a result of such Covenant Defeasance and will be subject to such tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred;

(4)no Default or Event of Default (other than that resulting from borrowing funds to be applied to make such deposit) shall have occurred and be continuing on the date of such deposit;

(5)such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Senior Credit Facilities, the Senior Unsecured Term Loan or any other material agreement or instrument (other than this Indenture) to which, the Company or any Guarantor is a party or by which the Company or any Guarantor is bound;

119

(6)the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that, as of the date of such opinion and subject to customary assumptions and exclusions following the deposit, the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally under any applicable U.S. Federal or state law, and that the Trustee has a perfected security interest in such trust funds for the ratable benefit of the Holders of the Outstanding Notes;

(7)the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by the Company with the intent of defeating, hindering, delaying or defrauding any creditors of the Company or any Guarantor or others; and

(8)the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel in the United States (which Opinion of Counsel may be subject to customary assumptions and exclusions) each stating that all conditions precedent provided for or relating to the Legal Defeasance or the Covenant Defeasance, as the case may be, have been complied with.

SECTION 1305.  Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions.

Subject to the provisions of the last paragraph of Section 1003, all cash and Government Securities (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 1305, the “Trustee”) pursuant to Section 1304 in respect of the Outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal (and premium, if any) and interest, but such money or Government Securities need not be segregated from other funds except to the extent required by law.

The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the Government Securities deposited pursuant to Section 1304 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the Outstanding Notes.

Anything in this Article Thirteen to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or Government Securities held by it as provided in Section 1304 which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance, as applicable, in accordance with this Article.

120

SECTION 1306.  Reinstatement.

If the Trustee or any Paying Agent is unable to apply any money or Government Securities in accordance with Section 1305 by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company’s and each Guarantor’s obligations under this Indenture and the Outstanding Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 1302 or 1303, as the case may be, until such time as the Trustee or Paying Agent is permitted to apply all such money or Government Securities in accordance with Section 1305; provided, however, that if the Company makes any payment of principal of (or premium, if any) or interest on any Note following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money or Government Securities held by the Trustee or Paying Agent.

ARTICLE FOURTEEN

SUBORDINATION OF NOTES

SECTION 1401.  Agreement to Subordinate.

The Company agrees, and each Holder by accepting a Note agrees, that the Indebtedness evidenced by the Notes is subordinated in right of payment, to the extent and in the manner provided in this Article 14, to the prior payment in full of all Senior Indebtedness of the Company (whether outstanding on the date hereof or hereafter created, incurred, assumed or guaranteed), and that the subordination is for the benefit of the holders of Senior Indebtedness.

SECTION 1402.  Liquidation; Dissolution; Bankruptcy.

Upon any distribution to creditors of the Company in a liquidation or dissolution of the Company, in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property, in an assignment for the benefit of creditors or in any marshaling of the Company’s assets and liabilities:

(1)holders of Senior Indebtedness shall be entitled to receive payment in full in cash or Cash Equivalents of all Obligations due in respect of Senior Indebtedness of the Company (including interest after the commencement of any bankruptcy proceeding at the rate specified in the documentation governing the applicable Senior Indebtedness of the Company whether or not such interest is an allowed claim in any such proceeding) before the Holders of Notes will be entitled to receive any payment or distribution with respect to the Notes (except that Holders of Notes may receive and retain Permitted Junior Securities and payments made from any trust, if any, created pursuant to Section 401 or 1304 hereof); and

until all Obligations with respect to Senior Indebtedness of the Company (as provided in clause (1) above) are paid in full, any distribution to which Holders would be entitled but for this Article 14 will be made to holders of Senior Indebtedness of the Company (except that Holders of Notes may receive and retain Permitted Junior Securities and payments made

121

from the trust, if any, created pursuant to Section 401 or 1304 hereof), as their interests may appear.

SECTION 1403.  Default on Designated Senior Indebtedness.

(a)The Company may not make any payment or distribution in respect of the Notes (except in the form of Permitted Junior Securities or from any trust, if any, created pursuant to Section 401 or 1304 hereof) and may not make any deposits with the Trustee pursuant to Articles 4 or 13 hereof if:

(1)a payment default on Designated Senior Indebtedness of the Company occurs and is continuing beyond any applicable grace period; or

(2)any other default occurs and is continuing on any series of Designated Senior Indebtedness of the Company that permits holders of that series of Designated Senior Indebtedness of the Company to accelerate its maturity, and the Trustee receives a notice of such default (a “Payment Blockage Notice”) from the Company or the Representative of any Designated Senior Indebtedness of the Company.  If the Trustee receives any such Payment Blockage Notice, no subsequent Payment Blockage Notice may be delivered or will be effective for purposes of this Section 1403 unless and until (A) at least 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice, and (B) all scheduled payments of principal, interest and premium and Special Interest, if any, on the Notes that have come due have been paid in full in cash.

Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representative of the Designated Senior Indebtedness of the Company with respect to which either of the events set forth in clauses (1) and (2) above has occurred and is continuing.

Not more than one Payment Blockage Notice may be given in any consecutive 365-day period, irrespective of the number of defaults with respect to all Designated Senior Indebtedness of the Company during such period, provided that if any Payment Blockage Notice is delivered to the Trustee by or on behalf of the holders of Designated Senior Indebtedness of the Company (other than the holders of Indebtedness under the Senior Credit Facilities), a Representative of holders of Indebtedness under the Senior Credit Facilities may give another Payment Blockage Notice within such period. However, in no event may the total number of days during which any Payment Blockage Period or periods on the Notes is in effect exceed 179 days in the aggregate during any consecutive 365-day period, and there must be at least 186 days during any consecutive 365-day period during which no Payment Blockage Period is in effect.

The failure to make any payment on the Notes by reason of this Article 14 will not be construed as preventing the occurrence of an Event of Default with respect to the Notes by reason of the failure to make a required payment. Upon termination of any period of payment blockage, the Company will be required to resume making any and all required payments under the Notes, including any missed payments. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee will be, or be made, the basis for a subsequent Payment Blockage Notice.

122

(b)The Company may and will resume payments on and distributions in respect of the Notes and may acquire them upon the earlier of:

(1)in the case of a payment default on Designated Senior Indebtedness, upon the date on which such default is cured or waived; and

(2)in the case of a nonpayment default on Designated Senior Indebtedness, upon the earlier of the date on which such nonpayment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Designated Senior Indebtedness of the Company has been accelerated,

(c)if this Article 14 otherwise permits the payment, distribution or acquisition at the time of such payment or acquisition.  Notwithstanding the foregoing, the Company may make payment on the Notes if the Company and the Trustee receive written notice approving such payment from the Representative of the Designated Senior Indebtedness of the Company with respect to which either of the events set forth in clauses (1) and (2) of this paragraph has occurred and is continuing.

SECTION 1404.  Acceleration of Notes.

If payment of the Notes is accelerated because of an Event of Default, the Company will promptly notify the Representative of Designated Senior Indebtedness of the acceleration.

SECTION 1405.  When Distribution Must Be Paid Over.

If the Trustee or any Holder receives a payment in respect of the Notes (except in Permitted Junior Securities or from any trust, if any, created pursuant to Section 401 or 1304 hereof) when: (1) the payment is prohibited by this Article 14; and (2) the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by this Article 14, then such payment will be held by the Trustee or such Holder, as applicable, in trust for the benefit of, and will be paid forthwith over and delivered, upon written request, to, the holders of Senior Indebtedness of the Company as their interests may appear or their Representative under the agreement, indenture or other document (if any) pursuant to which Senior Indebtedness of the Company may have been issued, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Indebtedness of the Company remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Indebtedness of the Company.

SECTION 1406.  Notice by Company.

The Company will promptly notify the Trustee and the Paying Agent of any facts known to the Company that would cause a payment of any Obligations with respect to the Notes to violate this Article 14, but failure to give such notice will not affect the subordination of the Notes to the Senior Indebtedness as provided in this Article 14.

123

SECTION 1407.  Subrogation.

After all Senior Indebtedness is paid in full and until the Notes are paid in full, Holders of Notes will be subrogated (equally and ratably with all other Indebtedness pari passu with the Notes) to the rights of holders of Senior Indebtedness to receive distributions applicable to Senior Indebtedness to the extent that distributions otherwise payable to the Holders of Notes have been applied to the payment of Senior Indebtedness.  A distribution made under this Article 14 to holders of Senior Indebtedness that otherwise would have been made to Holders of Notes is not, as between the Company and Holders, a payment by the Company on the Notes.

SECTION 1408.  Relative Rights.

This Article 14 defines the relative rights of Holders of Notes and holders of Senior Indebtedness.  Nothing in this Indenture will:

(1)impair, as between the Company and Holders of Notes, the obligation of the Company, which is absolute and unconditional, to pay principal of, premium and interest and Special Interest, if any, on the Notes in accordance with their terms;

(2)affect the relative rights of Holders of Notes and creditors of the Company other than their rights in relation to holders of Senior Indebtedness; or

(3)prevent the Trustee or any Holder of Notes from exercising its available remedies upon a Default or Event of Default, subject to the rights of holders and owners of Senior Indebtedness to receive distributions and payments otherwise payable to Holders of Notes.

(b)If the Company fails because of this Article 14 to pay principal of, premium or interest or Special Interest, if any, on a Note on the due date, the failure is still a Default or Event of Default.

SECTION 1409.  Subordination May Not Be Impaired by Company. No right of any holder of Senior Indebtedness to enforce the subordination of the Indebtedness evidenced by the Notes may be impaired by any act or failure to act by the Company or any Holder or by the failure of the Company or any Holder to comply with this Indenture.

SECTION 1410.  Distribution or Notice to Representative.

Whenever a distribution is to be made or a notice given to holders of Senior Indebtedness, the distribution may be made and the notice given to their Representative.

Upon any payment or distribution of assets of the Company referred to in this Article 14, the Trustee and the Holders of Notes will be entitled to rely upon any order or decree made by any court of competent jurisdiction or upon any certificate of such Representative or of the liquidating trustee or agent or other Person making any distribution to the Trustee or to the Holders of Notes for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Indebtedness and other Indebtedness of the Company, the

124

amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 14.

SECTION 1411.  Rights of Trustee and Paying Agent.

Notwithstanding the provisions of this Article 14 or any other provision of this Indenture, the Trustee will not be charged with knowledge of the existence of any facts that would prohibit the making of any payment or distribution by the Trustee, and the Trustee and the Paying Agent may continue to make payments on the Notes, unless the Trustee has received at its Corporate Trust Office at least five Business Days prior to the date of such payment written notice of facts that would cause the payment of any Obligations with respect to the Notes to violate this Article 14.  Only the Company or a Representative may give the notice.  Nothing in this Article 14 will impair the claims of, or payments to, the Trustee under or pursuant to Section 607 hereof.

The Trustee in its individual or any other capacity may hold Senior Indebtedness with the same rights it would have if it were not Trustee.  Any Agent may do the same with like rights.

SECTION 1412.  Authorization to Effect Subordination.

Each Holder of Notes, by the Holder’s acceptance thereof, authorizes and directs the Trustee on such Holder’s behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article 14, and appoints the Trustee to act as such Holder’s attorney-in-fact for any and all such purposes.  If the Trustee does not file a proper proof of claim or proof of debt in the form required in any proceeding referred to in Section 607 hereof at least 30 days before the expiration of the time to file such claim, the Representatives are hereby authorized to file an appropriate claim for and on behalf of the Holders of the Notes.

SECTION 1413.  Trustee Not Fiduciary for Holders of Senior Indebtedness.

The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Indebtedness and shall not be liable to any such holders if the Trustee shall in good faith mistakenly pay over or distribute to Holders of Notes or to the Company or to any other person cash, property or securities to which any holders of Senior Indebtedness shall be entitled by virtue of this Article or otherwise.  With respect to the holders of Senior Indebtedness, the Trustee undertakes to perform or to observe only such of its covenants or obligations as are specifically set forth in this Article and no implied covenants or obligations with respect to holders of Senior Indebtedness shall be read into this Indenture against the Trustee.

125

IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed, and their respective corporate seals to be hereunto affixed and attested, all 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
	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
	MATTRESS HOLDINGS INTERNATIONAL LLC
	SEALY, INC.
	THE OHIO MATTRESS COMPANY LICENSING AND COMPONENTS GROUP
	SEALY MATTRESS MANUFACTURING COMPANY, INC.
	SEALY-KOREA, INC.

126

SEALY TECHNOLOGY LLC
SEALY REAL ESTATE, INC.
SEALY TEXAS MANAGEMENT, INC.
SEALY TEXAS HOLDINGS LLC
SEALY TEXAS L.P.
WESTERN MATTRESS COMPANY
ADVANCED SLEEP PRODUCTS,
SEALY COMPONENTS—PADS, INC.
SEALY MATTRESS COMPANY OF S.W. VIRGINIA
By:	/s/    Kenneth L. Walker
Name:
Title:

127

	THE BANK OF NEW YORK TRUST COMPANY, N.A.
	as Trustee
By:	/s/    Derek Kettel
	Name:  Derek Kettel
	Title:  Vice President

1

Schedule I

Sealy Corporation
Sealy Mattress Company of Puerto Rico
Ohio-Sealy Mattress Manufacturing Co., Inc.
Ohio-Sealy Mattress Manufacturing Co.
Ohio-Sealy Mattress Manufacturing Co. (Mass.)
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
Mattress Holdings International LLC
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
Advanced Sleep Products
Sealy Components—Pads, Inc.
Sealy Mattress Company of S.W. Virginia

2

EXHIBIT A

[FACE OF NOTE]

SEALY MATTRESS COMPANY

8.25% Senior Subordinated Note due 2014

No.	CUSIP No.
		$

SEALY MATTRESS COMPANY, an Ohio corporation (the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, promises to pay to                          , or its registered assigns, the principal sum of                                                                         Dollars ($                         ), on June 15, 2014.

Interest Rate:	8.25% per annum.
Interest Payment Dates:	June 15 and December 15 of each year commencing December 15, 2004.
Regular Record Dates:	June 1 and December 1 of each year.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officers.

SEALY MATTRESS COMPANY
By:
	Name:
	Title:
By:
	Name:
	Title:

(Form of Trustee’s Certificate of Authentication)

This is one of the 8.25% Senior Subordinated Notes due 2014 referred to in the within-mentioned Indenture.

	THE BANK OF NEW YORK TRUST COMPANY, N.A.
	as Trustee
Dated:	By:
		Authorized Signatory

[REVERSE SIDE OF NOTE]

SEALY MATTRESS COMPANY

8.25% Senior Subordinated Note due 2014

1.Principal and Interest; Subordination.

The Company will pay the principal of this Note on June 15, 2014.

The Company promises to pay interest and Special Interest, if any, on the principal amount of this Note on each Interest Payment Date, as set forth below, at the rate of 8.25% per annum [(subject to adjustment as provided below)] [except that interest accrued on this Note pursuant to the fourth paragraph of this Section 1 for periods prior to the applicable dates on which the Exchange Offer Registration Statement or Shelf Registration Statement (as such terms are defined in the Registration Rights Agreement referred to below) will accrue at the rate or rates borne by the Notes from time to time during such periods].(1)

Interest, and Special Interest, if any, will be payable semi-annually (to the Holders of record of the Notes (or any Predecessor Notes)) at the close of business on June 1 or December 1 immediately preceding the Interest Payment Date) on each Interest Payment Date, commencing December 1, 2004.

The Holder of this Note is entitled to the benefits of the Registration Rights Agreement, dated April 6, 2004, among the Company, the Guarantors and the Initial Purchasers named therein (the “Registration Rights Agreement”).(2)

Interest on this Note will accrue from the most recent date to which interest has been paid [on this Note or the Note surrendered in exchange herefor](3) or, if no interest has been paid, from April 6, 2004; provided that, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such Interest Payment Date.  Interest will be computed on the basis of a 360-day year of twelve 30-day months.

The Company shall pay interest and Special Interest if any, on overdue principal and premium, if any, and interest on overdue installments of interest, to the extent lawful, at a rate per annum equal to the rate of interest applicable to the Notes.

The indebtedness evidenced by the Notes is, to the extent and in the manner provided in the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness, and this Note is issued subject to such provisions.  Each Holder of this Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b)

(1)Include only for Exchange note.

(2)Include only for Initial Note.

(3)Include only for Exchange Note.

authorizes and directs the Trustee on its behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Indenture and (c) appoints the Trustee its attorney-in-fact for such purpose.

2.Method of Payment.

The Company will pay interest (except defaulted interest) on the principal amount of the Notes on each June 15 and December 15 to the Persons who are Holders (as reflected in the Note Register at the close of business on June 1 and December 1 immediately preceding the Interest Payment Date), in each case, even if the Note is cancelled on registration of transfer or registration of exchange after such Regular Record Date; provided that, with respect to the payment of principal, the Company will make payment to the Holder that surrenders this Note to any Paying Agent on or after June 15, 2014.

The Company will pay principal (premium, if any) and interest in money of the United States that at the time of payment is legal tender for payment of public and private debts.  However, the Company may pay principal (premium, if any) and interest by its check payable in such money.  The Company may pay interest on the Notes either (a) by mailing a check for such interest to a Holder’s registered address (as reflected in the Note Register) or (b) by wire transfer to an account located in the United States maintained by the payee.  If a payment date is a date other than a Business Day at a place of payment, payment may be made at that place on the next succeeding day that is a Business Day and no interest shall accrue for the intervening period.

3.Paying Agent and Note Registrar.

Initially, the Trustee will act as Paying Agent and Note Registrar.  The Company may change any Paying Agent or Note Registrar upon written notice thereto.  The Company, any Subsidiary or any Affiliate of any of them may act as Paying Agent, Note Registrar or co-registrar.

4.Indenture; Limitations.

The Company issued the Notes under an Indenture dated as of April 6, 2004 (the “Indenture”), among the Company, the Guarantors and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”).  Capitalized terms herein are used as defined in the Indenture unless otherwise indicated.  The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act.  The Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of all such terms.  To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Note and the terms of the Indenture, the terms of the Indenture shall control.

The Notes are unsecured senior subordinated obligations of the Company.  The Indenture does not limit the aggregate principal amount of the Notes.

5.Redemption.

Optional Redemption.  Except as described below, the Notes are not redeemable at the Company’s option until  June 15, 2009.   From and after June 15, 2009, the Company may redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days’ prior notice by first class mail, postage prepaid, with a copy to the Trustee, to each Holder of Notes to the address of such Holder appearing in the Note Register at the Redemption Prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest thereon and Special Interest, if any, to the applicable redemption date, subject to the right of Holders of record on the relevant Record Date to receive interest due on the relevant Interest Payment Date, if redeemed during the twelve-month period beginning on June 15 of each of the years indicated below:

Year	Percentage
2009	104.125	%
2010	102.750	%
2011	101.375	%
2012 and thereafter	100.000	%

In addition, prior to June 15, 2007, the Company may, at its option, redeem up to 40% of the aggregate principal amount of Notes issued under the Indenture at a redemption price equal to 108.250% of the aggregate principal amount thereof, plus accrued and unpaid interest thereon and Special Interest, if any, to the Redemption Date, subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date, with the net proceeds of one or more Equity Offerings of the Company or any direct or indirect parent of the Company to the extent such net proceeds are contributed to the Company; provided that at least 60% of the sum of the aggregate principal amount of Notes originally issued under the Indenture remains outstanding immediately after the occurrence of each such redemption; provided further that each such redemption occurs within 90 days of the date of closing of each such Equity Offering.

At any time prior to June 15, 2009, the Company may also redeem all or a part of the Notes, upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to each Holder’s registered address, at a Redemption Price equal to 100% of the principal amount of notes redeemed plus the Applicable Premium as of, and accrued and unpaid interest and Special Interest, if any, to the Redemption Date, subject to the rights of Holders of Notes on the relevant record date to receive interest due on the relevant Interest Payment Date.

6.Repurchase upon a Change in Control and Asset Sales.

Upon the occurrence of (a) a Change in Control, the Holders of the Notes will have the right to require that the Company purchase such Holder’s outstanding Notes, in whole or in part, at a purchase price of 101% of the principal amount thereof, plus accrued and unpaid interest and Special Interest, if any, to the date of purchase and (b) Asset Sales, the Company may be obligated to make offers to purchase Notes and Pari Passu Indebtedness with a portion of

the Net Proceeds of such Asset Sales at a redemption price of 100% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase.

7.Denominations; Transfer; Exchange.

The Notes are in registered form without coupons, in denominations of $1,000 and multiples of $1,000 in excess thereof.  A Holder may register the transfer or exchange of Notes in accordance with the Indenture.  The Note Registrar may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture.  The Note Registrar need not register the transfer or exchange of any Notes selected for redemption (except the unredeemed portion of any Note being redeemed in part).

8.Persons Deemed Owners.

A registered Holder may be treated as the owner of a Note for all purposes.

9.Unclaimed Money.

If money for the payment of principal (premium, if any) or interest remains unclaimed for two years, the Trustee and the Paying Agent will pay the money back to the Company at its written request.  After that, Holders entitled to the money must look to the Company for payment, unless an abandoned property law designates another Person, and all liability of the Trustee and such Paying Agent with respect to such money shall cease.

10.Discharge and Defeasance Prior to Redemption or Maturity.

If the Company irrevocably deposits, or causes to be deposited, with the Trustee money or Government Securities sufficient to pay the then outstanding principal of (premium, if any) and accrued interest on the Notes (a) to Redemption or Maturity Date, the Company will be discharged from its obligations under the Indenture and the Notes, except in certain circumstances for certain covenants thereof, and (b) to the Stated Maturity, the Company will be discharged from certain covenants set forth in the Indenture.

11.Amendment; Supplement; Waiver.

Subject to certain exceptions, the Indenture or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in aggregate principal amount of the Outstanding Notes, and any existing Default or compliance with any provision may be waived with the consent of the Holders of a majority in aggregate principal amount of the Outstanding Notes.  Without notice to or the consent of any Holder, the parties thereto may amend or supplement the Indenture or the Notes to, among other things, cure any ambiguity, defect or inconsistency and make any change that does not adversely affect the rights of any Holder.

12.Restrictive Covenants.

The Indenture contains certain covenants, including, without limitation, covenants with respect to the following matters:  (i) Incurrence of Indebtedness and Issuance of Disqualified Stock; (ii) Restricted Payments; (iii) transactions with Affiliates; (iv) Liens; (v) purchase of Notes upon a Change in Control; (vi) disposition of proceeds of Asset Sales; (vii) guarantees of Indebtedness by Restricted Subsidiaries; (viii) dividend and other payment restrictions affecting Restricted Subsidiaries; (ix) merger and certain transfers of assets; and (x) limitation on Senior Subordinated Indebtedness.  Within 120 days (or the successor time period then in effect under the rules and regulations of the Exchange Act) after the end of each fiscal year, the Company must report to the Trustee on compliance with such limitations.

13.Successor Persons.

When a successor Person or other entity assumes all the obligations of its predecessor under the Notes and the Indenture, the predecessor Person will be released from those obligations.

14.Remedies for Events of Default.

If an Event of Default, as defined in the Indenture, occurs and is continuing, the Trustee or the Holders of at least 30% in principal amount of the Outstanding Notes may declare all the Notes to be immediately due and payable.  If a bankruptcy or insolvency default with respect to the Company or any of its Significant Subsidiaries occurs and is continuing, the Notes automatically become immediately due and payable.  Holders may not enforce the Indenture or the Notes except as provided in the Indenture.  The Trustee may require indemnity reasonably satisfactory to it before it enforces the Indenture or the Notes.  Subject to certain limitations, Holders of at least a majority in aggregate principal amount of the Outstanding Notes may direct the Trustee in its exercise of any trust or power.

15.Guarantees.

The Company’s obligations under the Notes are fully, irrevocably and unconditionally guaranteed on an unsecured senior subordinated basis, to the extent set forth in the Indenture, by each of the Guarantors.

16.Trustee Dealings with Company.

The Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may make loans to, accept deposits from, perform services for, and otherwise deal with, the Company and its Affiliates as if it were not the Trustee.

17.Authentication.

This Note shall not be valid until the Trustee signs the certificate of authentication on the other side of this Note.

18.Abbreviations.

Customary abbreviations may be used in the name of a Holder or an assignee, such as:  TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian) and U/G/M/A (= Uniform Gifts to Minors Act).

The Company will furnish to any Holder upon written request and without charge a copy of the Indenture.  Requests may be made to Sealy Mattress Company, One Office Parkway, Trinity, North Carolina 27230, Attention:  General Counsel.

ASSIGNMENT FORM

To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:
	(Insert assignee’s legal name)
(Insert assignee’s soc. sec. or tax I.D. no.)
(Print or type assignee’s name, address and zip code)
and irrevocably appoint
to transfer this Note on the books of the Company.  The agent may substitute another to act for him.

Date:

Your Signature:
	(Sign exactly as your name appears on the face of this Note)

Signature Guarantee*:

*Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

OPTION OF HOLDER TO ELECT PURCHASE

If you want to elect to have this Note purchased by the Company pursuant to Section 1017 or 1018 of the Indenture, check the appropriate box below:

o Section 1017 o Section 1018

If you want to elect to have only part of the Note purchased by the Company pursuant to Section 1017 or Section 1018 of the Indenture, state the amount you elect to have purchased:

$                 

Date:

Your Signature:
	(Sign exactly as your name appears on the face of this Note)
Tax Identification No.:

Signature Guarantee*:

*Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee).

SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE *

The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

Date of Exchange Amount of decrease in
Principal Amount
of
this Global Note Amount of increase in
Principal Amount
of
this Global Note Principal Amount
of this Global Note
following such
decrease
(or increase) Signature of authorized
signatory of Trustee or
Custodian

*This schedule should be included only if the Note is issued in global form.

EXHIBIT B

FORM OF CERTIFICATE OF TRANSFER

Sealy Mattress Company
One Office Parkway
Trinity, North Carolina 27370

The Bank of New York Trust Company, N.A.
10161 Centurion Parkway
Jacksonville, Florida 32256

Re:  8.25% Senior Subordinated Notes due 2014

Reference is hereby made to the Indenture, dated as of April 6, 2004 (the “Indenture”), among Sealy Mattress Company, as issuer (the “Company”), the Guarantors party thereto and The Bank of New York Trust Company, N.A., as trustee.  Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                                   , (the “Transferor”) owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $                               in such Note[s] or interests (the “Transfer”), to                                                                             (the “Transferee”), as further specified in Annex A hereto.  In connection with the Transfer, the Transferor hereby certifies that:

[CHECK ALL THAT APPLY]

1.  o  Check if Transferee will take delivery of a beneficial interest in the 144A Global Note or a Restricted Definitive Note pursuant to Rule 144A.  The Transfer is being effected pursuant to and in accordance with Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Definitive Note is being transferred to a Person that the Transferor reasonably believes is purchasing the beneficial interest or Definitive Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A, and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States.  Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act.

2.  o  Check if Transferee will take delivery of a beneficial interest in the Regulation S Global Note or a Restricted Definitive Note pursuant to Regulation S.  The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (i) the Transfer is not

being made to a Person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (ii) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (iii) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (iv) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Restricted Definitive Note and in the Indenture and the Securities Act.

3.  o  Check and complete if Transferee will take delivery of a beneficial interest in the IAI Global Note or a Restricted Definitive Note pursuant to any provision of the Securities Act other than Rule 144A or Regulation S.  The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Definitive Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one):

(a)o  such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act;

or

(b)o  such Transfer is being effected to the Company or a subsidiary thereof;

or

(c)o  such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act;

or

(d)o  such Transfer is being effected to an Institutional Accredited Investor and pursuant to an exemption from the registration requirements of the Securities Act other than Rule 144A, Rule 144, Rule 903 or Rule 904, and the Transferor hereby further certifies that it has not engaged in any general solicitation within the meaning of Regulation D under the Securities Act and the Transfer complies with the transfer restrictions applicable to beneficial interests in a Restricted Global Note or Restricted Definitive Notes and the requirements of the exemption claimed, which certification is supported by (1) a certificate executed by the Transferee in the form of Exhibit D to the

Indenture and (2) if such Transfer is in respect of a principal amount of Notes at the time of transfer of less than $250,000, an Opinion of Counsel provided by the Transferor or the Transferee (a copy of which the Transferor has attached to this certification), to the effect that such Transfer is in compliance with the Securities Act.  Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the IAI Global Note and/or the Restricted Definitive Notes and in the Indenture and the Securities Act.

4.  o  Check if Transferee will take delivery of a beneficial interest in an Unrestricted Global Note or of an Unrestricted Definitive Note.

(a)  o  Check if Transfer is pursuant to Rule 144.  (i) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act.  Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(b)  o  Check if Transfer is Pursuant to Regulation S.  (i) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act.  Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Definitive Notes and in the Indenture.

(c)  o  Check if Transfer is Pursuant to Other Exemption.  (i) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (ii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act.  Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Definitive Note will not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Definitive Notes and in the Indenture.

This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

		[Insert Name of Transferor]
	By:
		Name:
		Title:
Dated:

ANNEX A TO CERTIFICATE OF TRANSFER

1.The Transferor owns and proposes to transfer the following:

[CHECK ONE OF (a) OR (b)]

(i)o  a beneficial interest in the:

(i)o    144A Global Note (CUSIP                   ), or

(ii)o    Regulation S Global Note (CUSIP                   ), or

(iii)o    IAI Global Note (CUSIP                   ); or

(b)  o    a Restricted Definitive Note.

2.After the Transfer the Transferee will hold:

[CHECK ONE]

(a)  o  a beneficial interest in the:

(i)o    144A Global Note (CUSIP                   ), or

(ii)o    Regulation S Global Note (CUSIP                   ), or

(iii)o    IAI Global Note (CUSIP                   ); or

(iv)o    Unrestricted Global Note (CUSIP                   ); or

(b)  o    a Restricted Definitive Note; or

(c)  o    an Unrestricted Definitive Note,

in accordance with the terms of the Indenture.

EXHIBIT C

FORM OF CERTIFICATE OF EXCHANGE

Sealy Mattress Company
One Office Parkway
Trinity, North Carolina 27370

The Bank of New York Trust Company, N.A.
10161 Centurion Parkway
Jacksonville, Florida 32256

Re:  8.25% Senior Subordinated Notes due 2014

(CUSIP              )

Reference is hereby made to the Indenture, dated as of April 6, 2004 (the “Indenture”), among Sealy Mattress Company, as issuer (the “Company”), the Guarantors party thereto and The Bank of New York Trust Company, N.A., as trustee.  Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

                                                      , (the “Owner”) owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $                       in such Note[s] or interests (the “Exchange”).  In connection with the Exchange, the Owner hereby certifies that:

1.Exchange of Restricted Definitive Notes or Beneficial Interests in a Restricted Global Note for Unrestricted Definitive Notes or Beneficial Interests in an Unrestricted Global Note

(a)  oCheck if Exchange is from beneficial interest in a Restricted Global Note to beneficial interest in an Unrestricted Global Note.  In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the Securities Act of 1933, as amended (the “Securities Act”), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(b)  oCheck if Exchange is from beneficial interest in a Restricted Global Note to Unrestricted Definitive Note.  In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities

Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(c)  oCheck if Exchange is from Restricted Definitive Note to beneficial interest in an Unrestricted Global Note.  In connection with the Owner’s Exchange of a Restricted Definitive Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

(d)  oCheck if Exchange is from Restricted Definitive Note to Unrestricted Definitive Note.  In connection with the Owner’s Exchange of a Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby certifies (i) the Unrestricted Definitive Note is being acquired for the Owner’s own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Definitive Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Definitive Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.

2.Exchange of Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests in Restricted Global Notes

(a)  oCheck if Exchange is from beneficial interest in a Restricted Global Note to Restricted Definitive Note.  In connection with the Exchange of the Owner’s beneficial interest in a Restricted Global Note for a Restricted Definitive Note with an equal principal amount, the Owner hereby certifies that the Restricted Definitive Note is being acquired for the Owner’s own account without transfer.  Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Definitive Note issued will continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Definitive Note and in the Indenture and the Securities Act.

(b)  oCheck if Exchange is from Restricted Definitive Note to beneficial interest in a Restricted Global Note.  In connection with the Exchange of the Owner’s Restricted Definitive Note for a beneficial interest in the [CHECK ONE] o 144A Global Note, o Regulation S Global Note,  o IAI Global Note with an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner’s own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United

States.  Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued will be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act.

This certificate and the statements contained herein are made for your benefit and the benefit of the Company.

		[Insert Name of Transferor]
	By:
			Name:
			Title:
Dated:

EXHIBIT D

FORM OF CERTIFICATE FROM
ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Sealy Mattress Company
One Office Parkway
Trinity, North Carolina 27370

The Bank of New York Trust Company, N.A.
10161 Centurion Parkway
Jacksonville, Florida 32256

Re:  8.25% Senior Subordinated Notes due 2014

Reference is hereby made to the Indenture, dated as of April 6, 2014 (the “Indenture”), among Sealy Mattress Company, as issuer (the “Company”), the guarantors party thereto and The Bank of New York Trust Company, N.A., as trustee.  Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture.

In connection with our proposed purchase of $                       aggregate principal amount of:

(a)oa beneficial interest in a Global Note, or

(b)oa Definitive Note,

we confirm that:

1.We understand that any subsequent transfer of the Notes or any interest therein is subject to certain restrictions and conditions set forth in the Indenture and the undersigned agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes or any interest therein except in compliance with, such restrictions and conditions and the Securities Act of 1933, as amended (the “Securities Act”).

2.We understand that the offer and sale of the Notes have not been registered under the Securities Act, and that the Notes and any interest therein may not be offered or sold except as permitted in the following sentence.  We agree, on our own behalf and on behalf of any accounts for which we are acting as hereinafter stated, that if we should sell the Notes or any interest therein, we will do so only (A) to the Company or any subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to a “qualified institutional buyer” (as defined therein), (C) to an institutional “accredited investor” (as defined below) that, prior to such transfer, furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you and to the Company a signed letter substantially in the form of this letter and, if such transfer is in respect of a principal amount of Notes, at the time of transfer of less than $250,000, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such transfer is in compliance with the Securities Act, (D) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the provisions of Rule 144(k) under the Securities Act or (F) pursuant to an effective registration statement under the Securities Act, and

we further agree to provide to any Person purchasing the Definitive Note or beneficial interest in a Global Note from us in a transaction meeting the requirements of clauses (A) through (E) of this paragraph a notice advising such purchaser that resales thereof are restricted as stated herein.

3.We understand that, on any proposed resale of the Notes or beneficial interest therein, we will be required to furnish to you and the Company such certifications, legal opinions and other information as you and the Company may reasonably require to confirm that the proposed sale complies with the foregoing restrictions.  We further understand that the Notes purchased by us will bear a legend to the foregoing effect.

4.We are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each able to bear the economic risk of our or its investment.

5.We are acquiring the Notes or beneficial interest therein purchased by us for our own account or for one or more accounts (each of which is an institutional “accredited investor”) as to each of which we exercise sole investment discretion.

You and the Company are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.

		[Insert Name of Accredited Investor]
	By:
		Name:
		Title:
Dated:

EXHIBIT E

[FORM OF NOTATION OF GUARANTEE]

For value received, each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of April 6, 2004 (the “Indenture”) among Sealy Mattress Company, (the “Company”), the Guarantors party thereto and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”), (a) the due and punctual payment of the principal of, premium and Special Interest, if any, and interest on, the Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of and interest on the Notes, if any, if lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will 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 or otherwise.  The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article 12 of the Indenture and reference is hereby made to the Indenture for the precise terms of the Note Guarantee.  Each Holder of a Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee, on behalf of such Holder, to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such purpose; provided, however, that the Indebtedness evidenced by this Note Guarantee shall cease to be so subordinated and subject in right of payment upon any defeasance of this Note in accordance with the provisions of the Indenture.

Capitalized terms used but not defined herein have the meanings given to them in the Indenture.

[NAME OF GUARANTOR(S)]
By:
	Name:
	Title:

EXHIBIT F

FORM OF SUPPLEMENTAL INDENTURE
TO BE DELIVERED BY SUBSEQUENT GUARANTORS

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of                                , 200    , among                                        (the “Guaranteeing Subsidiary”), a subsidiary of                                         (or its permitted successor), a [Delaware] corporation (the “Company”), the Company, the other Guarantors (as defined in the Indenture referred to herein) and The Bank of New York Trust Company, N.A., as trustee under the Indenture referred to below (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of April 6, 2004 providing for the issuance of 8.25% Senior Subordinated Notes due 2014 (the “Notes”);

WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary 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 Guaranteeing Subsidiary 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 Guaranteeing Subsidiary 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.

4.NO RECOURSE AGAINST OTHERS.  No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company or any Guaranteeing Subsidiary 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.

5.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.

6.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.

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

8.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 Guaranteeing Subsidiary 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.

Dated:	, 20
		[GUARANTEEING SUBSIDIARY]
		By:
			Name:
			Title:
		SEALY MATTRESS COMPANY
		By:
			Name:
			Title:
		[EXISTING GUARANTORS]
		By:
			Name:
			Title:
		THE BANK OF NEW YORK TRUST COMPANY, N.A.,
		as Trustee
		By:
			Authorized Signatory

EXHIBIT G

INCUMBENCY CERTIFICATE

The undersigned,                         , being the                          of                          (the “Company”) does hereby certify that the individuals listed below are qualified and acting officers of the Company as set forth in the right column opposite their respective names and the signatures appearing in the extreme right column opposite the name of each such officer is a true specimen of the genuine signature of such officer and such individuals have the authority to execute documents to be delivered to, or upon the request of, The Bank of New York Trust Company, N.A. as Trustee under the Indenture dated as of                       , 20    , by and between the Company and The Bank of New York Trust Company, N.A.

Name Title Signature

IN WITNESS WHEREOF, the undersigned has duly executed and delivered this Certificate as of the           day of                , 20    .

Name:

Title: 

EX-4.2

EXHIBIT 4.2

Execution Copy

Sealy Mattress Company

8.25% Senior Subordinated Notes due 2014

guaranteed as to the
payment of principal, premium,
if any, and interest by the
Guarantors on Schedule I hereto

Exchange and Registration Rights Agreement

April 6, 2004

Goldman, Sachs & Co.,

J.P. Morgan Securities Inc.

As representatives of the several Purchasers

named in Schedule I to the Purchase Agreement

c/o Goldman, Sachs & Co.

85 Broad Street

New York, New York 10004

Ladies and Gentlemen:

Sealy Mattress Company, an Ohio corporation (the “Company”), proposes to issue and sell to the Purchasers (as defined herein) upon the terms set forth in the Purchase Agreement (as defined herein) an aggregate of $390,000,000 principal amount of its 8.25% Senior Subordinated Notes due 2014,which are guaranteed by the Guarantors named on Schedule I hereto.  As an inducement to the Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the obligations of the Purchasers thereunder, the Companyand the Guarantorsagree with the Purchasers for the benefit of holders (as defined herein) from time to time of the Registrable Securities (as defined herein) as follows:

1.Certain Definitions.  For purposes of this Exchange and Registration Rights Agreement, the following terms shall have the following respective meanings:

“Base Interest” shall mean the interest that would otherwise accrue on the Securities under the terms thereof and the Indenture, without giving effect to the provisions of this Agreement.

The term “broker-dealer” shall mean any broker or dealer registered with the Commission under the Exchange Act.

“Closing Date” shall mean the date on which the Securities are initially issued.

“Commission” shall mean the United States Securities and Exchange Commission, or any other federal agency at the time administering the Exchange Act or the Securities Act, whichever is the relevant statute for the particular purpose.

“Effective Time,” in the case of (i) an Exchange Registration, shall mean the time and date as of which the Commission declares the Exchange Offer Registration Statement effective or as of which the Exchange Offer Registration Statement otherwise becomes effective and (ii) a Shelf Registration, shall mean the time and date as of which the Commission declares the Shelf Registration Statement effective or as of which the Shelf Registration Statement otherwise becomes effective.

“Electing Holder” shall mean any holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

“Exchange Act” shall mean the Securities Exchange Act of 1934, or any successor thereto, as the same shall be amended from time to time.

“Exchange Offer” shall have the meaning assigned thereto in Section 2(a) hereof.

“Exchange Offer Registration Statement” shall have the meaning assigned thereto in Section 2(a) hereof.

“Exchange Registration” shall have the meaning assigned thereto in Section 3(c) hereof.

“Exchange Securities” shall have the meaning assigned thereto in Section 2(a) hereof.

“Guarantors” shall have the meaning assigned thereto in the Indenture.

The term “holder” shall mean each of the Purchasers and other persons who acquire Registrable Securities from time to time (including any successors or assigns), in each case for so long as such person owns any Registrable Securities.

“Indenture” shall mean the Indenture, dated as of April 6, 2004, among, between the Company, the Guarantors andThe Bank of New York Trust Company, N.A., as Trustee, as the same shall be amended from time to time.

“Notice and Questionnaire” means a Notice of Registration Statement and Selling Securityholder Questionnaire substantially in the form of Exhibit A hereto.

The term “person” shall mean a corporation, association, partnership, organization, business, individual, government or political subdivision thereof or governmental agency.

“Purchase Agreement” shall mean the Purchase Agreement, dated as of March 30, 2004 among the Purchasers, the Guarantors, and the Company relating to the Securities.

“Purchasers” shall mean the Purchasers named in Schedule I to the Purchase Agreement.

“Registrable Securities” shall mean the Securities; provided, however, that a Security shall cease to be a Registrable Security when (i) in the circumstances contemplated by Section 2(a) hereof, the Security has been exchanged for an Exchange Security in an Exchange Offer as contemplated in Section 2(a) hereof (provided that any Exchange Security that, pursuant to the last two sentences of Section 2(a), is included in a prospectus for use in connection with resales by broker-dealers shall be deemed to be a Registrable Security with respect to Sections 5, 6 and 9 until resale of such Registrable Security has been effected within the 180-day period referred to in Section 2(a)) (ii) in the circumstances contemplated by Section 2(b) hereof, a Shelf Registration Statement registering such

2

Security under the Securities Act has been declared or becomes effective and such Security has been sold or otherwise transferred by the holder thereof pursuant to and in a manner contemplated by such effective Shelf Registration Statement; (iii) such Security is sold pursuant to Rule 144 under circumstances in which any legend borne by such Security relating to restrictions on transferability thereof, under the Securities Act or otherwise, is removed by the Company or pursuant to the Indenture; (iv) such Security is eligible to be sold pursuant to paragraph (k) of Rule 144; or (v) such Security shall cease to be outstanding.

“Registration Default” shall have the meaning assigned thereto in Section 2(d) hereof.

“Registration Expenses” shall have the meaning assigned thereto in Section 4 hereof.

“Resale Period” shall have the meaning assigned thereto in Section 2(a) hereof.

“Restricted Holder” shall mean (i) a holder that is an affiliate of the Company within the meaning of Rule 405, (ii) a holder who acquires Exchange Securities outside the ordinary course of such holder’s business, (iii) a holder who has arrangements or understandings with any person to participate in the Exchange Offer for the purpose of distributing Exchange Securities and (iv) a holder that is a broker-dealer, but only with respect to Exchange Securities received by such broker-dealer pursuant to an Exchange Offer in exchange for Registrable Securities acquired by the broker-dealer directly from the Company.

“Rule 144,” “Rule 405” and “Rule 415” shall mean, in each case, such rule promulgated under the Securities Act (or any successor provision), as the same shall be amended from time to time.

“Securities” shall mean, collectively, the8.25% Senior Subordinated Notes due 2014 of the Company to be issued and sold to the Purchasers, and securities issued in exchange therefor or in lieu thereof pursuant to the Indenture. Each Security is entitled to the benefit of the guarantee provided for in the Indenture (the “Guarantee”) and, unless the context otherwise requires, any reference herein to a “Security,” an “Exchange Security” or a “Registrable Security” shall include a reference to the related Guarantees.

“Securities Act” shall mean the Securities Act of 1933, or any successor thereto, as the same shall be amended from time to time.

“Shelf Registration” shall have the meaning assigned thereto in Section 2(b) hereof.

“Shelf Registration Statement” shall have the meaning assigned thereto in Section 2(b) hereof.

“Special Interest” shall have the meaning assigned thereto in Section 2(d) hereof.

“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, or any successor thereto, and the rules, regulations and forms promulgated thereunder, all as the same shall be amended from time to time.

Unless the context otherwise requires, any reference herein to a “Section” or “clause” refers to a Section or clause, as the case may be, of this Exchange and Registration Rights Agreement, and the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Exchange and Registration Rights Agreement as a whole and not to any particular Section or other subdivision.

3

2.Registration Under the Securities Act.

(a) Except as set forth in Section 2(b) below, the Company and the Guarantors agree to file under the Securities Act, no later than 90 days after the Closing Date, a registration statement relating to an offer to exchange (such registration statement, the “Exchange Offer Registration Statement”, and such offer, the “Exchange Offer”) any and all of the Securities for a like aggregate principal amount of debt securities issued by the Companyand guaranteed by the Guarantors, which debt securities and guaranteesare substantially identical to the Securitiesand the related Guarantees, respectively (and are entitled to the benefits of a trust indenture which is substantially identical to the Indenture or is the Indenture and which has been qualified under the Trust Indenture Act), except that they have been registered pursuant to an effective registration statement under the Securities Act and do not contain provisions for the Special Interest contemplated in Section 2(d) below (such new debt securities hereinafter called “Exchange Securities”).  The Company and the Guarantors agree to use all commercially reasonable efforts to cause the Exchange Offer Registration Statement to become effective under the Securities Act no later than 180 days after the Closing Date. The Exchange Offer will be registered under the Securities Act on the appropriate form and will comply with all applicable tender offer rules and regulations under the Exchange Act. The Company and the Guarantors further agree to use all commercially reasonable efforts to consummate the Exchange Offer no later than 30 business days after such registration statement has become effective, hold the Exchange Offer open for at least 30 days, or longer, if required by the federal securities laws, andexchange Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn on or prior to the expiration of the Exchange Offer. The Exchange Offer will be deemed to have been “completed” only if the debt securitiesand related guarantees received by holders other than Restricted Holders in the Exchange Offer for Registrable Securities are, upon receipt, transferable by each such holder without restriction under the Securities Act and the Exchange Act and without material restrictions under the blue sky or securities laws of a substantial majority of the States of the United States of America. The Exchange Offer shall be deemed to have been completed upon the earlier to occur of (i) the Company having exchanged the Exchange Securities for all outstanding Registrable Securities pursuant to the Exchange Offer and (ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange Securities for all Registrable Securities that have been properly tendered and not withdrawn before the expiration of the Exchange Offer, which shall be on a date that is at least 30 days following the commencement of the Exchange Offer. The Company agrees (x) to include in the Exchange Offer Registration Statement a prospectus for use in any resales by any holder of Exchange Securities that is a broker-dealer and (y) to keep such Exchange Offer Registration Statement effective for a period (the “Resale Period”) beginning when Exchange Securities are first issued in the Exchange Offer and ending upon the earlier of the expiration of the 180th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Registrable Securities.  With respect to such Exchange Offer Registration Statement, such holders shall have the benefit of the rights of indemnification and contribution set forth in Sections 6(a), (c), (d) and (e) hereof.

(b) If (i) the Company and the Guarantors are not (A) required to file the Exchange Offer Registration Statement or (B) permitted to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission policy; or (ii) any holder of Registrable Securities notifies the Company prior to the 20^th business day following consummation of the Exchange Offer that (A) such holder was prohibited by law or Commission policy from participating in the Exchange Offer, (B) such holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering

4

a prospectus and the prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such holder or (C) such holder is a broker-dealer and holds Registrable Securities acquired directly from the Company or an affiliate of the Company, then the Company and the Guarantors shall, in lieu of (or, in the case of clause (ii), in addition to) conducting the Exchange Offer contemplated by Section 2(a), use all commercially reasonable efforts to file under the Securities Act no later than the later of 30 days after the time such obligation to file arises (but no earlier than 90 days after the Closing Date), a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis by the holders of, all of the Registrable Securities, pursuant to Rule 415 or any similar rule that may be adopted by the Commission (such filing, the “Shelf Registration” and such registration statement, the “Shelf Registration Statement”). The Company and the Guarantors agree to use all commercially reasonable efforts (x) to cause the Shelf Registration Statement to be declared effective by the Commission on or prior to 90 days after such filing obligation arises (but no earlier than 180 days following the Closing Date) and to keep such Shelf Registration Statement continuously effective for a period ending on the earlier of the second anniversary of the Effective Time or such time as there are no longer any Registrable Securities outstanding, provided, however, that no holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or to use the prospectus forming a part thereof for resales of Registrable Securities unless such holder is an Electing Holder, and (y) after the Effective Time of the Shelf Registration Statement, promptly upon the request of any holder of Registrable Securities that is not then an Electing Holder, to take any action reasonably necessary to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities, including, without limitation, any action necessary to identify such holder as a selling securityholder in the Shelf Registration Statement, provided, however, that nothing in this Clause (y) shall (A) relieve any such holder of the obligation to return a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(d)(iii) hereof or (B) require the Company or the Guarantors to file more than one post-effective amendment to the Shelf Registration Statement in any 45-day period. The Company and the Guarantors further agree to supplement or make amendments to the Shelf Registration Statement, as and when required by the rules, regulations or instructions applicable to the registration form used by the Company and the Guarantors for such Shelf Registration Statement or by the Securities Act or rules and regulations thereunder for shelf registration, and the Company agrees to furnish to each Electing Holder copies of any such supplement or amendment prior to its being used or promptly following its filing with the Commission.

(c) Notwithstanding the foregoing, the Company may issue a notice that the Shelf Registration Statement is no longer effective or the prospectus included therein is no longer usable for offers and sales of Registrable Securities covered by the Shelf Registration Statement for a period not to exceed 60 days in the aggregate in any twelve-month period (a “suspension period”) if (i) such action is required by applicable law; or (ii) due to the existence of material non-public information, disclosure of such material non-public information would be required to make the statements contained in the applicable registration statement not misleading (including for the avoidance of doubt, the pendency of an acquisition, disposition or public or private offering by the Company), and the Company has a bona fide business purpose for preserving as confidential such material non-public information (other than avoidance of its obligations hereunder) ; provided that  (x) the Company promptly thereafter complies with the requirements of Section 3(d) hereof and (y) the required period of effectiveness for the Shelf Registration Period set forth in Section 2(b) hereof shall be extended by the number of days during which such Shelf Registration Statement was not effective or usable pursuant to the foregoing provisions.

5

(d) In the event that (i) the Company and the Guarantors have not filed the Exchange Offer Registration Statement or Shelf Registration Statement on or before the date on which such registration statement is required to be filed pursuant to Section 2(a) or 2(b), respectively, or (ii) such Exchange Offer Registration Statement or Shelf Registration Statement has not become effective or been declared effective by the Commission on or before the date on which such registration statement is required to become or be declared effective pursuant to Section 2(a) or 2(b), respectively, or (iii) the Exchange Offer has not been consummated within 60 business days after the initial effective date of the Exchange Offer Registration Statement relating to the Exchange Offer (if the Exchange Offer is then required to be made) or (iv) any Exchange Offer Registration Statement or Shelf Registration Statement required by Section 2(a) or 2(b) hereof is filed and declared effective but shall thereafter either be withdrawn by the Company or shall become subject to an effective stop order issued pursuant to Section 8(d) of the Securities Act suspending the effectiveness of such registration statement (except as specifically permitted herein) without being succeeded immediately by an additional registration statement filed and declared effective (each such event referred to in clauses (i) through (iv), a “Registration Default” and each period during which a Registration Default has occurred and is continuing, a “Registration Default Period”), then, as liquidated damages for such Registration Default, subject to the provisions of Section 9(b), special interest (“Special Interest”), in addition to the Base Interest, shall accrue in an amount equal to $.05 per week per $1,000 principal amount of Registrable Securities held by such holder for the first 90 days of the Registration Default Period. The amount of Special Interest shall increase by an additional $.05 per week per $1,000 principal amount of Registrable Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Special Interest for all Registration Defaults of $.20 per week per $1,000 principal amount of Registrable Securities.

(e) The Company shall take, and shall cause the Guarantors to take, all actions reasonably necessary or advisable to be taken by it to ensure that the transactions contemplated herein are effected as so contemplated, including all actions reasonably necessary or advisable to register the Guarantees under the registration statement contemplated in Section 2(a) or 2(b) hereof, as applicable.

(f) Any reference herein to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time and any reference herein to any post-effective amendment to a registration statement as of any time shall be deemed to include any document incorporated, or deemed to be incorporated, therein by reference as of such time.

3.Registration Procedures.

If the Company and the Guarantors file a registration statement pursuant to Section 2(a) or Section 2(b), the following provisions shall apply:

(a)  At or before the Effective Time of the Exchange Registration or the Shelf Registration, as the case may be, the Company shall qualify the Indenture under the Trust Indenture Act of 1939.

(b)  In the event that such qualification would require the appointment of a new trustee under the Indenture, the Company shall appoint a new trustee thereunder pursuant to the applicable provisions of the Indenture.

6

(c)  In connection with the Company’s and the Guarantor’s obligations with respect to the registration of Exchange Securities as contemplated by Section 2(a) (the “Exchange Registration”), if applicable, the Company and the Guarantors shall, as soon as practicable (or as otherwise specified):

(i)prepare and file with the Commission no later than 90 days after the Closing Date, an Exchange Offer Registration Statement on any form which may be utilized by the Company and which shall permit the Exchange Offer and resales of Exchange Securities by broker-dealers during the Resale Period to be effected as contemplated by Section 2(a), and use all commercially reasonable efforts to have the Exchange Offer Registration Statement declared effective no later than 180 days after the Closing Date;

(ii)prepare and file with the Commission such amendments and supplements to such Exchange Offer Registration Statement and the prospectus included therein as may be necessary to effect and maintain the effectiveness of such Exchange Offer Registration Statement for the periods and purposes contemplated in Section 2(a) hereof and as may be required by the applicable rules and regulations of the Commission and the instructions applicable to the form of such Exchange Offer Registration Statement, and promptly provide each broker-dealer holding Exchange Securities with such number of copies of the prospectus included therein (as then amended or supplemented), in conformity in all material respects with the requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder, as such broker-dealer reasonably may request prior to the expiration of the Resale Period, for use in connection with resales of Exchange Securities;

(iii)promptly notify each broker-dealer that has requested or received copies of the prospectus included in such registration statement, and confirm such advice in writing, (A) when such Exchange Offer Registration Statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to such Exchange Offer Registration Statement or any post-effective amendment, when the same has become effective, (B) of any comments by the Commission and by the blue sky or securities commissioner or regulator of any state with respect thereto on, or any request by the Commission for amendments or supplements to or additional information relating to, such Exchange Offer Registration Statement or prospectus, (C) of the issuance by the Commission of any stop order suspending the effectiveness of such Exchange Offer Registration Statement or the initiation or threatening of any proceedings for that purpose, (D) if at any time the representations and warranties of the Company contemplated by Section 5 cease to be true and correct in all material respects, (E) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Exchange Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, or (F) at any time during the Resale Period when a prospectus is required to be delivered under the Securities Act, that such Exchange Offer Registration Statement, prospectus, prospectus amendment or supplement or post-effective amendment does not conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder or contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

7

(iv)in the event that the Company and the Guarantors would be required, pursuant to Section 3(c)(iii)(F) above, to notify any broker-dealers holding Exchange Securities, without delay prepare and furnish to each such holder a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to purchasers of such Exchange Securities during the Resale Period, such prospectus shall conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(v)use all commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of such Exchange Offer Registration Statement or any post-effective amendment thereto at the earliest practicable date;

(vi)use all commercially reasonable efforts to (A) register or qualify the Exchange Securities under the securities laws or blue sky laws of such jurisdictions as are contemplated by Section 2(a) no later than the commencement of the Exchange Offer, (B) keep such registrations or qualifications in effect and comply with such laws so as to permit the continuance of offers, sales and dealings therein in such jurisdictions until the expiration of the Resale Period and (C) take any and all other actions as may be reasonably necessary or advisable to enable each broker-dealer holding Exchange Securities to consummate the disposition thereof in such jurisdictions; provided, however, that neither the Company nor any of the Guarantors shall be required for any such purpose to (1) qualify as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this Section 3(c)(vi), (2) consent to general service of process in any such jurisdiction or (3) make any changes to its certificate of incorporation or by-laws or any agreement between it and its stockholders;

(vii)use all commercially reasonable efforts to obtain the consent or approval of each governmental agency or authority, whether federal, state or local, which may be required to effect the Exchange Registration, the Exchange Offer and the offering and sale of Exchange Securities by broker-dealers during the Resale Period;

(viii)provide a CUSIP number for all Exchange Securities, not later than the applicable Effective Time; and

(ix)comply with all applicable rules and regulations of the Commission, and make generally available to its securityholders as soon as practicable but no later than eighteen months after the effective date of such Exchange Offer Registration Statement, an earning statement of the Company and its subsidiaries complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder).

(d)  In connection with the Company’s and the Guarantors’ obligations with respect to the Shelf Registration, if applicable, the Company and the Guarantors shall:

(i)use all commercially reasonable efforts to prepare and file with the Commission, within the time periods specified in Section 2(b), a Shelf Registration Statement on any form which may be utilized by the Company and which shall register all of the Registrable Securities for resale by the holders thereof in

8

accordance with such method or methods of disposition as may be specified by such of the holders as, from time to time, may be Electing Holders and to cause such Shelf Registration Statement to become effective within the time periods specified in Section 2(b);

(ii)not less than 30 calendar days prior to the Effective Time of the Shelf Registration Statement, mail the Notice and Questionnaire to the holders of Registrable Securities; no holder shall be entitled to be named as a selling securityholder in the Shelf Registration Statement as of the Effective Time, and no holder shall be entitled to use the prospectus forming a part thereof for resales of Registrable Securities at any time, unless such holder has returned a completed and signed Notice and Questionnaire to the Company by the deadline for response set forth therein; provided, however, holders of Registrable Securities shall have at least 28 calendar days from the date on which the Notice and Questionnaire is first mailed to such holders to return a completed and signed Notice and Questionnaire to the Company;

(iii)after the Effective Time of the Shelf Registration Statement, upon the request of any holder of Registrable Securities that is not then an Electing Holder, promptly send a Notice and Questionnaire to such holder; provided that the Company shall not be required (A) to take any action to name such holder as a selling securityholder in the Shelf Registration Statement or to enable such holder to use the prospectus forming a part thereof for resales of Registrable Securities until such holder has returned a completed and signed Notice and Questionnaire to the Company and (B) nothing in this clause (iii) shall require the Company or the Guarantors to file more than one post-effective amendment to the Shelf Registration Statement in any 45-day period;

(iv)as soon as practicable prepare and file with the Commission such amendments and supplements to such Shelf Registration Statement and the prospectus included therein as may be necessary to effect and maintain the effectiveness of such Shelf Registration Statement for the period specified in Section 2(b) hereof and as may be required by the applicable rules and regulations of the Commission and the instructions applicable to the form of such Shelf Registration Statement, and furnish to the Electing Holders copies of any such supplement or amendment simultaneously with or prior to its being used or filed with the Commission;

(v)comply with the provisions of the Securities Act with respect to the disposition of all of the Registrable Securities covered by such Shelf Registration Statement in accordance with the intended methods of disposition by the Electing Holders provided for in such Shelf Registration Statement;

(vi)provide (A) the Electing Holders, (B) the underwriters (which term, for purposes of this Exchange and Registration Rights Agreement, shall include a person deemed to be an underwriter within the meaning of Section 2(a)(11) of the Securities Act), if any, thereof, (C) any sales or placement agent therefor, (D) counsel for any such underwriter or agent and (E) not more than one counsel for all the Electing Holders the opportunity to review and comment on such Shelf Registration Statement, each prospectus included therein or filed with the Commission and each amendment or supplement thereto prior to the filing thereof with the Commission;

9

(vii)for a reasonable period prior to the filing of such Shelf Registration Statement, and throughout the period specified in Section 2(b), make available at reasonable times at the Company’s principal place of business or such other reasonable place for inspection by the persons referred to in Section 3(d)(vi) who shall certify to the Company that they have a current intention to sell the Registrable Securities pursuant to the Shelf Registration such financial and other information and books and records of the Company, and cause the officers, employees, counsel and independent certified public accountants of the Company to respond to such inquiries, as shall be reasonably necessary, in the judgment of the respective counsel referred to in such Section, to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided, however, that each such party shall be required to maintain in confidence and not to disclose to any other person any information or records reasonably designated by the Company as being confidential, until such time as (A) such information becomes a matter of public record (whether by virtue of its inclusion in such registration statement or otherwise), or (B) such person shall be required so to disclose such information pursuant to a subpoena or order of any court or other governmental agency or body having jurisdiction over the matter (subject to the requirements of such order, and only after such person shall have given the Company prompt prior written notice of such requirement), or (C) such information is required to be set forth in such Shelf Registration Statement or the prospectus included therein or in an amendment to such Shelf Registration Statement or an amendment or supplement to such prospectus in order that such Shelf Registration Statement, prospectus, amendment or supplement, as the case may be, complies with applicable requirements of the federal securities laws and the rules and regulations of the Commission and does not contain an untrue statement of a material fact or omit to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing;

(viii)promptly notify each of the Electing Holders, any sales or placement agent therefor and any underwriter thereof (which notification may be made through any managing underwriter that is a representative of such underwriter for such purpose) and confirm such advice in writing, (A) when such Shelf Registration Statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed, and, with respect to such Shelf Registration Statement or any post-effective amendment, when the same has become effective, (B) of any comments by the Commission and by the blue sky or securities commissioner or regulator of any state with respect thereto, or any request by the Commission for amendments or supplements to or additional information relating to, such Shelf Registration Statement or prospectus, (C) of the issuance by the Commission of any stop order suspending the effectiveness of such Shelf Registration Statement or the initiation or threatening of any proceedings for that purpose, (D) if at any time the representations and warranties of the Company contemplated by Section 3(d)(xvii) or Section 5 cease to be true and correct in all material respects, (E) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, or (F) if at any time when a prospectus is required to be delivered under the Securities Act, that such Shelf Registration Statement, prospectus, prospectus amendment or supplement or post-effective amendment does not conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder or contains an untrue statement

10

of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

(ix)use all commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statement or any post-effective amendment thereto at the earliest practicable date;

(x)if requested by any managing underwriter or underwriters, any placement or sales agent or any Electing Holder, promptly incorporate in a prospectus supplement or post-effective amendment such information as is required by the applicable rules and regulations of the Commission and as such managing underwriter or underwriters, such agent or such Electing Holder specifies should be included therein relating to the terms of the sale of such Registrable Securities, including information with respect to the principal amount of Registrable Securities being sold by such Electing Holder or agent or to any underwriters, the name and description of such Electing Holder, agent or underwriter, the offering price of such Registrable Securities and any discount, commission or other compensation payable in respect thereof, the purchase price being paid therefor by such underwriters and with respect to any other terms of the offering of the Registrable Securities to be sold by such Electing Holder or agent or to such underwriters; and make all required filings of such prospectus supplement or post-effective amendment promptly after notification of the matters to be incorporated in such prospectus supplement or post-effective amendment;

(xi)furnish upon request to each Electing Holder, each placement or sales agent, if any, therefor, each underwriter, if any, thereof and the respective counsel referred to in Section 3(d)(vi) such number of conformed copies of such Shelf Registration Statement, each such amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein) and of the prospectus included in such Shelf Registration Statement (including each preliminary prospectus and any summary prospectus), in conformity in all material respects with the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder, and such other documents, as such Electing Holder, agent, if any, and underwriter, if any, may reasonably request in order to facilitate the offering and disposition of the Registrable Securities owned by such Electing Holder, offered or sold by such agent or underwritten by such underwriter and to permit such Electing Holder, agent and underwriter to satisfy the prospectus delivery requirements of the Securities Act; and the Company hereby consents to the use of such prospectus (including such preliminary and summary prospectus) and any amendment or supplement thereto by each such Electing Holder and by any such agent and underwriter, in each case in the form most recently provided to such person by the Company, in connection with the offering and sale of the Registrable Securities covered by the prospectus (including such preliminary and summary prospectus) or any supplement or amendment thereto;

(xii)use all commercially reasonable efforts to (A) register or qualify the Registrable Securities to be included in such Shelf Registration Statement under such securities laws or blue sky laws of such jurisdictions as any Electing Holder and each placement or sales agent, if any, therefor and underwriter, if any, thereof shall reasonably request, (B) keep such registrations or qualifications in effect and comply with such laws so as to permit the continuance of offers, sales and dealings therein

11

in such jurisdictions during the period the Shelf Registration is required to remain effective under Section 2(b) above and (C) take any and all other actions as may be reasonably necessary or advisable to enable each such Electing Holder, agent, if any, and underwriter, if any, to consummate the disposition in such jurisdictions of such Registrable Securities; provided, however, that neitherthe Company nor any of the Guarantors shall be required for any such purpose to (1) qualify as a foreign corporation in any jurisdiction wherein it would not otherwise be required to qualify but for the requirements of this Section 3(d)(xii), (2) consent to general service of process in any such jurisdiction or (3) make any changes to its certificate of incorporation or by-laws or any agreement between it and its stockholders;

(xiii)use all commercially reasonable efforts to obtain the consent or approval of each governmental agency or authority, whether federal, state or local, which may be required to effect the Shelf Registration or the offering or sale in connection therewith or to enable the selling holder or holders to offer, or to consummate the disposition of, their Registrable Securities;

(xiv)unless any Registrable Securities shall be in book-entry only form, cooperate with the Electing Holders and the managing underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold, which certificates, if so required by any securities exchange upon which any Registrable Securities are listed, shall be penned, lithographed or engraved, or produced by any combination of such methods, on steel engraved borders, and which certificates shall not bear any restrictive legends; and, in the case of an underwritten offering, enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters may request at least two business days prior to any sale of the Registrable Securities;

(xv)provide a CUSIP number for all Registrable Securities, not later than the applicable Effective Time;

(xvi)enter into one or more underwriting agreements, engagement letters, agency agreements, “best efforts” underwriting agreements or similar agreements, as appropriate, including customary provisions relating to indemnification and contribution, and take such other actions in connection therewith as any Electing Holders aggregating at least a majority in aggregate principal amount of the Registrable Securities at the time outstanding shall request in order to expedite or facilitate the disposition of such Registrable Securities;

(xvii)whether or not an agreement of the type referred to in Section 3(d)(xvi) hereof is entered into and whether or not any portion of the offering contemplated by the Shelf Registration is an underwritten offering or is made through a placement or sales agent or any other entity, (A) make such representations and warranties to the Electing Holders and the placement or sales agent, if any, therefor and the underwriters, if any, thereof in form, substance and scope as are customarily made in connection with an offering of debt securities pursuant to any appropriate agreement applicable to the Shelf Registration; (B) obtain an opinion of counsel to the Company in customary form and covering such matters, of the type customarily covered by such an opinion, as the managing underwriters, if any, or as any Electing Holders of at least a majority in aggregate principal amount of the Registrable Securities at the time outstanding may reasonably request, addressed to such Electing Holder or Electing Holders and the placement or sales agent, if any, therefor and the underwriters, if any, thereof and dated the effective date of such Shelf Registration

12

Statement (and if such Shelf Registration Statement contemplates an underwritten offering of a part or all of the Registrable Securities, dated the date of the closing under the underwriting agreement relating thereto) (it being agreed that the matters to be covered by such opinion shall include the due incorporation and good standing of the Company and its subsidiaries; the qualification of the Company and its subsidiaries to transact business as foreign corporations; the due authorization, execution and delivery of the relevant agreement of the type referred to in Section 3(d)(xvi) hereof; the due authorization, execution, authentication and issuance, and the validity and enforceability, of the Securities; the absence of material legal or governmental proceedings involving the Company; the absence of a breach by the Company or any of its subsidiaries of, or a default under, material agreements binding upon the Company or any subsidiary of the Company; the absence of governmental approvals required to be obtained in connection with the Shelf Registration, the offering and sale of the Registrable Securities, this Exchange and Registration Rights Agreement or any agreement of the type referred to in Section 3(d)(xvi) hereof, except such approvals as may be required under state securities or blue sky laws; the material compliance as to form of such Shelf Registration Statement and any documents incorporated by reference therein and of the Indenture with the requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder, respectively; and, as of the date of the opinion and of the Shelf Registration Statement or most recent post-effective amendment thereto, as the case may be, the absence from such Shelf Registration Statement and the prospectus included therein, as then amended or supplemented, and from the documents incorporated by reference therein (in each case other than the financial statements and other financial information contained therein) of an untrue statement of a material fact or the omission to state therein a material fact necessary to make the statements therein not misleading (in the case of such documents, in the light of the circumstances under which they were made)); (C) obtain a “cold comfort” letter or letters from the independent certified public accountants of the Company addressed to the selling Electing Holders, the placement or sales agent, if any, therefor or the underwriters, if any, thereof, dated (i) the effective date of such Shelf Registration Statement and (ii) the effective date of any prospectus supplement to the prospectus included in such Shelf Registration Statement or post-effective amendment to such Shelf Registration Statement which includes unaudited or audited financial statements as of a date or for a period subsequent to that of the latest such statements included in such prospectus (and, if such Shelf Registration Statement contemplates an underwritten offering pursuant to any prospectus supplement to the prospectus included in such Shelf Registration Statement or post-effective amendment to such Shelf Registration Statement which includes unaudited or audited financial statements as of a date or for a period subsequent to that of the latest such statements included in such prospectus, dated the date of the closing under the underwriting agreement relating thereto), such letter or letters to be in customary form and covering such matters of the type customarily covered by letters of such type; (D) deliver such documents and certificates, including officers’ certificates, as may be reasonably requested by any Electing Holders of at least a majority in aggregate principal amount of the Registrable Securities at the time outstanding or the placement or sales agent, if any, therefor and the managing underwriters, if any, thereof to evidence the accuracy of the representations and warranties made pursuant to clause (A) above or those contained in Section 5(a) hereof and the compliance with or satisfaction of any agreements or conditions contained in the underwriting agreement or other agreement entered into by the Company or the Guarantors; and (E) undertake such

13

obligations relating to expense reimbursement, indemnification and contribution as are provided in Section 6 hereof;

(xviii)notify in writing each holder of Registrable Securities of any proposal by the Company to amend or waive any provision of this Exchange and Registration Rights Agreement pursuant to Section 9(h) hereof and of any amendment or waiver effected pursuant thereto, each of which notices shall contain the text of the amendment or waiver proposed or effected, as the case may be;

(xix)in the event that any broker-dealer registered under the Exchange Act shall underwrite any Registrable Securities or participate as a member of an underwriting syndicate or selling group or “assist in the distribution” (within the meaning of the Conduct Rules (the “Conduct Rules) of the National Association of Securities Dealers, Inc. (“NASD”) or any successor thereto, as amended from time to time) thereof, whether as a holder of such Registrable Securities or as an underwriter, a placement or sales agent or a broker or dealer in respect thereof, or otherwise, assist such broker-dealer in complying with the requirements of such Conduct Rules, including by (A) if such Conduct Rules shall so require, engaging a “qualified independent underwriter” (as defined in such Conduct Rules) to participate in the preparation of the Shelf Registration Statement relating to such Registrable Securities, to exercise usual standards of due diligence in respect thereto and, if any portion of the offering contemplated by such Shelf Registration Statement is an underwritten offering or is made through a placement or sales agent, to recommend the yield of such Registrable Securities, (B) indemnifying any such qualified independent underwriter to the extent of the indemnification of underwriters provided in Section 6 hereof (or to such other customary extent as may be requested by such underwriter), and (C) providing such information to such broker-dealer as may be required in order for such broker-dealer to comply with the requirements of the Conduct Rules; and

(xx)comply with all applicable rules and regulations of the Commission, and make generally available to its securityholders as soon as practicable but in any event not later than eighteen months after the effective date of such Shelf Registration Statement, an earning statement of the Company and its subsidiaries complying with Section 11(a) of the Securities Act (including, at the option of the Company, Rule 158 thereunder).

(e)  In the event that the Company would be required, pursuant to Section 3(d)(viii)(F) above, to notify the Electing Holders, the placement or sales agent, if any, therefor and the managing underwriters, if any, thereof, the Company shall without delay prepare and furnish to each of the Electing Holders, to each placement or sales agent, if any, and to each such underwriter, if any, a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to purchasers of Registrable Securities, such prospectus shall conform in all material respects to the applicable requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Each Electing Holder agrees that upon receipt of any notice from the Company pursuant to Section 3(d)(viii)(F) hereof, such Electing Holder shall forthwith discontinue the disposition of Registrable Securities pursuant to the Shelf Registration Statement applicable to such Registrable Securities until such Electing Holder shall have received copies of such amended or supplemented prospectus, and if so directed by the Company, such Electing

14

Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in such Electing Holder’s possession of the prospectus covering such Registrable Securities at the time of receipt of such notice.

(f)  In the event of a Shelf Registration, in addition to the information required to be provided by each Electing Holder in its Notice Questionnaire, the Company may require such Electing Holder to furnish to the Company such additional information regarding such Electing Holder and such Electing Holder’s intended method of distribution of Registrable Securities as may be required in order to comply with the Securities Act. Each such Electing Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Electing Holder to the Company or of the occurrence of any event in either case as a result of which any prospectus relating to such Shelf Registration contains or would contain an untrue statement of a material fact regarding such Electing Holder or such Electing Holder’s intended method of disposition of such Registrable Securities or omits or would omit to state any material fact regarding such Electing Holder or such Electing Holder’s intended method of disposition of such Registrable Securities required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and promptly to furnish to the Company any additional information required to correct and update any previously furnished information or required so that such prospectus shall not contain, with respect to such Electing Holder or the disposition of such Registrable Securities, an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

(g)  Until the expiration of two years after the Closing Date, the Company will not, and will not permit any of its “affiliates” (as defined in Rule 144) to, resell any of the Securities that have been reacquired by any of them except pursuant to an effective registration statement under the Securities Act.

4.Registration Expenses.

The Company agrees to bear and to pay or cause to be paid promptly all expenses incident to the Company’s performance of or compliance with this Exchange and Registration Rights Agreement, including (a) all Commission and any NASD registration, filing and review fees and expenses including reasonable fees and disbursements of counsel for the placement or sales agent or underwriters in connection with such registration, filing and review, (b) all fees and expenses in connection with the qualification of the Securities for offering and sale under the State securities and blue sky laws referred to in Section 3(d)(xii) hereof and determination of their eligibility for investment under the laws of such jurisdictions as any managing underwriters or the Electing Holders may designate, including any reasonable fees and disbursements of counsel for the Electing Holders or underwriters in connection with such qualification and determination, (c) all expenses relating to the preparation, printing, production, distribution and reproduction of each registration statement required to be filed hereunder, each prospectus included therein or prepared for distribution pursuant hereto, each amendment or supplement to the foregoing, the expenses of preparing the Securities for delivery and the expenses of printing or reproducing any underwriting agreements, agreements among underwriters, selling agreements and blue sky or legal investment memoranda and all other documents in connection with the offering, sale or delivery of Securities to be disposed of (including certificates representing the Securities), (d) messenger, telephone and delivery expenses relating to the offering, sale or delivery of Securities and the preparation of documents referred in clause (c) above, (e) fees and expenses of the Trustee under the Indenture, any agent of the Trustee and any counsel for the Trustee and of any collateral agent or custodian, (f) internal

15

expenses (including all salaries and expenses of the Company’s officers and employees performing legal or accounting duties), (g) fees, disbursements and expenses of counsel and independent certified public accountants of the Company (including the expenses of any opinions or “cold comfort” letters required by or incident to such performance and compliance), (h) fees, disbursements and expenses of any “qualified independent underwriter” engaged pursuant to Section 3(d)(xix) hereof, (i) reasonable fees, disbursements and expenses of one counsel for the Electing Holders retained in connection with a Shelf Registration, as selected by the Electing Holders of at least a majority in aggregate principal amount of the Registrable Securities held by Electing Holders (which counsel shall be reasonably satisfactory to the Company), (j) any fees charged by securities rating services for rating the Securities, and (k) fees, expenses and disbursements of any other persons, including special experts, retained by the Company in connection with such registration (collectively, the “Registration Expenses”). To the extent that any Registration Expenses are incurred, assumed or paid by any holder of Registrable Securities or any placement or sales agent therefor or underwriter thereof, the Company shall reimburse such person for the full amount of the Registration Expenses so incurred, assumed or paid promptly after receipt of a request therefor. Notwithstanding the foregoing, the holders of the Registrable Securities being registered shall pay all agency fees and commissions and underwriting discounts and commissions attributable to the sale of such Registrable Securities and the fees and disbursements of any counsel or other advisors or experts retained by such holders (severally or jointly), other than the counsel and experts specifically referred to above.

5.Representations and Warranties.

Each of the Company and the Guarantors, jointly and severally, represents and warrants to, and agree with, each Purchaser and each of the holders from time to time of Registrable Securities that:

(a)  Each registration statement covering Registrable Securities and each prospectus (including any preliminary or summary prospectus) contained therein or furnished pursuant to Section 3(d) or Section 3(c) hereof and any further amendments or supplements to any such registration statement or prospectus, when it becomes effective or is filed with the Commission, as the case may be, and, in the case of an underwritten offering of Registrable Securities, at the time of the closing under the underwriting agreement relating thereto, will conform in all material respects to the requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and at all times subsequent to the Effective Time when a prospectus would be required to be delivered under the Securities Act, other than (A) from (i) such time as a condition or event of the type described in Section 3(d)(viii)(F) or Section 3(c)(iii)(F) hereof is discovered by the Company and notice thereof is given to holders of Registrable Securities as contemplated by Section 3(d)(viii) and 3(c)(iii) until (ii) such time as the Company furnishes an amended or supplemented prospectus pursuant to Section 3(e) or Section 3(c)(iv) hereof and (B) during the pendancy of any suspension period described in Section 2(c) hereof, each such registration statement, and each prospectus (including any summary prospectus) contained therein or furnished pursuant to Section 3(d) or Section 3(c) hereof, as then amended or supplemented, will conform in all material respects to the requirements of the Securities Act and the Trust Indenture Act and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with

16

information furnished in writing to the Company by a holder of Registrable Securities expressly for use therein.

(b)  Any documents incorporated by reference in any prospectus referred to in Section 5(a) hereof, when they become or became effective or are or were filed with the Commission, as the case may be, will conform or conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and none of such documents will contain or contained an untrue statement of a material fact or will omit or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by a holder of Registrable Securities expressly for use therein.

(c)  The compliance by the Company and the Guarantors with all of the provisions of this Exchange and Registration Rights Agreement and the consummation of the transactions herein contemplated will not, except as could not reasonably be expected to have a Material Adverse Effect (as defined in the Purchase Agreement)  conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company, the Guarantors or any of their respective subsidiaries is a party or by which the Company, the Guarantors or any of their respective subsidiaries is bound or to which any of the property or assets of the Company, the Guarantors or any of their respective subsidiaries is subject, nor will such action result in any violation of the provisions of the certificate of incorporation, certificate of formation or certificate of limited partnership, as amended, or the by-laws or organization documents, as applicable, of the Companyor any Guarantor or except as could not reasonably be expected to have a Material Adverse Effect (as defined in the Purchase Agreement) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company, the Guarantors or any of their respective subsidiaries or any of their properties; and no consent, approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for the consummation by the Company and the Guarantors of the transactions contemplated by this Exchange and Registration Rights Agreement, except the registration under the Securities Act of the Securities, qualification of the Indenture under the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under State securities or blue sky laws in connection with the offering and distribution of the Securities.

(d)  This Exchange and Registration Rights Agreement has been duly authorized, executed and delivered by the Company and the Guarantors.

6.Indemnification.

(a)  Indemnification by the Company and the Guarantors. The Company and the Guarantors, jointly and severally, will indemnify and hold harmless each of the holders of Registrable Securities included in an Exchange Offer Registration Statement, each of the Electing Holders of Registrable Securities included in a Shelf Registration Statement and each person who participates as a placement or sales agent or as an underwriter in any offering or sale of such Registrable Securities against any losses, claims, damages or liabilities, joint or several, to which such holder, agent or underwriter may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in any Exchange Offer Registration Statement

17

or Shelf Registration Statement, as the case may be, under which such Registrable Securities were registered under the Securities Act, or any preliminary, final or summary prospectus contained therein or furnished by the Company to any such holder, Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse such holder, such Electing Holder, such agent and such underwriter for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that neither the Company nor any of the Guarantors shall be liable to any such person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, or preliminary, final or summary prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by such person expressly for use therein and provided, further, that the Company and the Guarantors shall not be liable to any holder, Electing Holder, agent or underwriter under this subsection (a) with respect to any Preliminary Offering Circular (as defined in the Purchase Agreement) to the extent that such loss, claim, damage or liability of such holder, Electing Holder, agent or underwriter results from the fact that such holder, Electing Holder, agent or underwriter sold Securities to a person to whom it shall be established that there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Offering Circular (as defined in the Purchase Agreement) as then amended or supplemented if the Company has previously furnished copies thereof in sufficient quantity to such Purchaser and sufficiently in advance of the Closing Date to allow for distribution by the Closing Date and the loss, claim, damage or liability of such holder, Electing Holder, agent or underwriter results from an untrue statement or omission of a material fact contained in or omitted from the Preliminary Offering Circular which was corrected in the Offering Circular or in the Offering Circular as then amended or supplemented and such correction would have cured the defect giving rise to such loss, claim, damage or liability.

(b)  Indemnification by the Holders and any Agents and Underwriters. The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2(b) hereof and to entering into any underwriting agreement with respect thereto, that the Company shall have received an undertaking reasonably satisfactory to it from the Electing Holder of such Registrable Securities and from each underwriter named in any such underwriting agreement, severally and not jointly, to (i) indemnify and hold harmless the Company,the Guarantors, and all other holders of Registrable Securities, against any losses, claims, damages or liabilities to which the Company, the Guarantors or such other holders of Registrable Securities may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in such registration statement, or any preliminary, final or summary prospectus contained therein or furnished by the Company to any such Electing Holder, agent or underwriter, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such Electing Holder or underwriter expressly for use therein, and (ii) reimburse the Company and the Guarantors for any legal or other expenses reasonably incurred by the Company and the Guarantors in

18

connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Electing Holder shall be required to undertake liability to any person under this Section 6(b) for any amounts in excess of the dollar amount of the proceeds to be received by such Electing Holder from the sale of such Electing Holder’s Registrable Securities pursuant to such registration.

(c)  Notices of Claims, Etc. Promptly after receipt by an indemnified party under subsection (a) or (b) above of written notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against an indemnifying party pursuant to the indemnification provisions of or contemplated by this Section 6, notify such indemnifying party in writing of the commencement of such action; but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party otherwise than under the indemnification provisions of or contemplated by Section 6(a) or 6(b) hereof. In case any such action shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation.  No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(d)  Contribution. If for any reason the indemnification provisions contemplated by Section 6(a) or Section 6(b) are unavailable to or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault of such indemnifying party and indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by such indemnifying party or by such indemnified party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this Section 6(d) were determined by pro rata allocation (even if the holders or any agents or underwriters or all of them were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 6(d). The amount paid or payable by an

19

indemnified party as a result of the losses, claims, damages, or liabilities (or actions in respect thereof) referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 6(d), no holder shall be required to contribute any amount in excess of the amount by which the dollar amount of the proceeds received by such holder from the sale of any Registrable Securities (after deducting any fees, discounts and commissions applicable thereto) exceeds the amount of any damages which such holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission, and no underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Registrable Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The holders’ and any underwriters’ obligations in this Section 6(d) to contribute shall be several in proportion to the principal amount of Registrable Securities registered or underwritten, as the case may be, by them and not joint.

(e)  The obligations of the Company and the Guarantors under this Section 6 shall be in addition to any liability which the Company or the Guarantors may otherwise have and shall extend, upon the same terms and conditions, to each officer, director and partner of each holder, agent and underwriter and each person, if any, who controls any holder, agent or underwriter within the meaning of the Securities Act; and the obligations of the holders and any agents or underwriters contemplated by this Section 6 shall be in addition to any liability which the respective holder, agent or underwriter may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company or the Guarantors (including any person who, with his consent, is named in any registration statement as about to become a director of the Company or the Guarantor) and to each person, if any, who controls the Company within the meaning of the Securities Act.

7.Underwritten Offerings.

(a)  Selection of Underwriters. If any of the Registrable Securities covered by the Shelf Registration are to be sold pursuant to an underwritten offering, the managing underwriter or underwriters thereof shall be designated by Electing Holders holding at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering, provided that such designated managing underwriter or underwriters is or are reasonably acceptable to the Company.

(b)  Participation by Holders. Each holder of Registrable Securities hereby agrees with each other such holder that no such holder may participate in any underwritten offering hereunder unless such holder (i) agrees to sell such holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

8.Rule 144.

The Company covenants to the holders of Registrable Securities that to the extent it shall be required to do so under the Exchange Act, the Company shall timely file the reports

20

required to be filed by it under the Exchange Act or the Securities Act (including the reports under Section 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the Securities Act) and the rules and regulations adopted by the Commission thereunder, and shall take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144 under the Securities Act, as such Rule may be amended from time to time, or any similar or successor rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities in connection with that holder’s sale pursuant to Rule 144, the Company shall deliver to such holder a written statement as to whether it has complied with such requirements.

9.Miscellaneous.

(a)  No Inconsistent Agreements.  The Company represents, warrants, covenants and agrees that it has not granted, and shall not grant, registration rights with respect to Registrable Securities or any other securities which would be inconsistent with the terms contained in this Exchange and Registration Rights Agreement.

(b)  Specific Performance.  The parties hereto acknowledge that there would be no adequate remedy at law if the Company fails to perform any of its obligations hereunder and that the Purchasers and the holders from time to time of the Registrable Securities may be irreparably harmed by any such failure, and accordingly agree that the Purchasers and such holders, in addition to any other remedy to which they may be entitled at law or in equity, shall be entitled to compel specific performance of the obligations of the Company under this Exchange and Registration Rights Agreement in accordance with the terms and conditions of this Exchange and Registration Rights Agreement, in any court of the United States or any State thereof having jurisdiction.

(c)  Notices.  All notices, requests, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered by hand, if delivered personally or by courier, or three days after being deposited in the mail (registered or certified mail, postage prepaid, return receipt requested) as follows: If to the Company, to it at Sealy Mattress Company, One Office Parkway at Sealy Drive, Trinity, North Carolina 27370 Attention:  General Counsel, and if to a holder, to the address of such holder set forth in the security register or other records of the Company, or to such other address as the Company or any such holder may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt.

(d)  Parties in Interest.  All the terms and provisions of this Exchange and Registration Rights Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties hereto and the holders from time to time of the Registrable Securities and the respective successors and assigns of the parties hereto and such holders. In the event that any transferee of any holder of Registrable Securities shall acquire Registrable Securities, in any manner, whether by gift, bequest, purchase, operation of law or otherwise, such transferee shall, without any further writing or action of any kind, be deemed a beneficiary hereof for all purposes and such Registrable Securities shall be held subject to all of the terms of this Exchange and Registration Rights Agreement, and by taking and holding such Registrable Securities such transferee shall be entitled to receive the benefits of, and be conclusively deemed to have agreed to be bound by all of the applicable terms and provisions of this Exchange and Registration Rights Agreement. If the

21

Company shall so request, any such successor, assign or transferee shall agree in writing to acquire and hold the Registrable Securities subject to all of the applicable terms hereof.

(e)  Survival.  The respective indemnities, agreements, representations, warranties and each other provision set forth in this Exchange and Registration Rights Agreement or made pursuant hereto shall remain in full force and effect regardless of any investigation (or statement as to the results thereof) made by or on behalf of any holder of Registrable Securities, any director, officer or partner of such holder, any agent or underwriter or any director, officer or partner thereof, or any controlling person of any of the foregoing, and shall survive delivery of and payment for the Registrable Securities pursuant to the Purchase Agreement and the transfer and registration of Registrable Securities by such holder and the consummation of an Exchange Offer.

(f)  Governing Law.  This Exchange and Registration Rights Agreement shall be governed by and construed in accordance with the laws of the State of New York.

(g)  Headings.  The descriptive headings of the several Sections and paragraphs of this Exchange and Registration Rights Agreement are inserted for convenience only, do not constitute a part of this Exchange and Registration Rights Agreement and shall not affect in any way the meaning or interpretation of this Exchange and Registration Rights Agreement.

(h)  Entire Agreement; Amendments.  This Exchange and Registration Rights Agreement and the other writings referred to herein (including the Indenture and the form of Securities) or delivered pursuant hereto which form a part hereof contain the entire understanding of the parties with respect to its subject matter. This Exchange and Registration Rights Agreement supersedes all prior agreements and understandings between the parties with respect to its subject matter. This Exchange and Registration Rights Agreement may be amended and the observance of any term of this Exchange and Registration Rights Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument duly executed by the Company and the holders of at least a majority in aggregate principal amount of the Registrable Securities at the time outstanding. Each holder of any Registrable Securities at the time or thereafter outstanding shall be bound by any amendment or waiver effected pursuant to this Section 9(h), whether or not any notice, writing or marking indicating such amendment or waiver appears on such Registrable Securities or is delivered to such holder.

(i)  Inspection.  For so long as this Exchange and Registration Rights Agreement shall be in effect, this Exchange and Registration Rights Agreement and a complete list of the names and addresses of all the registered holders of Registrable Securities shall be made available for inspection and copying on any business day by any holder of Registrable Securities for proper purposes only (which shall include any purpose related to the rights of the holders of Registrable Securities under the Securities, the Indenture and this Agreement) at the offices of the Company at the address thereof set forth in Section 9(c) above and at the office of the Trustee under the Indenture.

(j)  Counterparts.  This agreement may be executed by the parties in counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.

22

If the foregoing is in accordance with your understanding, please sign and return to us seven counterparts hereof, and upon the acceptance hereof by you, on behalf of each of the Purchasers, this letter and such acceptance hereof shall constitute a binding agreement between each of the Purchasers,the Guarantors and the Company.  It is understood that your acceptance of this letter on behalf of each of the Purchasers is pursuant to the authority set forth in a form of Agreement among Purchasers, the form of which shall be submitted to the Company for examination upon request, but without warranty on your part as to the authority of the signers thereof.

	Very truly yours,
	Sealy Mattress Company
	By:	/s/      Kenneth L. Walker
		Name: Kenneth L. Walker
		Title:		Vice President, General Counsel and Secretary
Sealy Corporation
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
Mattress Holdings International LLC
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
Advanced Sleep Products
Sealy Components-Pads, Inc.
Sealy Mattress Company of S.W. Virginia
	By:	/s/      Kenneth L. Walker
			Name:
			Title:

23

Accepted as of the date hereof:
Goldman, Sachs & Co.
J.P. Morgan Securities Inc.
RBC Capital Markets Corporation
ING Financial Markets LLC
By:	/s/		Goldman, Sachs & Co.
		(Goldman, Sachs & Co.)

24

Schedule I

Sealy Corporation

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

Mattress Holdings International LLC

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

Advanced Sleep Products

Sealy Components-Pads, Inc.

Sealy Mattress Company of S.W. Virginia

25

Exhibit A

Sealy Mattress Company

INSTRUCTION TO DTC PARTICIPANTS

(Date of Mailing)

URGENT - IMMEDIATE ATTENTION REQUESTED

DEADLINE FOR RESPONSE:  [DATE] *

The Depository Trust Company (“DTC”) has identified you as a DTC Participant through which beneficial interests in Sealy Mattress Company (the “Company”) 8.25% Senior Subordinated Notes due 2014 (the “Securities”) are held.

The Company is in the process of registering the Securities under the Securities Act of 1933 for resale by the beneficial owners thereof.  In order to have their Securities included in the registration statement, beneficial owners must complete and return the enclosed Notice of Registration Statement and Selling Securityholder Questionnaire.

It is important that beneficial owners of the Securities receive a copy of the enclosed materials as soon as possible as their rights to have the Securities included in the registration statement depend upon their returning the Notice and Questionnaire by [Deadline For Response].  Please forward a copy of the enclosed documents to each beneficial owner that holds interests in the Securities through you.  If you require more copies of the enclosed materials or have any questions pertaining to this matter, please contact Sealy Mattress Company, One Office Parkway at Sealy Drive, Trinity, North Carolina 27370 (336) 861-3500.

*Not less than 28 calendar days from date of mailing.

A-1

Sealy Mattress Company

Notice of Registration Statement
and
Selling Securityholder Questionnaire

(Date)

Reference is hereby made to the Exchange and Registration Rights Agreement (the “Exchange and Registration Rights Agreement”) among Sealy Mattress Company (the “Company”), the Guarantors party thereto and the Purchasers named therein.  Pursuant to the Exchange and Registration Rights Agreement, the Company has filed with the United States Securities and Exchange Commission (the “Commission”) a registration statement on Form [     ] (the “Shelf Registration Statement”) for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”), of the Company’s 8.25% Senior Subordinated Notes due 2014 (the “Securities”).  A copy of the Exchange and Registration Rights Agreement is attached hereto.  All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Exchange and Registration Rights Agreement.

Each beneficial owner of Registrable Securities (as defined below) is entitled to have the Registrable Securities beneficially owned by it included in the Shelf Registration Statement.  In order to have Registrable Securities included in the Shelf Registration Statement, this Notice of Registration Statement and Selling Securityholder Questionnaire (“Notice and Questionnaire”) must be completed, executed and delivered to the Company’s counsel at the address set forth herein for receipt ON OR BEFORE [Deadline for Response].  Beneficial owners of Registrable Securities who do not complete, execute and return this Notice and Questionnaire by such date (i) will not be named as selling securityholders in the Shelf Registration Statement and (ii) may not use the Prospectus forming a part thereof for resales of Registrable Securities.

Certain legal consequences arise from being named as a selling securityholder in the Shelf Registration Statement and related Prospectus.  Accordingly, holders and beneficial owners of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or not being named as a selling securityholder in the Shelf Registration Statement and related Prospectus.

The term “Registrable Securities” is defined in the Exchange and Registration Rights Agreement.

A-2

ELECTION

The undersigned holder (the “Selling Securityholder”) of Registrable Securities hereby elects to include in the Shelf Registration Statement the Registrable Securities beneficially owned by it and listed below in Item (3).  The undersigned, by signing and returning this Notice and Questionnaire, agrees to be bound with respect to such Registrable Securities by the terms and conditions of this Notice and Questionnaire and the Exchange and Registration Rights Agreement, including, without limitation, Section 6 of the Exchange and Registration Rights Agreement, as if the undersigned Selling Securityholder were an original party thereto.

Upon any sale of Registrable Securities pursuant to the Shelf Registration Statement, the Selling Securityholder will be required to deliver to the Company and Trustee the Notice of Transfer set forth in Appendix A to the Prospectus and as Exhibit B to the Exchange and Registration Rights Agreement.

The Selling Securityholder hereby provides the following information to the Company and represents and warrants that such information is accurate and complete:

A-3

QUESTIONNAIRE

(1)	(a)	Full Legal Name of Selling Securityholder:
	(b)	Full Legal Name of Registered Holder (if not the same as in (a) above) of Registrable Securities Listed in Item (3) below:
	(c)	Full Legal Name of DTC Participant (if applicable and if not the same as (b) above) Through Which Registrable Securities Listed in Item (3) below are Held:
(2)		Address for Notices to Selling Securityholder:
		Telephone:
		Fax:
		Contact Person:
(3)		Beneficial Ownership of Securities:
		Except as set forth below in this Item (3), the undersigned does not beneficially own any Securities.
	(a)	Principal amount of Registrable Securities beneficially owned:
		CUSIP No(s). of such Registrable Securities:
	(b)	Principal amount of Securities other than Registrable Securities beneficially owned:
		CUSIP No(s). of such other Securities:
	(c)	Principal amount of Registrable Securities which the undersigned wishes to be included in the Shelf Registration Statement:
		CUSIP No(s). of such Registrable Securities to be included in the Shelf Registration Statement:
(4)		Beneficial Ownership of Other Securities of the Company:
		Except as set forth below in this Item (4), the undersigned Selling Securityholder is not the beneficial or registered owner of any other securities of the Company, other than the Securities listed above in Item (3).
		State any exceptions here:

A-4

(5)	Relationships with the Company:
	Except as set forth below, neither the Selling Securityholder nor any of its affiliates, officers, directors or principal equity holders (5% or more) has held any position or office or has had any other material relationship with the Company (or its predecessors or affiliates) during the past three years.
	State any exceptions here:
(6)	Plan of Distribution:
	Except as set forth below, the undersigned Selling Securityholder intends to distribute the Registrable Securities listed above in Item (3) only as follows (if at all): Such Registrable Securities may be sold from time to time directly by the undersigned Selling Securityholder or, alternatively, through underwriters, broker-dealers or agents. Such Registrable Securities may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of sale, at varying prices determined at the time of sale, or at negotiated prices. Such sales may be effected in transactions (which may involve crosses or block transactions) (i) on any national securities exchange or quotation service on which the Registered Securities may be listed or quoted at the time of sale, (ii) in the over-the-counter market, (iii) in transactions otherwise than on such exchanges or services or in the over-the-counter market, or (iv) through the writing of options. In connection with sales of the Registrable Securities or otherwise, the Selling Securityholder may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the Registrable Securities in the course of hedging the positions they assume. The Selling Securityholder may also sell Registrable Securities short and deliver Registrable Securities to close out such short positions, or loan or pledge Registrable Securities to broker-dealers that in turn may sell such securities.
	State any exceptions here:

By signing below, the Selling Securityholder acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the Exchange Act and the rules and regulations thereunder, particularly Regulation M.

In the event that the Selling Securityholder transfers all or any portion of the Registrable Securities listed in Item (3) above after the date on which such information is provided to the Company, the Selling Securityholder agrees to notify the transferee(s) at the time of the transfer of its rights and obligations under this Notice and Questionnaire and the Exchange and Registration Rights Agreement.

By signing below, the Selling Securityholder consents to the disclosure of the information contained herein in its answers to Items (1) through (6) above and the inclusion of such information in the Shelf Registration Statement and related Prospectus.  The Selling Securityholder understands that such information will be relied upon by the Company in connection with the preparation of the Shelf Registration Statement and related Prospectus.

In accordance with the Selling Securityholder’s obligation under Section 3(d) of the Exchange and Registration Rights Agreement to provide such information as may be required by law for inclusion in the Shelf Registration Statement, the Selling Securityholder agrees to promptly notify the Company of any inaccuracies or changes in the information provided herein which

A-5

may occur subsequent to the date hereof at any time while the Shelf Registration Statement remains in effect.  All notices hereunder and pursuant to the Exchange and Registration Rights Agreement shall be made in writing, by hand-delivery, first-class mail, or air courier guaranteeing overnight delivery as follows:

(i)To the Company:

Sealy Mattress Company

One Office Parkway at Sealy Drive

Trinity, North Carolina 27370

Attention:  [                           ]

(ii)With a copy to:

Simpson Thacher & Barlett LLP

425 Lexington Avenue

New York, New York 10017

Attention:  [                           ]

Once this Notice and Questionnaire is executed by the Selling Securityholder and received by the Company’s counsel, the terms of this Notice and Questionnaire, and the representations and warranties contained herein, shall be binding on, shall inure to the benefit of and shall be enforceable by the respective successors, heirs, personal representatives, and assigns of the Company and the Selling Securityholder (with respect to the Registrable Securities beneficially owned by such Selling Securityholder and listed in Item (3) above).  This Agreement shall be governed in all respects by the laws of the State of New York.

A-6

IN WITNESS WHEREOF, the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person or by its duly authorized agent.

Dated:
	Selling Securityholder
	(Print/type full legal name of beneficial owner of Registrable Securities)
	By:
	Name:
	Title:

PLEASE RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY’S COUNSEL AT:

Simpson Thacher & Barlett LLP

425 Lexington Avenue

New York, New York 10017

Attention:  [                           ]

A-7

Exhibit B

NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT

The Bank of New York Trust Company, N.A.

Sealy Mattress Company

c/o The Bank of New York Trust Company, N.A.

10161 Centurian Parkway

Jacksonville, FL  32256

Attention:  Trust Officer

Re:Sealy Mattress Company (the “Company”)

8.25% Senior Subordinated Notes due 2014

Dear Sirs:

Please be advised that                                      has transferred $                                    aggregate principal amount of the above-referenced Notes pursuant to an effective Registration Statement on Form [       ] (File No. 333-         ) filed by the Company.

We hereby certify that the prospectus delivery requirements, if any, of the Securities Act of 1933, as amended, have been satisfied and that the above-named beneficial owner of the Notes is named as a “Selling Holder” in the Prospectus dated [date] or in supplements thereto, and that the aggregate principal amount of the Notes transferred are the Notes listed in such Prospectus opposite such owner’s name.

Dated:

Very truly yours,
	(Name)
By:
	(Authorized Signature)

B-1

EX-4.3

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 1.01Definitions.

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 2.01Release 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 3.01Agreement 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 3.02No 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.

2

ARTICLE FOUR

Amendments to the Indenture

Section 4.01Amendments

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 5.01Continuing 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 5.02Construction 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 5.03Trust 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.

3

Section 5.04Trustee 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 5.05Governing 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 5.06Effect of Headings.

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

Section 5.07Counterparts.

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:

7

EX-5.1

QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 5.1

Simpson Thacher & Bartlett LLP
425 Lexington Ave.
New York, New York 10017

July 1, 2004

Sealy Mattress Company
One Office Parkway at Sealy Drive
Trinity, North Carolina 27370

Ladies and Gentlemen:

        We have acted as counsel to Sealy Mattress Company, an Ohio corporation (the "Company"), Sealy Mattress Corporation, a Delaware corporation ("Holding"), and to certain subsidiaries of the Company named on Annex I hereto (the "Annex I Guarantors") and Annex II hereto (the "Annex II Guarantors"; collectively with the Annex I Guarantors, the "Subsidiary Guarantors", and collectively with the Annex I Guarantors and Holding, the "Guarantors") in connection with the Registration Statement on Form S-4 (the "Registration Statement") filed by the Company and the Guarantors with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, relating to the issuance by the Company of $390,000,000 aggregate principal amount of 8.25% Senior Subordinated Notes due 2014 (the "Exchange Securities") and the issuance by the Guarantors of guarantees (the "Guarantees") with respect to the Exchange Securities. The Exchange Securities and the Guarantees will be issued under an indenture dated as of April 6, 2004 (the "Original Indenture") among the Company, Sealy Corporation, a Delaware corporation (the "Parent"), the Subsidiary Guarantors and The Bank of New York Trust Company, N.A., as trustee (the "Trustee"), as supplemented by the First Supplemental Indenture, dated as of June 28, 2004 (the "Supplemental Indenture" and, collectively with the Original Indenture, the "Indenture"), among the Company, the Parent, the Guarantors and the Trustee. The Exchange Securities will be offered by the Company in exchange for $390,000,000 aggregate principal amount of its outstanding 8.25% Senior Subordinated Notes due 2014.

        We have examined the Registration Statement and the Original Indenture and the Supplemental Indenture, which have been filed with the Commission as exhibits to the Registration Statement. We also have examined the originals, or duplicates or certified or conformed copies, of such corporate records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth. As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company and the Guarantors.

        In rendering the opinions set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. We also have assumed that the Indenture is the valid and legally binding obligation of the Trustee.

        We have assumed further that (1) each of the Company and the Annex II Guarantors (collectively, the "Annex II Entities") has duly authorized, executed and delivered the Indenture and (2) execution, delivery and performance by the Annex II Entities of the Indenture, the Exchange Securities and the applicable Guarantees do not and will not violate the laws of the respective jurisdictions in which each of them is incorporated, organized or formed, as applicable, or any other applicable law (excepting the law of the State of New York and the federal laws of the United States).

        Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that:

        1.     When the Exchange Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon the exchange, the Exchange Securities will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms.

        2.     When (a) the Exchange Securities have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture upon the exchange and (b) the Guarantees have been duly issued, the Guarantees will constitute valid and legally binding obligations of the Guarantors enforceable against the Guarantors in accordance with their terms.

        Our opinions set forth above are subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.

        We do not express any opinion herein concerning any law other than the law of the State of New York, the federal law of the United States, the Delaware Limited Liability Company Act and the Delaware General Corporation Law (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing).

        We hereby consent to the filing of this opinion letter as Exhibit 5 to the Registration Statement and to the use of our name under the caption "Legal Matters" in the Prospectus included in the Registration Statement.

Very truly yours,

/s/ Simpson Thacher & Bartlett LLP SIMPSON THACHER & BARTLETT LLP

2

ANNEX I

Annex I Guarantors

Name of Entity	Jurisdiction of Organization
Sealy Mattress Company of Albany, Inc.	New York
The Ohio Mattress Company Licensing and Components Group	Delaware
Sealy Mattress Manufacturing Company, Inc.	Delaware
Sealy-Korea, Inc.	Delaware
Mattress Holdings International LLC	Delaware
Sealy Components-Pads, Inc.	Delaware

3

ANNEX II

Annex II Guarantors

Name of Entity	Jurisdiction of Organization
Sealy Mattress Company of Puerto Rico	Ohio
Ohio-Sealy Mattress Manufacturing Co., Inc.	Massachusetts
Ohio-Sealy Mattress Manufacturing Co.	Georgia
Sealy Mattress Company of Michigan, Inc.	Michigan
Sealy Mattress Company of Kansas City, Inc.	Missouri
Sealy of Maryland and Virginia, Inc.	Maryland
Sealy Mattress Company of Illinois	Illinois
A. Brandwein & Co.	Illinois
Sealy of Minnesota, Inc.	Minnesota
Sealy Mattress Company of Memphis	Tennessee
North American Bedding Company	Ohio
Sealy, Inc.	Ohio
Sealy Technology LLC	North Carolina
Sealy Real Estate, Inc.	North Carolina
Sealy Texas Management, Inc.	Texas
Sealy Texas Holdings LLC	North Carolina
Sealy Texas L.P.	Texas
Western Mattress Company	California
Advanced Sleep Products	California
Sealy Mattress Company of S.W. Virginia	Virginia

4

QuickLinks

Simpson Thacher & Bartlett LLP 425 Lexington Ave. New York, New York 10017
Annex I Guarantors
Annex II Guarantors

EX-10.13

EXHIBIT 10.13

EXECUTION COPY

STOCKHOLDERS’ AGREEMENT

This Stockholders’ Agreement (this “Agreement”), is entered into as of April 6, 2004 by and among Sealy Corporation, a Delaware corporation (the “Company”), Bain Capital Fund V, L.P. (which incorporates the former Bain Capital Fund V-B, L.P.), BCIP Associates, BCIP Trust Associates, L.P., Harvard Private Capital Holdings, Inc., Sealy Investors 1 LLC, Sealy Investors 2 LLC, Sealy Investors 3 LLC (each, other than the Company, a “Minority Investor” and collectively, the “Minority Investors”) and Sealy Holding LLC, a Delaware limited liability company (the “KKR Investor”).

RECITALS

WHEREAS, Posturepedic Acquisition Corp., a Delaware corporation (“Newco”), and the Company have entered into that certain Agreement and Plan of Merger dated as of March 3, 2004 (the “Merger Agreement”), pursuant to which Newco, or a permitted assignee of Newco, will merge (the “Merger”) with and into the Company with the Company continuing as the surviving corporation after the merger;

WHEREAS, pursuant to the terms of the Merger Agreement, the KKR Investor will acquire approximately 92% of the outstanding shares of class A common stock, par value $.01 per share, of the Company (the “Common Stock”), the Minority Investors will retain beneficial ownership of approximately 8% of the outstanding shares of Common Stock after the Merger; and

WHEREAS, the Minority Investor, the KKR Investor and the Company wish to enter into this Agreement providing for certain rights and obligations of the Minority Investors, the KKR Investor and the Company.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration, the parties hereto agree as follows:

1.Definitions

As used in this Agreement, the following capitalized terms shall have the following meanings:

Affiliate:  When used with respect to a specified Person, another Person that, either directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified.

Bain Investors:  Collectively, Bain Capital Fund V, L.P., Bain Capital Fund V-B, L.P., BCIP Associates and BCIP Trust Associates, L.P.

Board:  The Board of Directors of the Company.

Exempt Transaction:  Has the meaning set forth in Section 2(c) hereof.

KKR Affiliate:  With respect to the KKR Investor shall mean a Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with the KKR Investor; provided, however, that KKR Affiliate shall not in any event include the limited partners of the members of the KKR Investor.

KKR Holder:  The KKR Investor and any Person to whom the KKR Investor transfers shares of Common Stock and any transferee thereof who is required by this Agreement to be bound by the provisions of this Agreement.

KKR Shares:  As of any date of determination, the shares of Common Stock then held by the KKR Holders.

Minority Investor Group:  Each of (i) the Bain Investors as a group, together with their respective direct and indirect transferees and assignees and (ii) each other Minority Investor and its respective direct and indirect permitted transferees and assignees.

Minority Shares:  As of any date of determination, the shares of Common Stock then held by the Minority Investors.

Person:  An individual, partnership, limited liability company, joint venture, corporation, trust or unincorporated organization, a government or any department, agency or political subdivision thereof or other entity.

Private Sale:  Any sale of securities other than a sale made in a public distribution pursuant to an effective registration statement under the Securities Act.

Public Offering:  Any sale of the issued and outstanding shares of Common Stock made in a public distribution pursuant to an effective registration statement under the Securities Act (other than a registration statement on Form S-4 or Form S-8 or any similar or successor forms).

Securities Act:  The Securities Act of 1933, as amended from time to time and the rules and regulations promulgated thereunder.

SILLC Investors:  Collectively, Sealy Investors 1 LLC, Sealy Investors 2 LLC and Sealy Investors 3 LLC.

2.(a)  “Tag-Along” Right With Respect to Private Sales by KKR Holders.  (i)  Private Sales of Shares by KKR Holders.  Subject to the last sentence of Section 3(a), with respect to any proposed Private Sale of any KKR Shares by a KKR Holder or KKR Holders (collectively, for purposes of this Section 2, the “KKR Holder”) during the term of this Agreement to a Person (a “Proposed Purchaser”), other than pursuant to an Exempt Transaction (as defined in Section 2(c)), each Minority Investor shall have the right and option, but not the obligation, to participate in such sale, on the same terms and subject to the same conditions as the sale by the KKR Holder, for the number of Minority Shares owned by such Minority Investor equaling the number derived by multiplying the total number of KKR Shares which the KKR Holder proposes to sell (the “Proposed Number of Shares”) by a fraction, the numerator of which

2

is the total number of Minority Shares held by such Minority Investor and the denominator of which is the sum of (A) the total number of Minority Shares, (B) the total number of KKR Shares, and (C) the total number of shares of Common Stock (determined on a fully diluted basis) owned by Persons entitled to the benefits of any other “tag-along” rights arising as a result of such sale.

(ii)Notices.  The KKR Holder shall notify, or cause to be notified, the Minority Investors in writing of each proposed Private Sale subject to Section 2(a)(i) above.  Such notice shall set forth:  (A) the Proposed Number of Shares, (B) the name and address of the Proposed Purchaser, (C) the proposed amount of consideration, the material terms and conditions of such sale (and if the proposed consideration is not cash, the notice shall describe the terms of the proposed consideration) and the proposed closing date of such sale, (D) the total number of KKR Shares and the total number of shares of Common Stock (determined on a fully diluted basis) owned by Persons entitled to the benefits of any other “tag-along” rights arising as a result of such sale and (D) that the Proposed Purchaser has been informed of the “tag-along” right provided for in this Section 2(a) and has agreed to purchase Minority Shares held by the Minority Investors in accordance with the terms hereof.  The “tag-along” right may be exercised by each Minority Investor by delivery of a written notice from such Minority Investor to the KKR Holder (the “Tag-Along Notice”) within 15 days following receipt of the notice specified in the preceding sentence.  The Tag-Along Notice shall state the amount of Minority Shares that the Minority Investor proposes to include in such sale to the Proposed Purchaser.  If any Minority Investor delivers a Tag-Along Notice to the KKR Holder, each Minority Investor participating in the proposed Private Sale shall (A) prior to closing of any such sale, execute and deliver (or cause to be executed and delivered) any purchase agreement or other documentation required by the Proposed Purchaser to consummate the sale (including without limitation all legal opinions, cross-receipts and certificates), which purchase agreement and other documentation shall be on terms no less favorable in respect of any material term to such Minority Investor than those executed by the KKR Holder and (B) at the closing of any such sale, deliver to the Proposed Purchaser the certificate or certificates representing the Minority Shares to be sold pursuant to such sale by such Minority Investor, duly endorsed for transfer with signatures guaranteed, against receipt of the purchase price thereof.

(iii)Number of Shares to be Sold.  If a Tag-Along Notice is received pursuant to Section 2(a)(ii), each Minority Investor shall be permitted to sell to the Proposed Purchaser up to the number of Minority Shares determined as set forth in Section 2(a)(i) above (the “Proposed Minority Shares”), and the KKR Holder shall be permitted to sell to the Proposed Purchaser up to a number of shares of Common Stock (the “Proposed KKR Shares”) equal to the Proposed Number of Shares, less the aggregate number of Proposed Minority Shares and all other shares of Common Stock being sold to such Proposed Purchaser in such transaction pursuant to tag-along rights arising as a result of such sale; provided that the KKR Holder shall have the right to sell a number of additional shares of Common Stock up to the excess of the Proposed Number of Shares over the number of Proposed KKR Shares, if the Proposed Purchaser wants to purchase such additional shares.  If no Tag-Along Notice is received by the KKR Holder pursuant to Section 2(a)(ii), the KKR Holder shall have the right to sell to the Proposed Purchaser up to the

3

Proposed Number of Shares on terms and conditions no more favorable in any material respect to the KKR Holder than those stated in the Tag-Along Notice.

(b)Piggyback Registration Rights With Respect to Public Sales by KKR Holders.  (i)  Public Offering of Shares by KKR Holders.  With respect to any proposed Public Offering of any KKR Shares by a KKR Holder during the term of this Agreement, each Minority Investor shall have the right and option, but not the obligation, to participate in such public distribution on the same terms and subject to the same conditions as the sale by the KKR Holder for a number of Minority Shares up to the total number of Minority Shares owned by such Minority Investor, subject to Section 2(b)(iii) below.

(ii)Notices.  The KKR Holder shall notify, or cause to be notified, the Minority Investors in writing (a “Notice”) of each proposed Public Offering (a “Proposed Registration”).  Such notice may be given before the filing of such registration statement and need not specify any price or other terms or conditions of such sale.  If within 10 days of the delivery of such Notice to the Minority Investors, the KKR Holder receives from any Minority Investor a written request (a “Request”) to register shares of Common Stock held by such Minority Investor (which Request will be irrevocable), shares of Common Stock will be so registered as and to the extent provided in this Section 2(b) if KKR Shares are so registered.  If a Minority Investor delivers a Request to the KKR Holder, such Minority Investor will participate in such public distribution, if any, at the same price and on the same terms and conditions as the KKR Holder, which price and other terms and conditions will be determined on behalf of the KKR Holder and the Minority Investor by the KKR Holder in its sole discretion.  Nothing in this Agreement shall create any obligation on the part of the KKR Holder to cause a registration statement to become effective under the Securities Act or to sell any shares of Common Stock pursuant to an effective registration statement under the Securities Act.

(iii)Number of Shares to be Sold.  If a registration pursuant to this Section 2(b) involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of shares of Common Stock requested to be included in such registration exceeds the number of shares of Common Stock which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the shares of Common Stock offered in such offering as contemplated by the Company or that the inclusion of additional selling stockholders is likely to have such an adverse effect, then the Company will include in such registration (A) the number of shares of Common Stock held by each Minority Investor equal to the number derived by multiplying the total number of shares which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above (the “Piggyback Aggregate Registration Number”) by a fraction, the numerator of which is the total number of Minority Shares held by such Minority Investor and the denominator of which is the sum of (i) the total number of Minority Shares, (ii) the total number of KKR Shares, and (iii) the total number of shares of Common Stock (determined on a fully diluted basis) held by Persons entitled to the benefits of any other piggyback registration rights arising as a result of such registration and (B) the number of shares of Common Stock held by the KKR Holder equal to the Piggyback Aggregate Registration Number, less the aggregate number of Minority Shares and all other shares of Common Stock being registered in such transaction pursuant to piggyback registration rights arising as a result of such registration;

4

provided that in the event the aggregate number of shares of Common Stock to be sold in any such public distribution is increased or decreased, then the number of Minority Shares which such Minority Investor shall sell in such public distribution shall be increased or decreased by the product of (i) the number of shares of Common Stock by which the total number of shares of Common Stock in such public distribution is increased or decreased and (ii) a fraction the numerator of which equals the number of Minority Shares held by such Minority Investor originally so registered and the denominator of which is the total number of shares of Common Stock originally so registered.

(iv)Custody Agreement and Power of Attorney.  Upon delivery of a Request, the participating Minority Investors will, if requested by the KKR Holder, execute and deliver to the KKR Holder a custody agreement and power of attorney in form and substance reasonably satisfactory to the KKR Holder with respect to the shares of Common Stock to be registered pursuant to this Section 2(b) (a “Custody Agreement and Power of Attorney”).  The custodian and attorney-in-fact under the Custody Agreement and Power of Attorney will be the KKR Holder or its designee.  The Custody Agreement and Power of Attorney will provide, among other things, that such Minority Investor will deliver to and deposit in custody with the custodian and attorney-in-fact named therein a certificate or certificates representing such shares of Common Stock (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said custodian and attorney-in-fact as such Minority Investor’s agent and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on such Minority Investor’s behalf with respect to the matters specified therein (including without limitation executing an underwriting agreement and cross-receipts).

(v)Holdback Agreement.  (A) In connection with the initial Public Offering, each Minority Investor agrees not to effect any public sale or distribution, including any sale pursuant to Rule 144 (or any successor provision) under the Securities Act, of any shares of Common Stock (other than dispositions made pursuant to the piggyback registration rights described in this Section 2(b)), within 7 days before or 180 days (or such lesser period as the managing underwriters may permit) after the effective date of such registration, and (B) in connection with each subsequent Public Offering, each Minority Investor agrees not to effect any public sale or distribution, including any sale pursuant to Rule 144 (or any successor provision) under the Securities Act, of any shares of Common Stock (other than dispositions made pursuant to the piggyback registration rights described in this Section 2(b) and, subject to the consent of the managing underwriters, dispositions by any Minority Investor Group owning less than 1% of the outstanding Common Stock), within 7 days before and a number of days after to be determined by the managing underwriter and the KKR Investor; provided however, that such restrictions will be no more restrictive than those applicable to the KKR Investor for each such Public Offering.

(vi)Additional Agreements.  Each Minority Investor agrees that it will execute and deliver or cause to be executed and delivered such other agreements and other documents (such as legal opinions, cross-receipts and certificates) as the KKR Holder itself is delivering or as the KKR Holder may otherwise reasonably request to implement the provisions of this Section 2(b);

5

provided that such additional agreements will be on terms and conditions reasonably acceptable to the Minority Investors.

(c)Exempt Transaction Defined.  As used herein, the term “Exempt Transaction” shall mean (i) sales by the KKR Investor to any KKR Affiliates, (ii) sales by any KKR Affiliate to another KKR Affiliate or to the KKR Investor, (iii) transfers by the KKR Investor and its KKR Affiliates to its partners or members (and any subsequent sales by such partners or members) in the form of dividends or distributions (whether upon liquidation or otherwise), or (iv) sales by any KKR Holders made in a Public Offering; provided that in the case of clauses (i) and (iii) above that such buyer or member agrees in writing to be bound by the provisions of this Agreement, including this paragraph (c).

3.“Drag-Along” Right with Respect to Minority Shares.  (a)  Sales by KKR Holders.  In the event that the KKR Holders determine, during the term of this Agreement, to transfer more than 50% of the KKR Shares to a Proposed Purchaser not affiliated with the KKR Holders, other than in an Exempt Transaction (a “Drag-Along Sale”), then upon the request of the KKR Holders, each Minority Investor will transfer to such Proposed Purchaser at the same price and upon the same terms and conditions as such transfer by the KKR Holders the number of Minority Shares equaling the number derived by multiplying the total number of Minority Shares owned by such Minority Investor by a fraction, the numerator of which is the total number of KKR Shares that the KKR Holder has determined to transfer to such Proposed Purchaser and the denominator of which is the total number of KKR Shares.  In the event that the KKR Holders have signed an agreement (a “Transaction Agreement”), with respect to KKR Shares, to vote in favor of or tender in connection with a business combination transaction entered into by the Company, then, upon the request of the KKR Holders, the Minority Investors will execute a Transaction Agreement with the same terms and conditions as the Transaction Agreement signed by the KKR Holder. In the event that both Sections 2(a) and 3 hereto apply to a single transaction, the “drag-along” rights set forth in this Section 3 will have priority over the “tag-along” rights set forth in Section 2(a) above, and the “tag-along” rights set forth in Section 2 will become exercisable by the Minority Investors following a determination by the KKR Holder not to exercise its rights under this Section 3.

(b)Notice.  Prior to making any Drag-Along Sale, the KKR Holders shall, if they determine in their sole discretion that the Minority Investors should participate in such transfer, provide each Minority Investor with written notice (the “Drag-Along Notice”) not less than 5 business days prior to the proposed date of the Drag-Along Sale (the “Drag-Along Sale Date”).  The Drag-Along Notice shall set forth:  (i) the name and address of the Proposed Purchaser; (ii) the number of shares of Common Stock to be sold to the Proposed Purchaser, (iii) the proposed amount and form of consideration to be paid per share of Common Stock and the material terms and conditions of the transfer; (iv) the Drag-Along Sale Date and the date upon which the Minority Investors shall deliver to the KKR Holders the certificates representing the Minority Shares, duly endorsed, and the power of attorney referred to below; and (v) that the Proposed Purchaser has been informed of the Drag-Along Sale rights and has agreed to purchase the Minority Shares held by the Minority Investors in accordance with the terms hereof.  The Minority Investors shall (i) prior to closing of any such transfer, execute any purchase agreement or other documentation required by the Proposed Purchaser to consummate the transfer, which

6

purchase agreement and other documentation shall be on terms no less favorable in respect of any material term to the Minority Investors than those executed by the KKR Holders, and (ii) at the closing of any such transfer, deliver to the Proposed Purchaser the certificate or certificates representing the Minority Shares, duly endorsed for transfer with signatures guaranteed, against receipt of the purchase price thereof.  Prior to entering into a Transaction Agreement, the KKR Holders shall, if they determine in their sole discretion that the Minority Investors should execute a Transaction Agreement, provide the Minority Investors with written notice (the “Transaction Agreement Notice”) not less than 5 business days prior to the proposed date of the execution of the Transaction Agreement (the “Transaction Agreement Date”).  The Transaction Agreement Notice shall set forth:  (i) the name and address of the counter-parties to the Transaction Agreement; (ii) the proposed form of Transaction Agreement; and (iii) the material terms and conditions of the business combination with the Company to which the Transaction Agreement relates.  The Minority Investors shall, at the signing and closing of such Transaction Agreement, execute and deliver all other documentation required by such Transaction Agreement, which documents shall be on terms no less favorable in respect of any material term to the Minority Investors than those executed by the KKR Holder.

(c)Effect of Drag-Along Sale.  If the Minority Investors receive their proportionate share of the purchase price from a Drag-Along Sale, but have failed to deliver certificates representing their shares of Common Stock as described in this Section 3, they shall for all purposes be deemed no longer to be stockholders of the Company, shall have no voting rights, shall not be entitled to any dividends or other distributions with respect to the Common Stock held by them, and shall have no other rights or privileges granted to stockholders under law or this Agreement.

4.Preemptive Rights on Certain Issuances.  (a)  If at any time the Company proposes to sell or issue to the KKR Holders, or any of their Affiliates, for cash any shares of Common Stock, securities of the Company convertible into, or exchangeable or exercisable for, shares of Common Stock, or options warrants or other rights to acquire shares of Common Stock (collectively, “Equity Securities”), the Company shall grant to each Minority Investor, the right to purchase at the same price and upon the same terms and conditions as such sale or issuance to the KKR Holders or such Affiliates the number of Equity Securities equaling the number derived by multiplying the total number of such Equity Securities proposed to be sold or issued to the KKR Holders or such Affiliates by a fraction, the numerator of which is the number of Minority Shares held by such Minority Investor and the denominator of which is the total number of outstanding shares of Common Stock (the “Equity Purchase Shares”).  The equity purchase right provided in this Section 4(a) shall apply at the time of issuance of any right, warrant or option or convertible or exchangeable security and not to the conversion, exchange or exercise thereof.

(b)The Company shall give written notice of a proposed issuance or sale described in Section 4(a) to the Minority Investors not less than 10 business days prior to the proposed issuance or sale.  Such notice (the “Issuance Notice”) shall set forth the material terms and conditions of such proposed sale or issuance and the number of Equity Securities proposed to be sold or issued.  At any time during the 10-day period following the receipt of an Issuance Notice, each Minority Investor shall have the right to irrevocably elect to purchase all or a portion of the number of the Equity Purchase Shares as determined pursuant to, and in

7

accordance with, Section 4(a) and upon the other terms and conditions specified in the Issuance Notice by delivering a written notice to the Company.  Except as provided in the following sentence, such purchase shall be consummated concurrently with the consummation of the issuance or sale described in the Issuance Notice.  The closing of any purchase by any Minority Investor may be extended beyond the closing of the transaction described in the Issuance Notice to the extent necessary to obtain required governmental approvals and other required approvals and the Company and the Minority Investors shall use their respective commercially reasonable efforts to obtain such approvals.

(c)If any Minority Investor fails to exercise fully the Equity Purchase Right within the period described above, the Company shall be free to complete the proposed issuance or sale of the Equity Securities described in the Issuance Notice to the KKR Holders with respect to which such Minority Investor failed to exercise the option set forth in this Section 4 on terms no less favorable to the Company than those set forth in the Issuance Notice (except that the amount of securities to be issued or sold by the Company may be reduced).

5.Other Rights.  (a)  Election of Director.  Until the second anniversary of the date hereof, so long as the Minority Investors own in the aggregate at least 5% of the outstanding shares of Common Stock, then one representative of the Bain Investors, who shall be either Steven Barnes or Josh Bekenstein, or in the event that both Steven Barnes and Josh Bekenstein are not affiliated with the Bain Investors or are permanently disabled, another individual selected by the Bain Investors who is reasonably acceptable to the Company and the KKR Holders, shall (i) be nominated by the Company for election to the Board and (ii) have the KKR Shares voted in favor of his election to the Board.  Upon the earlier of (i) the second anniversary of the date hereof and (ii) the first date on which the Investors no longer own in the aggregate at least 5% of the outstanding shares of Common Stock (the “Information Date”), the Minority Investors will, upon notice to the Bain Investors from the Company’s board of directors, cause their nominee to resign from the Board.

(b)Information Rights.  Prior to the initial Public Offering, each Minority Investor owning at least 50% of the shares of Common Stock originally retained by such Minority Investor in connection with the transactions contemplated by the Merger Agreement shall have the right to receive a copy of quarterly reports, if any, provided to the KKR Holders and the management of the Company.  If a Bain Investors’ representative is not at such time a member of the Board, then during the period after the Information Date and prior to the fifth anniversary of the date hereof, the Company will provide to the Bain Investors internal Board materials and Board books as distributed to the members of the Board, subject to the Bain Investors entering into customary confidentiality agreements with respect to such materials.

(c)Confidentiality.  Each such Minority Investor agrees to hold any such information concerning the Company that it receives pursuant to its rights under this Agreement in strict confidence and agrees not to disclose such information to any party. In addition, each such Minority Investor agrees not to purchase any equity or debt securities of the Company unless such purchase complies with the Securities Act and the rules and regulations thereunder and the state securities laws of any applicable state.

8

6.Transfer; Right of First Offer.  (a)  Until thesecondanniversary of the date of this Agreement, except for transfers made pursuant to Sections 2 or 3, each Minority Investor agrees not to transfer, sell, assign, pledge, hypothecate or otherwise dispose of (“Transfer”) any of its shares of Common Stock; provided that any Minority Investor may Transfer its shares of Common Stock to an Affiliate of such Minority Investor or a member of such Minority Investor, so long as such transferee agrees in writing to be bound by the provisions of this Agreement.

(b)Prior to and in order to effect any Transfer, except for transfers made pursuant to Sections 2 or 3, after the second anniversary and prior to the fifth anniversary of the date hereof, each Minority Investor shall first give written notice (a “Sale Notice”) to the KKR Investor stating such Minority Investor’s intention to effect such a Transfer, the number of shares of Common Stock subject to such Transfer (the “Offered Securities”), the price and terms which such Minority Investor proposes to be paid for the Offered Securities (the “First Offer Price”) and the other material terms upon which such Transfer is proposed.  Upon receipt of the Sale Notice, the KKR Investor will have an irrevocable non-transferable option to purchase all of the Offered Securities at the First Offer Price and otherwise on the terms and conditions described in the Sale Notice (the “First Offer”).  The KKR Investor shall, within 15 days from receipt of the Sale Notice, indicate if it has accepted the First Offer by sending irrevocable written notice of any such acceptance to the applicable Minority Investor (the “Acceptance Notice”), and the KKR Investor shall then be obligated to purchase all such Offered Securities on the terms and conditions set forth in the Sale Notice.  If the KKR Investor declines to exercise such option, the Minority Investor shall have the option to enter into definitive agreements to Transfer the Offered Securities as to which such options are not exercised to a transferee for consideration having a value not less than 100% of the First Offer Price; provided that any such definitive agreement provides for the consummation of such Transfer to take place within two months from the date of such definitive agreement and is otherwise on terms not more favorable to the transferee in any material respect than were contained in the Sale Notice.  If the KKR Investor does not exercise its option to purchase all of the Offered Securities at the First Offer Price and the Minority Investor has not entered into a definitive agreement described above within two months from the date the Acceptance Notices was due to be received by the Minority Investor, or the Minority Investor has entered into such an agreement but has not consummated the sale of such securities within two months from the date of such definitive agreement, then the provisions of this Section 6(b) shall again apply, and such selling Minority Investor shall not Transfer or offer to Transfer such Equity Securities not so Transferred without again complying with this Section 6(b).

(c)Each Minority Investor agrees not to offer or Transfer any of its shares of Common Stock unless such offer or Transfer complies with the Securities Act and the rules and regulations thereunder and the state securities laws of any applicable state.

(d)Any transferee of a Minority Investor (other than a transferee pursuant to the provisions of Section 6(a)) will not acquire any rights under this Agreement.

7.Miscellaneous.  (a)  Termination of Agreement.  The provisions of this Agreement (other than Section 2(b)) shall terminate automatically without further action by the

9

parties hereto (i) on the first date on which at least 35% of the Common Stock is tradeable on a national securities exchange pursuant to an effective registration statement under the Securities Exchange Act of 1934, as amended (the “Termination Date”) or (ii) with respect to any Minority Investor Group, if earlier than the date described in clause (i) above, at such time following an initial Public Offering that such Minority Investor Group owns less than 1% of the outstanding Common Stock.  Section 2(b) of this Agreement shall terminate (i) on the earlier of (A) the first date following the fifth anniversary of this Agreement on which any Minority Investor may sell any shares of Common Stock pursuant to, and in accordance with, Rule 144 (or any successor provision) under the Securities Act or (B) the first date following the Termination Date on which any Minority Investor may sell any shares of Common Stock pursuant to, and in accordance with, Rule 144 (or any successor provision) under the Securities Act or (ii) with respect to any Minority Investor Group, if earlier than the date described in clause (i) above, at such time following an initial Public Offering that such Minority Investor Group owns less than 1% of the outstanding Common Stock.  Notwithstanding the second immediately preceding sentence, this Section 7 and the last sentence of Section 4(a) shall survive the termination of this Agreement.

(b)Representation and Warranty.  The Minority Investors own, of record or beneficially, no shares of Common Stock or securities convertible or exchangeable for shares of Common Stock, other than the Minority Shares subject to this Agreement.

(c)Assignment, Binding Effect.  This Agreement shall not be assignable by the parties hereto, except to any Person who in connection with a transfer of KKR Shares or Minority Shares is required by this Agreement, in connection with such transfer, to agree to be bound by the provisions of this Agreement.  Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, heirs, legatees, successors and permitted assigns.

(d)Costs and Expenses.  All costs and expenses incurred in connection with this Agreement and the consummation of any of the transactions contemplated hereby shall be paid by the party incurring such expenses; provided however that the Company will reimburse the Minority Investors for the reasonable fees and expenses incurred in any underwritten registration by one legal counsel acting on behalf of all Minority Investors.

(e)Amendments.  The provision of this Agreement, including the provisions of this sentence, may be amended, modified or supplemented only by a written instrument executed by (i) holders of at least a majority of the KKR Shares, (ii) holders of at least a majority of the Minority Shares and (iii) the Company.  Notwithstanding the foregoing sentence, a majority of the Minority Shares may not agree to amend this Agreement in a way that adversely affects any Minority Investor without such Minority Investor’s consent.

(f)Governing Law.  This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.  Each of the parties hereto agrees to submit to the jurisdiction of the courts of the State of New York in any action or proceeding arising out of or relating to this Agreement.

10

(g)Interpretation.  The headings of the sections contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not affect the meaning or interpretation of this Agreement.

(h)Notices.  All notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given if delivered personally or by telecopy or seven days after having been sent by certified mail, return receipt requested, postage prepaid, to the parties to this Agreement at the following address or to such other address as any party to this Agreement shall specify by notice to the other parties:

(1)If to the KKR Investor or a KKR Holder, to it in care of:

Kohlberg Kravis Roberts & Co.
9 West 57th Street
New York, New York 10019
Attention: Brian Carroll

with a copy to:

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Attention:  David J. Sorkin
Sean D. Rodgers

(2)If to the Bain Investors, to them in care of:
Bain Capital Partners LLC

111 Huntington Avenue

Boston, MA 02199

Attention:  Josh Bekenstein

with a copy to:

Kirkland & Ellis LLP

153 East 53^rd Street

New York, NY 10022

Attention:  Lance Balk

11

(3)If to Harvard Private Capital Holdings, Inc., to it in care of:

Harvard Private Capital Holdings, Inc.

600 Atlantic Avenue

26^th Floor

Boston, MA 02210

Attention:  Andrew Janower

with a copy to:

[                    ]

[                    ]

[                    ]

Attention:  [                    ]

(4)If to the SILLC Investors, to them in care of:

Bain Capital Partners V., L.P.

111 Huntington Avenue

Boston, MA 02199

Attention:  Josh Bekenstein

with a copy to:

Kirkland & Ellis LLP

153 East 53^rd Street

New York, NY 10022

Attention:  Lance Balk

(5)If to the Company, to it in care of:

Sealy Corporation

One Office Parkway

Trinity, North Carolina 27370

Attention:  Kenneth Walker

with a copy to:

Kohlberg Kravis Roberts & Co.

9 West 57th Street

New York, New York 10019

Attention:  Brian Carroll

and

12

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017

Attention:  David J. Sorkin
Sean D. Rodgers

(i)Waiver and Consent.  No action taken pursuant to this Agreement, including, without limitation, any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representations, warranties, covenants or agreements contained herein.  The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as waiver of any preceding or succeeding breach and no failure by any party to exercise any right or privilege hereunder shall be deemed a waiver of such party’s rights or privileges hereunder or shall be deemed a waiver of such party’s rights to exercise the same at any subsequent time or times hereunder.  Each party hereto, in addition to being entitled to exercise all rights provided herein, in the charter or granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Agreement.  Each party hereto agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate.

(j)Inspection.  Copies of this Agreement will be available for inspection or copying by any party at the offices of the Company through the Secretary of the Company.

(k)Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to constitute one and the same agreement.

(l)Severability.  In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.

(m)Entire Agreement.  This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the rights of the Minority Investors herein.  This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matters.

(n)Limited Liability of Partners.  Notwithstanding anything that may be expressed or implied in this Agreement, each KKR Holder and each Minority Investor, by its acceptance of the benefits of this Agreement, covenants, agrees and acknowledges that, notwithstanding that the KKR Holders and certain of the Minority Investors are partnerships, no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any officer, agent or employee of any KKR Holder or any Minority Investor, against any partner of any KKR Holder or Minority Investor or any director,

13

officer, employee, partner, affiliate or assignee of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by an officer, agent or employee of any KKR Holder or any Minority Investor or any partner of any KKR Holder or any Minority Investor or any director, officer, employee, partner, affiliate or assignee of any of the foregoing, as such for any obligations of any KKR Holder or Minority Investor under this Agreement or any documents or instruments delivered in connection with this Agreement or for any claim based on, in respect of or by reason of such obligations or their creation.

[signature page follows]

14

IN WITNESS WHEREOF, the parties have executed this Stockholders’ Agreement as of the date first above written.

SEALY CORPORATION
By:	/s/ Kenneth L. Walker
	Name:
	Title:
SEALY HOLDING LLC
By:	/s/ Brian F. Carroll
	Name:
	Title:
BAIN CAPITAL FUND V, L.P.
By: Bain Capital Partners V, L.P., its General Partner
By: Bain Capital Investors V., Inc., its General Partner
By:	/s/ Steven Barnes
	Name:
	Title:
BCIP ASSOCIATES
By:	/s/ Steven Barnes
	Name:
	Title:
BCIP TRUST ASSOCIATES, L.P.
By:	/s/ Steven Barnes
	Name:
	Title:

HARVARD PRIVATE CAPITAL HOLDINGS, INC.
By:	/s/ Andrew S. Janower
	Name:
	Title:
SEALY INVESTORS 1, LLC
By: Bain Capital Partners V, L.P., its Administrative Member
By: Bain Capital Investors V., Inc., its General Partner
By:	/s/ Steven Barnes
	Name:
	Title:

SEALY INVESTORS 2, LLC
By: Bain Capital Partners V, L.P., its Administrative Member
By: Bain Capital Investors V., Inc., its General Partner
By:	/s/ Steven Barnes
	Name:
	Title:
SEALY INVESTORS 3, LLC
By: Bain Capital Partners V, L.P., its Administrative Member
By: Bain Capital Investors V., Inc., its General Partner
By:	/s/ Steven Barnes
	Name:
	Title:

EX-10.14

EXHIBIT 10.14

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT, dated as of April 6, 2004, among Sealy Corporation, a Delaware corporation (the “Company”) and Sealy Holding LLC, a Delaware limited liability company (the “Investor”).

RECITALS

As of the date hereof, the Investor is the holder of 24,971,355.1026 shares of Class A Common Stock of the Company.  The Company desires to provide to the Investor and to each other Holder (as defined below) rights to registration under the Securities Act (as defined below) of Registrable Securities (as defined below), on the terms and subject to the conditions set forth herein.

AGREEMENT

1.Definitions.  As used in this Agreement, the following capitalized terms shall have the following respective meanings:

“Common Stock”:  The shares of Class A Common Stock, par value $.01 per share, of the Company and any stock into which such Common Stock may thereafter be converted or exchanged.

“Demand Party”:  (a) The Investor or (b) any other Holder or Holders, including, without limitation, any Person that may become an assignee of the Investor’s rights hereunder; provided that to be a Demand Party under this clause (b), a Holder or Holders must either individually or in aggregate with all other Holders with whom it is acting together to demand registration own at least 1% of the total number of Registrable Securities.

“Exchange Act”:  The Securities Exchange Act of 1934, as amended, or any similar federal statute then in effect, and a reference to a particular section thereof shall be deemed to include a reference to the comparable section, if any, of any such similar federal statute.

“Holder”:  The Investor and any other holder of Registrable Securities (including any direct or indirect transferee of the Investor who agrees in writing to be bound by the provisions of this Agreement).

“Person”:  Any individual, partnership, joint venture, corporation, limited liability company, trust, unincorporated organization, government or any department or agency thereof or any other entity.

“Registrable Securities”:  Any Common Stock held by the Investor, and any Common Stock which may be issued or distributed in respect thereof by way of stock dividend or stock split or other distribution, recapitalization or reclassification.  Any

particular Registrable Securities that are issued shall cease to be Registrable Securities when (i) a registration statement with respect to the sale by the Holder of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (ii) such securities shall have been distributed to the public pursuant to Rule 144 (or any successor provision) under the Securities Act, (iii) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent disposition of such securities shall not require registration or qualification of such securities under the Securities Act or any state securities or blue sky law then in force, or (iv) such securities shall have ceased to be outstanding.

“Registration Expenses”:  Any and all expenses incident to performance of or compliance with this Agreement, including, without limitation, (i) all SEC and stock exchange or National Association of Securities Dealers, Inc. (the “NASD”) registration and filing fees (including, if applicable, the fees and expenses of any “qualified independent underwriter,” as such term is defined in Schedule E to the By-laws of the NASD, and of its counsel), (ii) all fees and expenses of complying with securities or blue sky laws (including fees and disbursements of counsel for the underwriters in connection with blue sky qualifications of the Registrable Securities), (iii) all printing, messenger and delivery expenses, (iv) all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange pursuant to clause (viii) of Section 4 and all rating agency fees, (v) the fees and disbursements of counsel for the Company and of its independent public accountants, including the expenses of any special audits and/or “cold comfort” letters required by or incident to such performance and compliance, (vi) the reasonable fees and disbursements of counsel selected pursuant to Section 7 hereof by the Holders of the Registrable Securities being registered to represent such Holders in connection with each such registration, (vii) any fees and disbursements of underwriters customarily paid by the issuers or sellers of securities, including liability insurance if the Company so desires or if the underwriters so require, and the reasonable fees and expenses of any special experts retained in connection with the requested registration, but excluding underwriting discounts and commissions and transfer taxes, if any, and (viii) other reasonable out-of-pocket expenses of Holders (provided that such expenses shall not include expenses of counsel other than those provided for in clause (vi) above).

“Securities Act”:  The Securities Act of 1933, as amended, or any similar federal statute then in effect, and a reference to a particular section thereof shall be deemed to include a reference to the comparable section, if any, of any such similar federal statute.

“SEC”:  The Securities and Exchange Commission or any other federal agency at the time administering the Securities Act or the Exchange Act.

2.Incidental Registrations.  (a)  Right to Include Registrable Securities.  If the Company at any time after the date hereof proposes to register its Common Stock under the Securities Act (other than a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes), whether or not for sale for its own account (but excluding in a

2

registration under Section 3 hereof), in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it will, at each such time, give prompt written notice to all Holders of Registrable Securities of its intention to do so and of such Holders’ rights under this Section 2.  Upon the written request of any such Holder made within 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in the Company’s registration must sell their Registrable Securities to the underwriters selected by the Company on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings.  If a registration requested pursuant to this Section 2(a) involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register such securities in connection with such registration.

(b)Expenses.  The Company will pay all Registration Expenses in connection with each registration of Registrable Securities.

(c)Priority in Incidental Registrations.  If a registration pursuant to this Section 2 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, so as to be likely to have an adverse effect on the price, timing or distribution of the securities offered in such offering as contemplated by the Company (other than the Registrable Securities), then the Company will include in such registration (i) first, 100% of the securities the Company proposes to sell and (ii) second, to the extent of the number of Registrable Securities requested to be included in such registration pursuant to this Section 2 which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of Registrable Securities which the Holders have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Registrable Securities then held by each such Holder (provided that any shares thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting Holders in like manner).

3.Registration on Request.  (a)  Request by the Demand Party.  At any time, upon the written request of the Demand Party requesting that the Company effect the registration

3

under the Securities Act of all or part of such Demand Party’s Registrable Securities and specifying the amount and intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all other Holders of such Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of:

(i)such Registrable Securities which the Company has been so requested to register by the Demand Party; and

(ii)all other Registrable Securities of the same class or series as are to be registered at the request of a Demand Party and which the Company has been requested to register by any other Holder thereof by written request given to the Company within 15 days after the giving of such written notice by the Company (which request shall specify the amount and intended method of disposition of such Registrable Securities),

all to the extent necessary to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registered; provided that, unless Holders of a majority of the shares of Registrable Securities held by Holders consent thereto in writing, the Company shall not be obligated to file a registration statement relating to any registration request under this Section 3(a) (x) within a period of nine months after the effective date of any other registration statement relating to any registration request under this Section 3(a) which was not effected on Form S-3 (or any successor or similar short-form registration statement) or relating to any registration effected under Section 2, or (y) if, with respect thereto, the managing underwriter, the SEC, the Securities Act or the rules and regulations thereunder, or the form on which the registration statement is to be filed, would require the conduct of an audit other than the regular audit conducted by the Company at the end of its fiscal year, in which case the filing may be delayed until the completion of such regular audit (unless the Holders of the Registrable Securities to be registered agree to pay the expenses of the Company in connection with such an audit other than the regular audit).

(b)Registration Statement Form.  If any registration requested pursuant to this Section 3 which is proposed by the Company to be effected by the filing of a registration statement on Form S-3 (or any successor or similar short-form registration statement) shall be in connection with an underwritten public offering, and if the managing underwriter shall advise the Company in writing that, in its opinion, the use of another form of registration statement is of material importance to the success of such proposed offering, then such registration shall be effected on such other form.

(c)Expenses.  The Company will pay all Registration Expenses in connection with the first six (6) registrations of each class or series of Registrable Securities pursuant to this Section 3 upon the written request of any of the Holders.  All Registration Expenses for any subsequent registrations of Registrable Securities pursuant to this Section 3 shall be paid pro rata by the Company and all other Persons (including the Holders) participating in such registration on the basis of the relative number of shares of Common Stock of each such person whose Registrable Securities are included in such registration.

4

(d)Effective Registration Statement.  A registration requested pursuant to this Section 3 will not be deemed to have been effected unless it has become effective; provided that if, within 180 days after it has become effective, the offering of Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have been effected.

(e)Selection of Underwriters.  If a requested registration pursuant to this Section 3 involves an underwritten offering, the Holders of a majority of the shares of Registrable Securities which are held by Holders and which the Company has been requested to register shall have the right to select the investment banker or bankers and managers to administer the offering; provided, however, that such investment banker or bankers and managers shall be reasonably satisfactory to the Company.

(f)Priority in Requested Registrations.  If a requested registration pursuant to this Section 3 involves an underwritten offering and the managing underwriter advises the Company in writing that, in its opinion, the number of securities requested to be included in such registration (including securities of the Company which are not Registrable Securities) exceeds the number which can be sold in such offering, the Company will include in such registration only the Registrable Securities of the Holders requested to be included in such registration.  In the event that the number of Registrable Securities of the Holders requested to be included in such registration exceeds the number which, in the opinion of such managing underwriter, can be sold, the number of such Registrable Securities to be included in such registration shall be allocated pro rata among all such requesting Holders on the basis of the relative number of shares of Registrable Securities then held by each such Holder (provided that any shares thereby allocated to any such Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner).  In the event that the number of Registrable Securities requested to be included in such registration is less than the number which, in the opinion of the managing underwriter, can be sold, the Company may include in such registration the securities the Company proposes to sell up to the number of securities that, in the opinion of the underwriter, can be sold.

(g)Additional Rights.  If the Company at any time grants to any other holders of Common Stock any rights to request the Company to effect the registration under the Securities Act of any such shares of Common Stock on terms more favorable to such holders than the terms set forth in this Section 3, the terms of this Section 3 shall be deemed amended or supplemented to the extent necessary to provide the Holders such more favorable rights and benefits.

4.Registration Procedures.  If and whenever the Company is required to use its best efforts to effect or cause the registration of any Registrable Securities under the Securities Act as provided in this Agreement, the Company will, as expeditiously as possible:

(i)prepare and, in any event within 120 days after the end of the period within which a request for registration may be given to the Company pursuant to Section 2 or 3, file with the SEC a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective,

5

provided, however, that the Company may discontinue any registration of its securities which is being effected pursuant to Section 2 at any time prior to the effective date of the registration statement relating thereto;

(ii)prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period not in excess of 270 days and to comply with the provisions of the Securities Act, the Exchange Act and the rules and regulations of the SEC thereunder with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; provided that before filing a registration statement or prospectus, or any amendments or supplements thereto, the Company will furnish to counsel selected pursuant to Section 7 hereof by the Holders of the Registrable Securities covered by such registration statement to represent such Holders, copies of all documents proposed to be filed, which documents will be subject to the review of such counsel;

(iii)furnish to each seller of such Registrable Securities such number of copies of such registration statement and of each amendment and supplement thereto (in each case including all exhibits filed therewith, including any documents incorporated by reference), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and summary prospectus), in conformity with the requirements of the Securities Act, and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities by such seller;

(iv)use its best efforts to register or qualify such Registrable Securities covered by such registration in such jurisdictions as each seller shall reasonably request, and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Seller, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction where, but for the requirements of this clause (iv), it would not be obligated to be so qualified, to subject itself to taxation in any such jurisdiction or to consent to general service of process in any such jurisdiction;

(v)use its best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities;

(vi)notify each seller of any such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act within the appropriate period mentioned in clause (ii) of this Section 4, of the Company’s becoming aware that the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the

6

statements therein not misleading in the light of the circumstances then existing, and at the request of any such seller, prepare and furnish to such seller a reasonable number of copies of an amended or supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;

(vii)use its best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable (but not more than eighteen months) after the effective date of the registration statement, an earnings statement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder;

(viii)(A) use its best efforts to list such Registrable Securities on any securities exchange on which the Common Stock is then listed if such Registrable Securities are not already so listed and if such listing is then permitted under the rules of such exchange; and (B) use its best efforts to provide a transfer agent and registrar for such Registrable Securities covered by such registration statement not later than the effective date of such registration statement;

(ix)enter into such customary agreements (including an underwriting agreement in customary form), which may include indemnification provisions in favor of underwriters and other persons in addition to, or in substitution for the provisions of Section 5 hereof, and take such other actions as sellers of a majority of shares of such Registrable Securities or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities;

(x)obtain a “cold comfort” letter or letters from the Company’s independent public accounts in customary form and covering matters of the type customarily covered by “cold comfort” letters as the seller or sellers of a majority of shares of such Registrable Securities shall reasonably request;

(xi)make available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;

(xii)notify counsel (selected pursuant to Section 7 hereof) for the Holders of Registrable Securities included in such registration statement and the managing underwriter or agent, immediately, and confirm the notice in writing (A) when the registration statement, or any post-effective amendment to the registration statement, shall have become effective, or any supplement to the prospectus or any amendment

7

prospectus shall have been filed, (B) of the receipt of any comments from the SEC, (C) of any request of the SEC to amend the registration statement or amend or supplement the prospectus or for additional information, and (D) of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the registration statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes;

(xiii)make every reasonable effort to prevent the issuance of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment;

(xiv)if requested by the managing underwriter or agent or any Holder of Registrable Securities covered by the registration statement, promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or agent or such Holder reasonably requests to be included therein, including, without limitation, with respect to the number of Registrable Securities being sold by such Holder to such underwriter or agent, the purchase price being paid therefor by such underwriter or agent and with respect to any other terms of the underwritten offering of the Registrable Securities to be sold in such offering; and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after being notified of the matters incorporated in such prospectus supplement or post-effective amendment;

(xv)cooperate with the Holders of Registrable Securities covered by the registration statement and the managing underwriter or agent, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be sold under the registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or agent, if any, or such Holders may request;

(xvi)obtain for delivery to the Holders of Registrable Securities being registered and to the underwriter or agent an opinion or opinions from counsel for the Company in customary form and in form, substance and scope reasonably satisfactory to such Holders, underwriters or agents and their counsel; and

(xvii)cooperate with each seller of Registrable Securities and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the NASD.

The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company with such information regarding such seller and pertinent to the disclosure requirements relating to the registration and the distribution of such securities as the Company may from time to time reasonably request in writing.

8

Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in clause (vi) of this Section 4, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by clause (vi) of this Section 4, and, if so directed by the Company, such Holder will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.  In the event the Company shall give any such notice, the period mentioned in clause (ii) of this Section 4 shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to clause (vi) of this Section 4 and including the date when each seller of Registrable Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by clause (vi) of this Section 4.

5.Indemnification.  (a)  Indemnification by the Company.  In the event of any registration of any securities of the Company under the Securities Act pursuant to Section 2 or 3, the Company will, and it hereby does, indemnify and hold harmless, to the extent permitted by law, the seller of any Registrable Securities covered by such registration statement, each affiliate of such seller and their respective directors and officers, members or general and limited partners (including any director, officer, affiliate, employee, agent and controlling Person of any of the foregoing), each other Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls such seller or any such underwriter within the meaning of the Securities Act (collectively, the “Indemnified Parties”), against any and all losses, claims, damages or liabilities, joint or several, and expenses (including reasonable attorney’s fees and reasonable expenses of investigation) to which such Indemnified Party may become subject under the Securities Act, common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof, whether or not such Indemnified Party is a party thereto) arise out of or are based upon (a) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto, or (b) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and the Company will reimburse such Indemnified Party for any legal or any other expenses reasonably incurred by it in connection with investigating or defending against any such loss, claim, liability, action or proceeding; provided that the Company shall not be liable to any Indemnified Party in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement or amendment or supplement thereto or in any such preliminary, final or summary prospectus in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such seller specifically stating that it is for use in the preparation thereof; and provided, further, that the Company will not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such underwriter within the meaning of the Securities Act, under the indemnity agreement in this Section 5(a) with

9

respect to any preliminary prospectus or the final prospectus or the final prospectus as amended or supplemented, as the case may be, to the extent that any such loss, claim, damage or liability of such underwriter or controlling Person results from the fact that such underwriter sold Registrable Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the final prospectus or of the final prospectus as then amended or supplemented, whichever is most recent, if the Company has previously furnished copies thereof to such underwriter.  For purposes of the last proviso to the immediately preceding sentence, the term “prospectus” shall not be deemed to include the documents, if any, incorporated therein by reference, and no Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such underwriter within the meaning of the Securities Act, shall be obligated to send or give any supplement or amendment to any document incorporated by reference in any preliminary prospectus or the final prospectus to any person other than a person to whom such underwriter had delivered such incorporated document or documents in response to a written request therefor.  Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or any Indemnified Party and shall survive the transfer of such securities by such seller.

(b)Indemnification by the Seller.  The Company may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with Section 4 herein, that the Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities or any underwriter to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 5(a)) the Company and all other prospective sellers with respect to any untrue statement or alleged untrue statement in or omission or alleged omission from such registration statement, any preliminary, final or summary prospectus contained therein, or any amendment or supplement, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such seller or underwriter specifically stating that it is for use in the preparation of such registration statement, preliminary, final or summary prospectus or amendment or supplement, or a document incorporated by reference into any of the foregoing.  Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any of the prospective sellers, or any of their respective affiliates, directors, officers or controlling Persons and shall survive the transfer of such securities by such seller.  In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

(c)Notices of Claims, Etc.  Promptly after receipt by an Indemnified Party hereunder of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 5, such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided that the failure of the Indemnified Party to give notice as provided herein shall not relieve the indemnifying party of its obligations under this Section 5, except to the extent that the indemnifying party is actually prejudiced by such failure to give notice.  In case any such action is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment a conflict of interest

10

between such Indemnified Party and indemnifying parties may exist in respect of such claim, the indemnifying party will be entitled to participate in and to assume the defense thereof, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation.  No indemnifying party will consent to entry of any judgment or enter into any settlement which does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation.

(d)Contribution.  If the indemnification provided for in this Section 5 from the indemnifying party is unavailable to an Indemnified Party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to herein, then the indemnifying party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and such Indemnified Party in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations.  The relative fault of such indemnifying party and such Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or Indemnified Parties, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action.  The amount paid or payable by a party under this Section 5(d) as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph.  No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

(e)Other Indemnification.  Indemnification similar to that specified in the preceding provisions of this Section 5 (with appropriate modifications) shall be given by the Company and each seller of Registrable Securities with respect to any required registration or other qualification of securities under any federal or state law or regulation or governmental authority other than the Securities Act.

(f)Non-Exclusivity.  The obligations of the parties under this Section 5 shall be in addition to any liability which any party may otherwise have to any other party.

6.Rule 144.  The Company covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations

11

adopted by the SEC thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Demand Party, make publicly available such information), and it will take such further action as any Holder of Registrable Securities (or, if the Company is not required to file reports as provided above, any Demand Party) may reasonably request, all to the extent required from time to time to enable such Holder to sell shares of Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC.  Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.  Notwithstanding anything contained in this Section 6, the Company may deregister under Section 12 of the Exchange Act if it then is permitted to do so pursuant to the Exchange Act and the rules and regulations thereunder.

7.Selection of Counsel.  In connection with any registration of Registrable Securities pursuant to Section 2 or 3 hereof, the Holders of a majority of the Registrable Securities covered by any such registration may select one counsel to represent all Holders of Registrable Securities covered by such registration; provided, however, that in the event that the counsel selected as provided above is also acting as counsel to the Company in connection with such registration, the remaining Holders shall be entitled to select one additional counsel to represent all such remaining Holders.

8.Miscellaneous.  (a)  Other Investors.  The Company may enter into agreements with other purchasers or holders of Common Stock making them parties hereto (and thereby giving them all, or a portion, of the rights, preferences and privileges of an original party hereto) with respect to additional shares of Common Stock (the “Supplemental Agreements”); provided, however, that pursuant to any such Supplemental Agreement, such purchaser expressly agrees to be bound by all of the terms, conditions and obligations of this Agreement as if such purchaser were an original party hereto.  All shares of Common Stock issued or issuable pursuant to, or otherwise covered by, such Supplemental Agreements shall be deemed to be Registrable Securities to the extent provided therein.

(b)Holdback Agreement.  If any such registration shall be in connection with an underwritten public offering, each Holder of Registrable Securities agrees not to effect any public sale or distribution, including any sale pursuant to Rule 144 under the Securities Act, of any equity securities of the Company, or of any security convertible into or exchangeable or exercisable for any equity security of the Company (in each case, other than as part of such underwritten public offering), within seven days before or such period not to exceed 180 days as the underwriting agreement may require (or such lesser period as the managing underwriters may permit) after the effective date of such registration, and the Company hereby also so agrees and agrees to cause each other holder of any equity security, or of any security convertible into or exchangeable or exercisable for any equity security, of the Company purchased from the Company (at any time other than in a public offering) to so agree.

(c)Amendments and Waivers.  This Agreement may be amended and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company shall have obtained the written consent to such amendment, action or omission to act, of the Holders of a majority of the Registrable Securities

12

then outstanding; provided, however, that no amendment, waiver or consent to the departure from the terms and provisions of this Agreement that is adverse to the Investor or any of its successors and assigns shall be effective as against such Person for so long as such Person holds any Registrable Securities unless consented to in writing by such Person.  Each Holder of any Registrable Securities at the time or thereafter outstanding shall be bound by any consent authorized by this Section 8(c), whether or not such Registrable Securities shall have been marked to indicate such consent.

(d)Successors, Assigns and Transferees.  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.  In addition, and whether or not any express assignment shall have been made, the provisions of this Agreement which are for the benefit of the parties hereto other than the Company shall also be for the benefit of and enforceable by any subsequent Holder of any Registrable Securities, subject to the provisions contained herein.  Without limitation to the foregoing, in the event that the Investor or any of its successors or assigns or any other subsequent Holder of any Registrable Securities distributes or otherwise transfers any shares of the Registrable Securities to any of its present or future shareholders, members, or general or limited partners, the Company hereby acknowledges that the registration rights granted pursuant to this Agreement shall be transferred to such shareholders, members or general or limited partners on a pro rata basis, and that at or after the time of any such distribution or transfer, any such shareholder, member, general or limited partner or group of shareholders, members or general or limited partners may designate a Person to act on its behalf in delivering any notices or making any requests hereunder.

(e)Notices.  All notices and other communications provided for hereunder shall be in writing and shall be sent by first class mail, telex, telecopier or hand delivery:

If to the Company:	Sealy Corporation
	One Office Parkway
	Trinity, North Carolina 27370
	Attention: Kenneth L. Walker
with a copy to:	Simpson Thacher & Bartlett LLP
(which shall not constitute notice)	425 Lexington Avenue New York, New York 10017
	Attention:	David J. Sorkin, Esq.
		Sean D. Rodgers, Esq.
	Facsimile:	(212) 455-2502
If to the Investor:	Sealy Holding LLC
	c/o Kohlberg Kravis Roberts & Co. L.P.
	9 West 57th Street
	New York, New York 10019

13

with copies to:	Simpson Thacher & Bartlett LLP
(which shall not constitute notice)	425 Lexington Avenue New York, New York 10017
	Attention:	David J. Sorkin, Esq.
		Sean D. Rodgers, Esq.
	Facsimile:	(212) 455-2502

If to any other holder of Registrable Securities, to the address of such other holder as shown in the stock record book of the Company, or to such other address as any of the above shall have designated in writing to all of the other above.

All such notices and communications shall be deemed to have been given or made (A) when delivered by hand, (B) five business days after being deposited in the mail, postage prepaid or (C) when telecopied, receipt acknowledged.

(f)Descriptive Headings.  The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning of terms contained herein.

(g)Severability.  In the event that any one or more of the provisions, paragraphs, words, clauses, phrases or sentences contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision, paragraph, word, clause, phrase or sentence in every other respect and of the remaining provisions, paragraphs, words, clauses, phrases or sentences hereof shall not be in any way impaired, it being intended that all rights, powers and privileges of the parties hereto shall be enforceable to the fullest extent permitted by law.

(h)Counterparts.  This Agreement may be executed in counterparts, and by different parties on separate counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute one and the same instrument.

(i)Governing Law; Submission to Jurisdiction.  This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York.  The parties to this Agreement hereby agree to submit to the jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District of New York, and appellate courts from any thereof in any action or proceeding arising out of or relating to this Agreement.

(j)Specific Performance.  The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.  Accordingly, it is agreed that they shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this Agreement and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction in the United States or any state thereof, in addition to any other remedy to which they may be entitled at law or in equity.

14

IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or caused this Agreement to be duly executed on its behalf as of the date first written above.

SEALY CORPORATION
By:	/s/ Kenneth L. Walker
	Name:
	Title:
SEALY HOLDING LLC
By:	/s/ Brian F. Carroll
	Name:
	Title:

15

EX-10.22

Exhibit 10.22

Kohlberg Kravis Roberts & Co. L.P.
9 West 57^th Street
New York, New York 10019

April 6, 2004

Sealy Mattress Company

One Office Parkway

Trinity, North Carolina 27370

Ladies and Gentlemen:

This letter serves to confirm the retention by Sealy Mattress Company (the “Company”) of Kohlberg Kravis Roberts & Co. L.P. (“KKR”) to provide management, consulting and financial services to the Company and its divisions, subsidiaries and affiliates (collectively, “Sealy”), as follows:

1.     The Company has retained us, and we hereby agree to accept such retention, to provide to Sealy, when and if called upon, certain management, consulting and financial services of the type customarily performed by us.  The Company agrees to pay us an annual fee in an amount equal to two million dollars ($2,000,000.00), such fee to be increased at a rate of 5% annually, effective as of March 31^st of each such year, payable in quarterly installments in arrears at the end of each calendar quarter.

2.     In consideration for our structuring services rendered in connection with the merger of Sealy Acquisition Corp. with and into the Company (the “Transaction”), which such services included, but were not limited to, financial advisory services and capital structure review, the Company agrees to also pay a one-time transaction fee to us in a total amount equal to twenty five million dollars ($25,000,000.00), payable immediately upon the completion of the Transaction.

3.     We may also invoice the Company for additional fees in connection with acquisition or divestiture transactions or in the event that we, or any of our affiliates, perform services for Sealy above and beyond those called for by this agreement.

4.     In addition to any fees that may be payable to us under this agreement, the Company also agrees to reimburse us and our affiliates, from time to time upon request, for all reasonable out-of-pocket expenses incurred, including unreimbursed expenses incurred to the date hereof, in connection with this retention, including travel expenses and expenses of our counsel.

5.     The Company agrees to indemnify and hold us, our affiliates (including, without limitation, affiliated investment entities) and their and our respective partners,

executives, officers, directors, employees, agents and controlling persons (each such person, including us, being an “Indemnified Party”) harmless from and against (i) any and all losses, claims, damages and liabilities (including, without limitation, losses, claims, damages and liabilities arising from or in connection with legal actions brought by or on behalf of the holders or future holders of the outstanding securities of Sealy or creditors or future creditors of Sealy), joint, several or otherwise, to which such Indemnified Party may become subject under any applicable federal or state law, or otherwise, related to or arising out of any activity contemplated by this agreement or our retention pursuant to, and our or our affiliates’ performance of the services contemplated by, this agreement and (ii) any and all losses, claims, damages and liabilities, joint, several or otherwise, related to or arising out of any action or omission or alleged action or omission related to the Company or any of its direct or indirect subsidiaries or the securities or obligations of any such entities.  The Company will further, subject to the proviso to the immediately preceding sentence, reimburse any Indemnified Party for all expenses (including counsel fees and disbursements) upon request as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising from any of the foregoing, whether or not such Indemnified Party is a party and whether or not such claim, action or proceeding is initiated or brought by the Company; provided, however, that the Company will not be liable under the foregoing indemnification provision (and amounts previously paid that are determined not required to be paid by the Company pursuant to the terms of this paragraph shall be repaid promptly) to the extent that any loss, claim, damage, liability or expense is found in a final judgment by a court to have resulted from our willful misconduct or gross negligence.  The Company agrees that no Indemnified Party shall have any liability (whether direct or indirect, in contract or tort or otherwise) to Sealy related to or arising out of our retention pursuant to, or our affiliates’ performance of the services contemplated by, this agreement except to the extent that any loss, claim, damage, liability or expense is found in a final, non-appealable judgment by a court to have resulted from our willful misconduct, bad faith or gross negligence.

The Company also agrees that, without our prior written consent, it will not settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding to which an Indemnified Party is an actual or potential party and in respect of which indemnification could be sought under the indemnification provision in the immediately preceding paragraph, unless such settlement, compromise or consent includes an unconditional release of each Indemnified Party from all liability arising out of such claim, action or proceeding.

Promptly after receipt by an Indemnified Party of notice of any suit, action, proceeding or investigation with respect to which an Indemnified Party may be entitled to indemnification hereunder, such Indemnified Party will notify the Company in writing of the assertion of such claim or the commencement of such suit, action, proceeding or investigation, but the failure to so notify the Company shall not relieve the Company from any liability which it may have hereunder, except to the extent that such failure has materially prejudiced the Company.  If the Company so elects within a reasonable time after receipt of such notice, the Company may participate at its own expense in the defense of such suit, action, proceeding or investigation.  Each Indemnified Party may employ separate counsel to represent it or defend it in any such suit, action, proceeding or investigation in which it may become involved or is named as a defendant and, in such event, the reasonable fees and disbursements of such counsel

2

shall be borne by the Company; provided, however, that the Company will not be required in connection with any such suit, action, proceeding or investigation, or separate but substantially similar actions arising out of the same general allegations or circumstances, to pay the fees and disbursements of more than one separate counsel (other than local counsel) for all Indemnified Parties in any single action or proceeding.  Whether or not the Company participates in the defense of any claim, the Company and we shall cooperate in the defense thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith.

If the indemnification provided for in clause (i) of the first sentence of this Section 5 is finally judicially determined by a court of competent jurisdiction to be unavailable to an Indemnified Party, or insufficient to hold any Indemnified Party harmless, in respect of any losses, claims, damages or liabilities (other than any losses, claims, damages or liabilities found in a final judgment by a court to have resulted from our willful misconduct or gross negligence), then the Company, on the one hand, in lieu of indemnifying such Indemnified Party, and we, on the other hand, will contribute to the amount paid or payable by such Indemnified Party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received, or sought to be received, by Sealy on the one hand and us, solely in our capacity as an advisor under this agreement, on the other hand in connection with the transactions to which such indemnification, contribution or reimbursement is sought, or (ii) if (but only if) the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of Sealy on the one hand and us on the other, as well as any other relevant equitable considerations; provided, however, that in no event shall our aggregate contribution hereunder exceed the amount of fees actually received by us in respect of the transaction at issue pursuant to this agreement.  The amount paid or payable by a party as a result of the losses, claims, damages and liabilities referred to above will be deemed to include any legal or other fees or expenses reasonably incurred in defending any action or claim.  The Company and we agree that it would not be just and equitable if contribution pursuant to this paragraph were determined by pro rata allocation or by any other method which does not take into account the equitable considerations referred to in this paragraph.  The indemnity, contribution and expense reimbursement obligations that the Company has under this letter shall be in addition to any the Company or Sealy may have, and notwithstanding any other provision of this letter, shall survive the termination of this agreement.

6.     Any advice or opinions provided by us may not be disclosed or referred to publicly or to any third party (other than Sealy’s legal, tax, financial or other advisors), except in accordance with our prior written consent.

7.     We shall act as an independent contractor, with duties solely to Sealy.  The provisions hereof shall inure to the benefit of and shall be binding upon the parties hereto and their respective successors and assigns.  Nothing in this agreement, expressed or implied, is intended to confer on any person other than the parties hereto or their respective successors and assigns, and, to the extent expressly set forth herein, the Indemnified Parties, any rights or remedies under or by reason of this agreement.  Without limiting the generality of the foregoing, the parties acknowledge that nothing in this agreement, expressed or implied, is intended to

3

confer on any present or future holders of any securities of the Company or its subsidiaries or affiliates, or any present or future creditor of the Company or its subsidiaries or affiliates, any rights or remedies under or by reason of this agreement or any performance hereunder.

8.     This agreement shall be governed by and construed in accordance with the internal laws of the State of New York.

9.     This agreement shall continue in effect from year to year unless amended or terminated by mutual consent.

10.   Each party hereto represents and warrants that the execution and delivery of this agreement by such party has been duly authorized by all necessary action of such party.

11.   If any term or provision of this agreement or the application thereof shall, in any jurisdiction and to any extent, be invalid and unenforceable, such term or provision shall be ineffective, as to such jurisdiction, solely to the extent of such invalidity or unenforceability without rendering invalid or unenforceable any remaining terms or provisions hereof or affecting the validity or enforceability of such term or provision in any other jurisdiction.  To the extent permitted by applicable law, the parties hereto waive any provision of law that renders any term or provision of this agreement invalid or unenforceable in any respect.

12.   Each party hereto waives all right to trial by jury in any action, proceeding or counterclaim (whether based upon contract, tort or otherwise) related to or arising out of our retention pursuant to, or our performance of the services contemplated by this agreement.

13.   It is expressly understood that the foregoing paragraphs 2-6, 11 and 12 in their entirety, survive any termination of this agreement.

14.   This agreement may be executed in counterparts, each of which shall be deemed an original agreement, but all of which together shall constitute one and the same instrument.

4

If the foregoing sets forth the understanding between us, please so indicate on the enclosed signed copy of this letter in the space provided therefor and return it to us, whereupon this letter shall constitute a binding agreement among us.

Very truly yours,
	Kohlberg Kravis Roberts & Co. L.P.
By:	/s/ Scott M. Stuart
	Authorized Signatory

AGREED TO AND ACCEPTED BY:
	Sealy Mattress Company
	By:	/s/ Kenneth Walker
		Name: Kenneth Walker
		Title: Vice President, General Counsel and Secretary

5

EX-12.1

Exhibit 12.1

Sealy Corporation

Computation of Ratio of Earnings to Fixed Charges

	Fiscal Year Ended											Three Months Ended
	November 28, 1999		November 26, 2000		December 2, 2001			December 1, 2002		November 30, 2003		March 2, 2003		February 29, 2004
(Dollars in thousands)
Pre-tax income from operations	$	32,382	$	57,372	$	(8,464	)	$	24,151	$	36,465	$	15,431	$	19,551
Fixed charges:
Interest expense and amortization
of debt discount and financing costs	65,991		69,009		78,047			72,571		68,525		17,077		16,944
Rentals — 33% (b)	3,476		3,305		4,407			4,551		4,543		1,136		1,260
Total Fixed charges	69,467		72,314		82,454			77,122		73,068		18,213		18,204
Earnings before income taxes and
fixed charges	101,849		129,686		73,990			101,273		109,533		33,644		37,755
Ratio of earnings to fixed charges (a)	1.5x		1.8x		—			1.3x		1.5x		1.8x		2.1x

(a)  For the year ended December 2, 2001, earnings were insufficient to cover fixed charges by $8.5 million.

(b)  The percent of rent included in the calculation is a reasonable approximation of the interest factor in the Company’s operating leases.

EX-21.1

Exhibit 21.1

SEALY CORPORATION SUBSIDIARIES

AS OF JUNE, 2004

Sealy Mattress Company (Ohio)

Sealy Mattress Company of Puerto Rico (Ohio)

Ohio-Sealy Mattress Manufacturing Co., Inc. (Massachusetts)

Ohio-Sealy Mattress Manufacturing Co. (Georgia)

Sealy Mattress Company of Kansas City, Inc. (Missouri)

Sealy of Maryland and Virginia, Inc. (Maryland)

Sealy Mattress Company of Illinois (Illinois)

A. Brandwein & Company (Illinois)

Sealy Mattress Company of Albany, Inc. (New York)

Sealy of Minnesota, Inc. (Minnesota)

North American Bedding Company (Ohio)

Sealy, Inc. (Ohio)

Mattress Holdings International LLC (Delaware)

The Ohio Mattress Company Licensing and Components Group (Delaware)

Sealy Mattress Manufacturing Company, Inc. (Delaware)

Sealy Technology LLC (North Carolina)

Sealy Korea, Inc. (Delaware)

Mattress Holdings International B.V. (The Netherlands)

Sealy Canada, Ltd. (Alberta)

Gestion Centurion, Inc. (Quebec)

Sealy Mattress Company Mexico S. de R.L. de C.V. (Mexico)

Sealy Servicios de Mexico S.A. de C.V. (Mexico)

Sealy Colchones de Mexico S.A. de C.V. (Mexico)

Sealy Real Estate, Inc. (North Carolina)

Sealy Texas Management, Inc. (Texas)

Sealy Texas Holdings LLC (North Carolina)

Sealy Texas L.P. (Texas)

Western Mattress Company (California)

Advanced Sleep Products (California)

Sealy Components-Pads, Inc. (Delaware)

Sealy Mattress Company of S.W. Virginia (Virginia)

Sealy Mattress Company of Memphis (Tennessee)

Sealy Mattress Company of Michigan, Inc. (Michigan)

EX-23.1

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

        We hereby consent to the use in this Registration Statement on Form S-4 of Sealy Mattress Company of our report dated February 10, 2004, except as to the last sentence of paragraph three in Note 4 for which the date is February 27, 2004, relating to the consolidated financial statements and financial statement schedules of Sealy Corporation, which appears in such Registration Statement. We also consent to the reference to us under the heading "Experts" in such Registration Statement.

/s/  PRICEWATERHOUSECOOPERS LLP

Greensboro, North Carolina
July 1, 2004

QuickLinks

Consent of Independent Registered Public Accounting Firm

EX-25.1

EXHIBIT 25.1

FORM T-1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)         o

THE BANK OF NEW YORK

(Exact name of trustee as specified in its charter)

New York	13-5160382
(State of incorporation if not a U.S. national bank)	(I.R.S. employer identification no.)
One Wall Street, New York, N.Y.	10286
(Address of principal executive offices)	(Zip code)

SEALY MATTRESS COMPANY
(Exact name of obligor as specified in its charter)
Ohio	34-0439410
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
Sealy Mattress Corporation
(Exact name of obligor as specified in its charter)
Delaware	20-1178482
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Sealy Mattress Company of Puerto Rico
(Exact name of obligor as specified in its charter)
Ohio	34-6544153
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
Ohio-Sealy Mattress Manufacturing Co., Inc.
(Exact name of obligor as specified in its charter)
Massachusetts	04-2511765
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
Ohio-Sealy Mattress Manufacturing Co.
(Exact name of obligor as specified in its charter)
Georgia	58-1186228
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
Sealy Mattress Company of Michigan, Inc.
(Exact name of obligor as specified in its charter)
Michigan	38-1256567
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
Sealy Mattress Company of Kansas City, Inc.
(Exact name of obligor as specified in its charter)
Missouri	44-0523533
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Sealy of Maryland and Virginia, Inc.
(Exact name of obligor as specified in its charter)
Maryland	52-1192669
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
Sealy Mattress Company of Illinois
(Exact name of obligor as specified in its charter)
Illinois	36-1853967
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
A. Brandwein & Co.
(Exact name of obligor as specified in its charter)
Illinois	36-2526330
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
Sealy Mattress Company of Albany, Inc.
(Exact name of obligor as specified in its charter)
New York	14-1325596
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
Sealy of Minnesota, Inc.
(Exact name of obligor as specified in its charter)
Minnesota	41-1227650
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Sealy Mattress Company of Memphis
(Exact name of obligor as specified in its charter)
Tennessee	62-0357534
(State or other jurisdiction of |incorporation or organization)	(I.R.S. employer identification no.)
North American Bedding Company
(Exact name of obligor as specified in its charter)
Ohio	34-1440446
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
Sealy, Inc.
(Exact name of obligor as specified in its charter)
Ohio	34-1439379
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
The Ohio Mattress Company Licensing and Components Group
(Exact name of obligor as specified in its charter)
Delaware	36-1750335
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
Sealy Mattress Manufacturing Company, Inc.
(Exact name of obligor as specified in its charter)
Delaware	36-3209918
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Sealy-Korea, Inc.
(Exact name of obligor as specified in its charter)
Delaware	56-2112163
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
Sealy Technology LLC
(Exact name of obligor as specified in its charter)
North Carolina	56-2168370
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
Sealy Real Estate, Inc.
(Exact name of obligor as specified in its charter)
North Carolina	56-2147751
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
Sealy Texas Management, Inc.
(Exact name of obligor as specified in its charter)
Texas	75-1491047
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
Sealy Texas Holdings LLC
(Exact name of obligor as specified in its charter)
North Carolina	56-2164898
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Sealy Texas L.P.
(Exact name of obligor as specified in its charter)
Texas	62-1799443
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
Western Mattress Company
(Exact name of obligor as specified in its charter)
California	95-3388719
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
Mattress Holdings International LLC
(Exact name of obligor as specified in its charter)
Delaware	52-2177086
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
Advanced Sleep Products
(Exact name of obligor as specified in its charter)
California	95-3254262
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
Sealy Components-Pads, Inc.
(Exact name of obligor as specified in its charter)
Delaware	34-1801062
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Sealy Mattress Company of S.W. Virginia
(Exact name of obligor as specified in its charter)
Virginia	54-0492385
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
One Office Parkway Trinity, North Carolina	27370
(Address of principal executive offices)	(Zip code)

8.25% Senior Subordinated Exchange Notes due 2014

(Title of the indenture securities)

1.General information.  Furnish the following information as to the Trustee:

(a)Name and address of each examining or supervising authority to which it is subject.

Name	Address
Superintendent of Banks of the State of New York	2 Rector Street, New York, N.Y. 10006, and Albany, N.Y. 12203
Federal Reserve Bank of New York	33 Liberty Plaza, New York, N.Y. 10045
Federal Deposit Insurance Corporation	Washington, D.C. 20429
New York Clearing House Association	New York, New York 10005

(b)Whether it is authorized to exercise corporate trust powers.

Yes.

2.Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16.List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1.A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers.  (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.)

4.A copy of the existing By-laws of the Trustee.  (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.)

6.The consent of the Trustee required by Section 321(b) of the Act.  (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.)

2

7.A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

3

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 11th day of June, 2004.

THE BANK OF NEW YORK
By:	/S/	MARY LAGUMINA
	Name:	MARY LAGUMINA
	Title:	VICE PRESIDENT

4

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK

of One Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business March 31, 2004, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

ASSETS	Dollar Amounts In Thousands
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin	$	2,589,012
Interest-bearing balances	8,872,373
Securities:
Held-to-maturity securities	1,382,393
Available-for-sale securities	21,582,893
Federal funds sold and securities purchased under agreements to resell
Federal funds sold in domestic offices	792,900
Securities purchased under agreements to resell	932,155
Loans and lease financing receivables:
Loans and leases held for sale	555,415
Loans and leases, net of unearned income	36,884,850
LESS: Allowance for loan and lease losses	628,457
Loans and leases, net of unearned income and allowance	36,256,393
Trading Assets	3,654,160
Premises and fixed assets (including capitalized leases)	929,969
Other real estate owned	319
Investments in unconsolidated subsidiaries and associated companies	247,156
Customers’ liability to this bank on acceptances outstanding	215,581
Intangible assets
Goodwill	2,687,623
Other intangible assets	752,283

Other assets	7,905,137
Total assets	$	89,355,762
LIABILITIES
Deposits:
In domestic offices	$	33,940,195
Noninterest-bearing	13,973,047
Interest-bearing	19,967,148
In foreign offices, Edge and Agreement subsidiaries, and IBFs	22,717,175
Noninterest-bearing	447,242
Interest-bearing	22,269,933
Federal funds purchased and securities sold under agreements to repurchase
Federal funds purchased in domestic offices	442,904
Securities sold under agreements to repurchase	671,802
Trading liabilities	2,452,604
Other borrowed money: (includes mortgage indebtedness and obligations under capitalized leases)	10,779,148
Bank’s liability on acceptances executed and outstanding	217,705
Subordinated notes and debentures	2,390,000
Other liabilities	7,230,967
Total liabilities	$	80,842,500
Minority interest in consolidated subsidiaries	141,523
EQUITY CAPITAL
Perpetual preferred stock and related surplus.	0
Common stock	1,135,284
Surplus	2,080,657
Retained earnings	5,021,014
Accumulated other comprehensive income	134,784
Other equity capital components	0
Total equity capital	8,371,739
Total liabilities minority interest and equity capital	$	89,355,762

I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas J. Mastro,
Senior Vice President and Comptroller

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Thomas A. Renyi
Gerald L. Hassell	Directors
Alan R. Griffith

EX-99.1

QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 99.1

LETTER OF TRANSMITTAL

for
Tender of All Outstanding 8.25% Senior Subordinated Notes due 2014
in Exchange for
New 8.25% Senior Subordinated Notes due 2014
which have been registered under the Securities Act of 1933, as amended
of

SEALY MATTRESS COMPANY

        THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON                        , 2004 (THE "EXPIRATION DATE") UNLESS EXTENDED BY SEALY MATTRESS COMPANY.

The Exchange Agent is:

THE BANK OF NEW YORK

For Delivery by Registered or Overnight Courier Delivery:	By Facsimile:	By Hand Delivery:
The Bank of New York Reorganization Section 101 Barclay Street—7E New York, New York 10286 Attn: Alan Spater	The Bank of New York Reorganization Section Attn: Alan Spater (212) 298-1915 For Information or Confirmation by Telephone: (212) 815-8394	The Bank of New York 101 Barclay Street Corporate Trust Services Window Ground Level New York, New York 10286 Attn: Alan Spater, Reorganization Section

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

        The undersigned acknowledges receipt of the Prospectus dated                        , 2004 (the "Prospectus") of Sealy Mattress Company (the "Company"), and this Letter of Transmittal (the "Letter of Transmittal"), which together describe the Company's offer (the "Exchange Offer") to exchange $390,000,000 aggregate principal amount of its 8.25% Senior Subordinated Notes due 2014, guaranteed by Sealy Mattress Corporation and certain subsidiaries of the Company (collectively, the "Guarantors"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act") (the "Exchange Notes"), for any and all of its outstanding 8.25% Senior Subordinated Notes due 2014 (the "Outstanding Notes"), guaranteed by the Guarantors, in integral multiples of $1,000 from the holders thereof. The Outstanding Notes are unconditionally guaranteed (the "Outstanding Guarantees") by the Guarantors on a senior subordinated basis, and the Exchange Notes will be unconditionally guaranteed (the "New Guarantees") by the Guarantors on a senior subordinated basis. Upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal, the Guarantors offer to issue the New Guarantees with respect to all Exchange Notes issued in the Exchange Offer in exchange for the Outstanding Guarantees of the Outstanding Notes for which such Exchange Notes are issued in the Exchange Offer. Throughout this Letter of Transmittal, unless the context otherwise requires, references to the "Exchange Offer" include the Guarantors' offer to exchange the New Guarantees for the Outstanding Guarantees, references to the "Exchange Notes" include the related New Guarantees and references to the "Outstanding Notes" include the related Outstanding Guarantees.

        The terms of the Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Outstanding Notes for which they may be exchanged pursuant to the Exchange Offer, except that the Exchange Notes are freely transferable by holders thereof (except as provided herein or in the Prospectus) and are not subject to any covenant regarding registration under the Securities Act.

        Capitalized terms used but not defined herein shall have the same meaning given them in the Prospectus.

YOUR BANK OR BROKER CAN ASSIST YOU IN COMPLETING THIS FORM. THE INSTRUCTIONS INCLUDED WITH THIS LETTER OF TRANSMITTAL MUST BE FOLLOWED. QUESTIONS AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS LETTER OF TRANSMITTAL MAY BE DIRECTED TO THE EXCHANGE AGENT, WHOSE ADDRESS AND TELEPHONE NUMBER APPEAR ON THE FRONT PAGE OF THIS LETTER OF TRANSMITTAL.

        The undersigned has checked the appropriate boxes below and signed this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer.

PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS
CAREFULLY BEFORE CHECKING ANY BOX BELOW.

        List below the Outstanding Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers and aggregate principal amounts should be listed on a separate signed schedule affixed hereto.

DESCRIPTION OF OUTSTANDING NOTES TENDERED HEREWITH
Name(s) and Address(es) of Registered Holder(s) (Please fill in)		Certificate Number(s)*	Aggregate Principal Amount Represented by Outstanding Notes*	Principal Amount Tendered**
	Total:
*	Need not be completed by book-entry holders.
**	Unless otherwise indicated, the holder will be deemed to have tendered the full aggregate principal amount represented by such Outstanding Notes. See instruction 2.

        Holders of Outstanding Notes whose Outstanding Notes are not immediately available or who cannot deliver all other required documents to the Exchange Agent on or prior to the Expiration Date or who cannot complete the procedures for book-entry transfer on a timely basis, must tender their Outstanding Notes according to the guaranteed delivery procedures set forth in the Prospectus.

        Unless the context otherwise requires, the term "holder" for purposes of this Letter of Transmittal means any person in whose name Outstanding Notes are registered or any other person who has obtained a properly completed bond power from the registered holder or any person whose Outstanding Notes are held of record by The Depository Trust Company ("DTC").

o

CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:

Name of Registered Holder(s)

Name of Eligible Guarantor Institution that Guaranteed Delivery

Date of Execution of Notice of Guaranteed Delivery

If Delivered by Book-Entry Transfer:

Name of Tendering Institution

Account Number

Transaction Code Number

2

o

CHECK HERE IF EXCHANGE NOTES ARE TO BE DELIVERED TO A PERSON OTHER THAN THE PERSON SIGNING THIS LETTER OF TRANSMITTAL:

Name

Address

o

CHECK HERE IF EXCHANGE NOTES ARE TO BE DELIVERED TO AN ADDRESS DIFFERENT FROM THAT LISTED ELSEWHERE IN THIS LETTER OF TRANSMITTAL:

Name

Address

o

CHECK HERE IF YOU ARE A BROKER-DEALER WHO ACQUIRED OUTSTANDING NOTES FOR ITS OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

Name

Address

        If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. A broker-dealer may not participate in the Exchange Offer with respect to Outstanding Notes acquired other than as a result of market-making activities or other trading activities. Any holder who is an "affiliate" of the Company or who has an arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offer, or any broker-dealer who purchased Outstanding Notes from the Company to resell pursuant to Rule 144A under the Securities Act or any other available exemption under the Securities Act must comply with the registration and prospectus delivery requirements under the Securities Act.

PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

3

Ladies and Gentlemen:

        Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the principal amount of the Outstanding Notes indicated above. Subject to, and effective upon, the acceptance for exchange of all or any portion of the Outstanding Notes tendered herewith in accordance with the terms and conditions of the Exchange Offer (including, if the Exchange Offer is extended or amended, the terms and conditions of any such extension or amendment), the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Outstanding Notes as are being tendered herewith. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent as its true and lawful agent and attorney-in-fact of the undersigned (with full knowledge that the Exchange Agent also acts as the agent of the Company, in connection with the Exchange Offer) to cause the Outstanding Notes to be assigned, transferred and exchanged.

        The undersigned represents and warrants that it has full power and authority to tender, exchange, assign and transfer the Outstanding Notes and to acquire the Exchange Notes issuable upon the exchange of such tendered Outstanding Notes, and that, when the same are accepted for exchange, the Company will acquire good and unencumbered title to the tendered Outstanding Notes, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim. The undersigned also warrants that it will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the exchange, assignment and transfer of the tendered Outstanding Notes or transfer ownership of such Outstanding Notes on the account books maintained by the book-entry transfer facility. The undersigned further agrees that acceptance of any and all validly tendered Outstanding Notes by the Company and the issuance of Exchange Notes in exchange therefor shall constitute performance in full by the Company of its obligations under the Exchange and Registration Rights Agreement dated April 6, 2004, among the Company, the guarantors named therein and Goldman, Sachs & Co. and J.P. Morgan Securities Inc., as representatives of the several Purchasers named in Schedule I to the corresponding Purchase Agreement (the "Registration Rights Agreement"), and that the Company shall have no further obligations or liabilities thereunder except as provided in Section 6 of such agreement. The undersigned will comply with its obligations under the Registration Rights Agreement. The undersigned has read and agrees to all terms of the Exchange Offer.

        The Exchange Offer is subject to certain conditions as set forth in the Prospectus under the caption "The Exchange Offer—Certain Conditions to the Exchange Offer." The undersigned recognizes that as a result of these conditions (which may be waived, in whole or in part, by the Company), as more particularly set forth in the Prospectus, the Company may not be required to exchange any of the Outstanding Notes tendered hereby and, in such event, the Outstanding Notes not exchanged will be returned to the undersigned at the address shown above, promptly following the expiration or termination of the Exchange Offer. In addition, the Company may amend the Exchange Offer at any time prior to the Expiration Date if any of the conditions set forth under "The Exchange Offers—Certain Conditions to the Exchange Offer" occur.

        The undersigned understands that tenders of Outstanding Notes pursuant to any one of the procedures described in the Prospectus and in the instructions attached hereto will, upon the Company's acceptance for exchange of such tendered Outstanding Notes, constitute a binding agreement between the undersigned and the Company upon the terms and subject to the conditions of the Exchange Offer.

        By tendering the Outstanding Notes and executing this Letter of Transmittal, the undersigned represents that (1) the Exchange Notes acquired in the exchange will be obtained in the ordinary course of business of the undersigned, (2) the undersigned has no arrangement or understanding with any person to participate in a distribution (within the meaning of the Securities Act) of such Exchange

4

Notes, (3) the undersigned is not an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act and (4) if the undersigned or the person receiving such Exchange Notes, whether or not such person is the undersigned, is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes. If the undersigned or the person receiving such Exchange Notes, whether or not such person is the undersigned, is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that (1) it has not entered into any arrangement or understanding with the Company or an affiliate of the Company to distribute the Exchange Notes and (2) it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. If the undersigned is a person in the United Kingdom, the undersigned represents that its ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business.

        An "affiliate" of the Company or any holder of Outstanding Notes tendering its Outstanding Notes in the Exchange Offer with the intention to participate, or for the purpose of participating, in a distribution of the Exchange Notes or any broker-dealer that acquired the Outstanding Notes directly from the Company and not as a result of market-making activities or other trading activities (i) cannot rely on the position of the staff of the Securities and Exchange Commission enunciated in its interpretive letter with respect to Exxon Capital Holdings Corporation (available May 13, 1988), Morgan Stanley & Co. Incorporated (available June 5, 1991) and Shearman & Sterling (available July 2, 1993) or similar interpretive letters and (ii) absent an exemption under the Securities Act, must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the Exchange Notes. Such broker-dealers may not use the prospectus for the exchange offer in connection with such resales.

        All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned, and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Tendered Outstanding Notes may be withdrawn at any time prior to the Expiration Date in accordance with the terms of this Letter of Transmittal. Except as stated in the Prospectus, this tender is irrevocable.

        Certificates for all Exchange Notes delivered in exchange for tendered Outstanding Notes and any Outstanding Notes delivered herewith but not exchanged, and registered in the name of the undersigned, shall be delivered to the undersigned at the address shown below the signature of the undersigned.

        The undersigned, by completing the box entitled "Description of Outstanding Notes Tendered Herewith" above and signing this letter, will be deemed to have tendered the Outstanding Notes as set forth in such box.

5

TENDERING HOLDER(S) SIGN HERE
(Complete accompanying substitute Form W-9)

MUST BE SIGNED BY REGISTERED HOLDER(S) EXACTLY AS NAME(S) APPEAR(S) ON CERTIFICATE(S) FOR OUTSTANDING NOTES HEREBY TENDERED OR IN WHOSE NAME OUTSTANDING NOTES ARE REGISTERED ON THE BOOKS OF DTC OR ONE OF ITS PARTICIPANTS, OR BY ANY PERSON(S) AUTHORIZED TO BECOME THE REGISTERED HOLDER(S) BY ENDORSEMENTS AND DOCUMENTS TRANSMITTED HEREWITH. IF SIGNATURE IS BY A TRUSTEE, EXECUTOR, ADMINISTRATOR, GUARDIAN, ATTORNEY-IN-FACT, OFFICER OF A CORPORATION OR OTHER PERSON ACTING IN A FIDUCIARY OR REPRESENTATIVE CAPACITY, PLEASE SET FORTH THE FULL TITLE OF SUCH PERSON. SEE INSTRUCTION 3.

(Signature(s) of Holder(s))

Date
Name(s)	(PLEASE PRINT)

Capacity (full title)

Address

(Including Zip Code)

Daytime Area Code and Telephone No.

Taxpayer Identification No.

GUARANTEE OF SIGNATURE(S)
(If Required—See Instruction 3)

Authorized Signature

Date

Name(s)

Title

Name of Firm

Address of Firm

(Include Zip Code)

Area Code and Telephone No.

6

SPECIAL ISSUANCE INSTRUCTIONS
(See Instructions 3 and 4)

        To be completed ONLY if Exchange Notes or Outstanding Notes not tendered are to be issued in the name of someone other than the registered holder of the Outstanding Notes whose name(s) appear(s) above.

Issue:

o    Outstanding Notes not tendered to:

o    Exchange Notes to:

Name(s)
Address
	(Include Zip Code)

Daytime Area Code and Telephone No.

Tax Identification No.

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 3 and 4)

        To be completed ONLY if Exchange Notes or Outstanding Notes not tendered are to be sent to someone other than the registered holder of the Outstanding Notes whose name(s) appear(s) above, or such registered holder(s) at an address other than that shown above.

Mail:

o    Outstanding Notes not tendered to:

o    Exchange Notes to:

Name(s)
Address
	(Include Zip Code)

Area Code and Telephone No.

7

INSTRUCTIONS

FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

1.     Delivery of this Letter of Transmittal and Certificates; Guaranteed Delivery Procedures.

        A holder of Outstanding Notes may tender the same by (i) properly completing and signing this Letter of Transmittal or a facsimile hereof (all references in the Prospectus to the Letter of Transmittal shall be deemed to include a facsimile thereof) and delivering the same, together with the certificate or certificates, if applicable, representing the Outstanding Notes being tendered and any required signature guarantees and any other documents required by this Letter of Transmittal, to the Exchange Agent at its address set forth above on or prior to the Expiration Date, or (ii) complying with the procedure for book-entry transfer described below, or (iii) complying with the guaranteed delivery procedures described below.

        Holders of Outstanding Notes may tender Outstanding Notes by book-entry transfer by crediting the Outstanding Notes to the Exchange Agent's account at DTC in accordance with DTC's Automated Tender Offer Program ("ATOP") and by complying with applicable ATOP procedures with respect to the Exchange Offer. DTC participants that are accepting the Exchange Offer should transmit their acceptance to DTC, which will edit and verify the acceptance and execute a book-entry delivery to the Exchange Agent's account at DTC. DTC will then send a computer-generated message (an "Agent's Message") to the Exchange Agent for its acceptance in which the holder of the Outstanding Notes acknowledges and agrees to be bound by the terms of, and makes the representations and warranties contained in, this Letter of Transmittal, the DTC participant confirms on behalf of itself and the beneficial owners of such Outstanding Notes all provisions of this Letter of Transmittal (including any representations and warranties) applicable to it and such beneficial owner as fully as if it had completed the information required herein and executed and transmitted this Letter of Transmittal to the Exchange Agent.

Delivery of the Agent's Message by DTC will satisfy the terms of the Exchange Offer as to execution and delivery of a Letter of Transmittal by the participant identified in the Agent's Message. DTC participants may also accept the Exchange Offer by submitting a Notice of Guaranteed Delivery through ATOP.

        THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL, THE OUTSTANDING NOTES AND ANY OTHER REQUIRED DOCUMENTS IS AT THE ELECTION AND RISK OF THE HOLDER, AND EXCEPT AS OTHERWISE PROVIDED BELOW, THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED OR CONFIRMED BY THE EXCHANGE AGENT. IF SUCH DELIVERY IS BY MAIL, IT IS SUGGESTED THAT REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, OR OVERNIGHT OR HAND DELIVERY SERVICE BE USED. IN ALL CASES SUFFICIENT TIME SHOULD BE ALLOWED TO PERMIT TIMELY DELIVERY. NO OUTSTANDING NOTES OR LETTERS OF TRANSMITTAL SHOULD BE SENT TO THE COMPANY.

        Holders whose Outstanding Notes are not immediately available or who cannot deliver their Outstanding Notes and all other required documents to the Exchange Agent on or prior to the Expiration Date or comply with book-entry transfer procedures on a timely basis must tender their Outstanding Notes pursuant to the guaranteed delivery procedure set forth in the Prospectus. Pursuant to such procedure: (i) such tender must be made by or through an Eligible Guarantor Institution (as defined below); (ii) prior to the Expiration Date, the Exchange Agent must have received from such Eligible Guarantor Institution a letter, telegram or facsimile transmission (receipt confirmed by telephone and an original delivered by guaranteed overnight courier) setting forth the name and address of the tendering holder, the names in which such Outstanding Notes are registered, and, if applicable, the certificate numbers of the Outstanding Notes to be tendered; and (iii) all tendered Outstanding Notes (or a confirmation of any book-entry transfer of such Outstanding Notes into the

8

Exchange Agent's account at a book-entry transfer facility) as well as this Letter of Transmittal and all other documents required by this Letter of Transmittal, must be received by the Exchange Agent within three New York Stock Exchange trading days after the date of execution of such letter, telegram or facsimile transmission, all as provided in the Prospectus.

        No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders, by execution of this Letter of Transmittal (or facsimile thereof), shall waive any right to receive notice of the acceptance of the Outstanding Notes for exchange.

2.     Partial Tenders; Withdrawals.

        Tenders of Outstanding Notes will be accepted only in the principal amount of $1,000 and integral multiples of $1,000. If less than the entire principal amount of Outstanding Notes evidenced by a submitted certificate is tendered, the tendering holder must fill in the aggregate principal amount of Outstanding Notes tendered in the box entitled "Description of Outstanding Notes Tendered Herewith." A newly issued certificate for the Outstanding Notes submitted but not tendered will be sent to such holder as soon as practicable after the Expiration Date. All Outstanding Notes delivered to the Exchange Agent will be deemed to have been tendered unless otherwise clearly indicated.

        If not yet accepted, a tender pursuant to the Exchange Offer may be withdrawn prior to the Expiration Date.

        To be effective with respect to the tender of Outstanding Notes, a written notice of withdrawal must: (i) be received by the Exchange Agent at the address for the Exchange Agent set forth above before the Company notifies the Exchange Agent that it has accepted the tender of Outstanding Notes pursuant to the Exchange Offer; (ii) specify the name of the person who tendered the Outstanding Notes to be withdrawn; (iii) identify the Outstanding Notes to be withdrawn (including the principal amount of such Outstanding Notes, or, if applicable, the certificate numbers shown on the particular certificates evidencing such Outstanding Notes and the principal amount of Outstanding Notes represented by such certificates); (iv) include a statement that such holder is withdrawing its election to have such Outstanding Notes exchanged; and (v) be signed by the holder in the same manner as the original signature on this Letter of Transmittal (including any required signature guarantee). The Exchange Agent will return the properly withdrawn Outstanding Notes promptly following receipt of notice of withdrawal. If Outstanding Notes have been tendered pursuant to the procedure for book-entry transfer, any notice of withdrawal must specify the name and number of the account at the book-entry transfer facility to be credited with the withdrawn Outstanding Notes or otherwise comply with the book-entry transfer facility's procedures. All questions as to the validity of notices of withdrawals, including time of receipt, will be determined by the Company, and such determination will be final and binding on all parties.

        Any Outstanding Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Outstanding Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Outstanding Notes tendered by book-entry transfer into the Exchange Agent's account at the book entry transfer facility pursuant to the book-entry transfer procedures described above, such Outstanding Notes will be credited to an account with such book-entry transfer facility specified by the holder) promptly after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Outstanding Notes may be retendered by following one of the procedures described under the caption "The Exchange Offer—Procedures for Tendering" in the Prospectus at any time prior to the Expiration Date.

3.     Signature on this Letter of Transmittal; Written Instruments and Endorsements; Guarantee of Signatures.

        If this Letter of Transmittal is signed by the registered holder(s) of the Outstanding Notes tendered hereby, the signature must correspond with the name(s) as written on the face of the certificates without alteration, enlargement or any change whatsoever.

9

        If any of the Outstanding Notes tendered hereby are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal.

        If a number of Outstanding Notes registered in different names are tendered, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of Outstanding Notes.

        When this Letter of Transmittal is signed by the registered holder or holders (which term, for the purposes described herein, shall include the book-entry transfer facility whose name appears on a security listing as the owner of the Outstanding Notes) of Outstanding Notes listed and tendered hereby, no endorsements of certificates or separate written instruments of transfer or exchange are required.

        If this Letter of Transmittal is signed by a person other than the registered holder or holders of the Outstanding Notes listed, such Outstanding Notes must be endorsed or accompanied by separate written instruments of transfer or exchange in form satisfactory to the Company and duly executed by the registered holder, in either case signed exactly as the name or names of the registered holder or holders appear(s) on the Outstanding Notes.

        If this Letter of Transmittal, any certificates or separate written instruments of transfer or exchange are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, proper evidence satisfactory to the Company of their authority so to act must be submitted.

        Endorsements on certificates or signatures on separate written instruments of transfer or exchange required by this Instruction 3 must be guaranteed by an Eligible Guarantor Institution.

        Signatures on this Letter of Transmittal must be guaranteed by an Eligible Guarantor Institution, unless Outstanding Notes are tendered: (i) by a holder who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on this Letter of Transmittal; or (ii) for the account of an Eligible Guarantor Institution (as defined below). In the event that the signatures in this Letter of Transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, such guarantees must be by an eligible guarantor institution which is a member of a firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc., a commercial bank or trust company having an office or correspondent in the United States or another "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended (an "Eligible Guarantor Institution"). If Outstanding Notes are registered in the name of a person other than the signer of this Letter of Transmittal, the Outstanding Notes surrendered for exchange must be endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by the Company, in its sole discretion, duly executed by the registered holder with the signature thereon guaranteed by an Eligible Guarantor Institution.

4.     Special Issuance and Delivery Instructions.

        Tendering holders should indicate, as applicable, the name and address to which the Exchange Notes or certificates for Outstanding Notes not exchanged are to be issued or sent, if different from the name and address of the person signing this Letter of Transmittal. In the case of issuance in a different name, the tax identification number of the person named must also be indicated. Holders tendering Outstanding Notes by book-entry transfer may request that Outstanding Notes not exchanged be credited to such account maintained at the book-entry transfer facility as such holder may designate.

5.     Transfer Taxes.

        The Company shall pay all transfer taxes, if any, applicable to the transfer and exchange of Outstanding Notes to it or its order pursuant to the Exchange Offer, except in the case of deliveries of

10

certificates for Outstanding Notes for Exchange Notes that are to be registered or issued in the name of any person other than the holder of Outstanding Notes tendered thereby. If a transfer tax is imposed for any reason other than the transfer and exchange of Outstanding Notes to the Company or its order pursuant to the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other person) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exception therefrom is not submitted herewith the amount of such transfer taxes will be billed directly to such tendering holder.

6.     Waiver of Conditions.

        The Company reserves the absolute right to waive, in whole or in part, any of the conditions to the Exchange Offer set forth in the Prospectus.

7.     Mutilated, Lost, Stolen or Destroyed Securities.

        Any holder whose Outstanding Notes have been mutilated, lost, stolen or destroyed, should contact the Exchange Agent at the address indicated below for further instructions.

8.     Substitute Form W-9

        Each holder of Outstanding Notes whose Outstanding Notes are accepted for exchange (or other payee) is generally required to provide a correct taxpayer identification number ("TIN") (e.g., the holder's Social Security or federal employer identification number) and certain other information, on Substitute Form W-9, which is provided under "Important Tax Information" below, and to certify that the holder (or other payee) is not subject to backup withholding. Failure to provide the information on the Substitute Form W-9 may subject the holder (or other payee) to a $50 penalty imposed by the Internal Revenue Service and 28% federal income tax backup withholding on payments made in connection with the Outstanding Notes. The box in Part 3 of the Substitute Form W-9 may be checked if the holder (or other payee) has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is checked and a TIN is not provided by the time any payment is made in connection with the Outstanding Notes, 28% of all such payments will be withheld until a TIN is provided and, if a TIN is not provided within 60 days, such withheld amounts will be paid over to the Internal Revenue Service.

9.     Requests for Assistance or Additional Copies.

        Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number set forth above. In addition, all questions relating to the Exchange Offer, as well as requests for assistance or additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number indicated above.

10.   Irregularities.

        All questions as to the validity, form, eligibility (including time of receipt), and acceptance of Letters of Transmittal or Outstanding Notes will be resolved by the Company, whose determination will be final and binding. The Company reserves the absolute right to reject any or all Letters of Transmittal or tenders that are not in proper form or the acceptance of which would, in the opinion of the Company's counsel, by unlawful. The Company also reserves the right to waive any irregularities or conditions of tender as to the particular Outstanding Notes covered by any Letter of Transmittal or tendered pursuant to such Letter of Transmittal. Neither the Company, the Exchange Agent nor any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification. The Company's interpretation of the terms and conditions of the Exchange Offer shall be final and binding.

11

IMPORTANT:    This Letter of Transmittal or a facsimile or copy thereof (together with certificates of Outstanding Notes or confirmation of book-entry transfer and all other required documents) or a Notice of Guaranteed Delivery must be received by the Exchange Agent on or prior to the Expiration Date.

IMPORTANT TAX INFORMATION

        Under U.S. federal income tax law, a holder of Outstanding Notes whose Outstanding Notes are accepted for exchange may be subject to backup withholding unless the holder provides The Bank of New York, as Paying Agent (the "Paying Agent"), through the Exchange Agent with either (i) such holder's correct taxpayer identification number ("TIN") on Substitute Form W-9 attached hereto, certifying (A) that the TIN provided on Substitute Form W-9 is correct (or that such holder of Outstanding Notes is awaiting a TIN), (B) that the holder of Outstanding Notes is not subject to backup withholding because (x) such holder of Outstanding Notes is exempt from backup withholding, (y) such holder of Outstanding Notes has not been notified by the Internal Revenue Service that he or she is subject to backup withholding as a result of a failure to report all interest or dividends or (z) the Internal Revenue Service has notified the holder of Outstanding Notes that he or she is no longer subject to backup withholding and (C) that the holder of Outstanding Notes is a U.S. person (including a U.S. resident alien); or (ii) an adequate basis for exemption from backup withholding. If such holder of Outstanding Notes is an individual, the TIN is such holder's social security number. If the Paying Agent is not provided with the correct TIN, the holder of Outstanding Notes may also be subject to certain penalties imposed by the Internal Revenue Service.

        Certain holders of Outstanding Notes (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. However, exempt holders of Outstanding Notes should indicate their exempt status on Substitute Form W-9. For example, a corporation should complete the Substitute Form W-9, providing its TIN and indicating that it is exempt from backup withholding. In order for a foreign individual to qualify as an exempt recipient, the holder must submit a Form W-8BEN, signed under penalties of perjury, attesting to that individual's exempt status. A Form W-8BEN can be obtained from the Paying Agent. See the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for more instructions.

        If backup withholding applies, the Paying Agent is required to withhold 28% of any payments made to the holder of Outstanding Notes or other payee. Backup withholding is not an additional tax. Rather, the tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained from the Internal Revenue Service, provided the required information is furnished.

        The box in Part 3 of the Substitute Form W-9 may be checked if the surrendering holder of Outstanding Notes has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future. If the box in Part 3 is checked, the holder of Outstanding Notes or other payee must also complete the Certificate of Awaiting Taxpayer Identification Number below in order to avoid backup withholding. Notwithstanding that the box in Part 3 is checked and the Certificate of Awaiting Taxpayer Identification Number is completed, the Paying Agent will withhold 28% of all payments made prior to the time a properly certified TIN is provided to the Paying Agent and, if the Paying Agent is not provided with a TIN within 60 days, such amounts will be paid over to the Internal Revenue Service.

        The holder of Outstanding Notes is required to give the Paying Agent the TIN (e.g., social security number or employer identification number) of the record owner of the Outstanding Notes. If the Outstanding Notes are in more than one name or are not in the name of the actual owner, consult the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9" for additional guidance on which number to report.

12

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number for the Payee (You) to Give the Payer.—Social security numbers have nine digits separated by two hyphens: i.e., 000-00-0000. Employee identification numbers have nine digits separated by only one hyphen: i.e., 00-0000000. The table below will help determine the number to give the payer. All "Section" references are to the Internal Revenue Code of 1986, as amended. "IRS" is the Internal Revenue Service.

For this type of account:		Give the SOCIAL SECURITY number of—
1.	Individual	The individual
2.	Two or more individuals (joint account)	The actual owner of the account or, if combined fund, the first individual on the account.(1)
3.	Custodian account of a minor (Uniform Gift to Minors Act)	The minor(2)
4.	a.  The usual revocable savings trust account (grantor is also trustee)	The grantor-trustee(1)
	b.  So-called trust that is not a legal or valid trust under state law	The actual owner(1)
5.	Sole proprietorship	The owner(3)
For this type of account:		Give the SOCIAL SECURITY number of—
6.	Sole proprietorship	The owner(3)
7.	A valid trust, estate, or pension trust	The legal entity(4)
8.	Corporate	The corporation
9.	Association, club, religious, charitable, educational, or other tax-exempt organization account	The organization
10.	Partnership	The partnership
11.	A broker or registered nominee	The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

(1)

List first and circle the name of the person whose number you furnish. If only one person on a joint account has a social security number, that person's number must be furnished.

(2)

Circle the minor's name and furnish the minor's social security number.

(3)

You must show your individual name, but you may also enter your business or "doing business as" name. You may use either your social security number or your employer identification number (if you have one).

(4)

List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the taxpayer identification number of the personal representative or trustee unless the legal entity itself is not designated in the account title.)

NOTE:If no name is circled when there is more than one name, the number will be considered to be that of the first name listed.

13

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

Page 2

Obtaining a Number

If you don't have a taxpayer identification number or you don't know your number, obtain Form SS-5, Application for a Social Security Card, at the local Social Administration office, or Form SS-4, Application for Employer Identification Number, by calling 1 (800) TAX-FORM, and apply for a number.

Payees Exempt from Backup Withholding

Payees specifically exempted from withholding include:

•

An organization exempt from tax under Section 501(a), an individual retirement account (IRA), or a custodial account under Section 403(b)(7), if the account satisfies the requirements of Section 401(f)(2).

•

The United States or a state thereof, the District of Columbia, a possession of the United States, or a political subdivision or wholly-owned agency or instrumentality of any one or more of the foregoing.

•

An international organization or any agency or instrumentality thereof.

•

A foreign government and any political subdivision, agency or instrumentality thereof.

Payees that may be exempt from backup withholding include:

•

A corporation.

•

A financial institution.

•

A dealer in securities or commodities required to register in the United States, the District of Columbia, or a possession of the United States.

•

A real estate investment trust.

•

A common trust fund operated by a bank under Section 584(a).

•

An entity registered at all times during the tax year under the Investment Company Act of 1940.

•

A middleman known in the investment community as a nominee or custodian.

•

A futures commission merchant registered with the Commodity Futures Trading Commission.

•

A foreign central bank of issue.

•

A trust exempt from tax under Section 664 or described in Section 4947.

Payments of dividends and patronage dividends generally exempt from backup withholding include:

•

Payments to nonresident aliens subject to withholding under Section 1441.

•

Payments to partnerships not engaged in a trade or business in the United States and that have at least one nonresident alien partner.

•

Payments of patronage dividends not paid in money.

•

Payments made by certain foreign organizations.

•

Section 404(k) payments made by an ESOP.

Payments of interest generally exempt from backup withholding include:

•

Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and you have not provided your correct taxpayer identification number to the payer.

•

Payments of tax-exempt interest (including exempt-interest dividends under Section 852).

•

Payments described in Section 6049(b)(5) to nonresident aliens.

•

Payments on tax-free covenant bonds under Section 1451.

•

Payments made by certain foreign organizations.

•

Mortgage interest paid to you.

Certain payments, other than payments of interest, dividends, and patronage dividends, that are exempt from information reporting are also exempt from backup withholding. For details, see the regulations under sections 6041, 6041A, 6042, 6044, 6045, 6049, 6050A and 6050N.

Exempt payees described above must file Form W-9 or a substitute Form W-9 to avoid possible erroneous backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" IN PART 2 OF THE FORM, SIGN AND DATE THE FORM AND RETURN IT TO THE PAYER.

Privacy Act Notice.—Section 6109 requires you to provide your correct taxpayer identification number to payers, who must report the payments to the IRS. The IRS uses the number for identification purposes and may also provide this information to various government agencies for tax enforcement or litigation purposes. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to payer. Certain penalties may also apply.

Penalties

(1)    Failure to Furnish Taxpayer Identification Number.—If you fail to furnish your taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

(2)    Civil Penalty for False Information With Respect to Withholding.—If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

(3)    Criminal Penalty for Falsifying Information.—Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE.

14

PAYER'S NAME: Sealy Mattress Company
	Part 1—PLEASE PROVIDE YOUR TIN IN THE BOX AT RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.
		Name
SUBSTITUTE FORM     W-9 Department of the Treasury Internal Revenue Service		Social Security Number OR Employer Identification Number
		Part 3— Awaiting TIN o
Payer's Request for Taxpayer Identification Number (TIN)	Part 2—Certification—Under the penalties of perjury, I certify that: (1)  The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me), (2)  I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and (3)  I am a U.S. person (including a U.S. resident alien).
	CERTIFICATE INSTRUCTIONS—You must cross out item (2) above if you have been notified by the IRS that you are currently subject to backup withholding because of under-reporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out such item (2).
	The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding. Sign Here SIGNATURE DATE

NOTE:  FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART 3 OF THE SUBSTITUTE FORM W-9.

CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

        I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (1) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office, or (2) I intend to mail or deliver an application in the near future. I understand that if I do not provide a taxpayer identification number by the time of payment, 28% of all reportable payments made to me will be withheld.

SIGNATURE         DATE                         ,             

15

QuickLinks

PLEASE READ THE ENTIRE LETTER OF TRANSMITTAL AND THE PROSPECTUS CAREFULLY BEFORE CHECKING ANY BOX BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
TENDERING HOLDER(S) SIGN HERE (Complete accompanying substitute Form W-9)
INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
IMPORTANT TAX INFORMATION
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 Page 2

EX-99.2

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 99.2

NOTICE OF GUARANTEED DELIVERY

for
Tender of All Outstanding 8.25% Senior Subordinated Notes due 2014
in Exchange for
New 8.25% Senior Subordinated Notes due 2014
which have been registered under the Securities Act of 1933, as amended
of

SEALY MATTRESS COMPANY

Registered holders of outstanding 8.25% Senior Subordinated Notes due 2014 (the "Outstanding Notes") who wish to tender their Outstanding Notes in exchange for a like principal amount of new 8.25% Senior Subordinated Notes due 2014 (the "Exchange Notes") and whose Outstanding Notes are not immediately available or who cannot deliver their Outstanding Notes and Letter of Transmittal (and any other documents required by the Letter of Transmittal) to The Bank of New York (the "Exchange Agent") prior to the Expiration Date, may use this Notice of Guaranteed Delivery or one substantially equivalent hereto. This Notice of Guaranteed Delivery may be delivered by hand or sent by facsimile transmission (receipt confirmed by telephone and an original delivered by guaranteed overnight courier) or mail to the Exchange Agent. See "The Exchange Offer—Procedures for Tendering" in the Prospectus.

THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:

THE BANK OF NEW YORK

By Mail:	By Facsimile:	By Hand or Overnight Delivery:
The Bank of New York Reorganization Section 101 Barclay Street—7E New York, New York 10286 Attention: Alan Spater	The Bank of New York Reorganization Section Attention: Alan Spater (212) 298-1915 Confirm Receipt of Facsimile by telephone (212) 815-8394	The Bank of New York 101 Barclay Street Corporate Trust Services Window Ground Level New York, New York 10286 Attention: Alan Spater, Reorganization Section

DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE OR TRANSMISSION VIA A FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.

        This Notice of Guaranteed Delivery is not to be used to guarantee signatures. If a signature on a Letter of Transmittal is required to be guaranteed by an Eligible Guarantor Institution (as defined in the Letter of Transmittal), such signature guarantee must appear in the applicable space provided on the Letter of Transmittal for Guarantee of Signatures.

Ladies and Gentlemen:

        The undersigned hereby tenders the principal amount of Outstanding Notes indicated below, upon the terms and subject to the conditions contained in the Prospectus dated            , 2004 of Sealy Mattress Company (the "Prospectus"), receipt of which is hereby acknowledged.

DESCRIPTION OF OUTSTANDING NOTES TENDERED

NAME OF TENDERING HOLDER
NAME AND
ADDRESS OF
REGISTERED
HOLDER AS IT
APPEARS ON THE
OUTSTANDING
NOTES (PLEASE
PRINT)
CERTIFICATE
NUMBER(S) OF
OUTSTANDING
NOTES
TENDERED
(OR ACCOUNT
NUMBER AT
BOOK—ENTRY
FACILITY)
PRINCIPAL
AMOUNT
OUTSTANDING
NOTES
TENDERED

SIGN HERE

Name of Registered or Acting Holder:

Signature(s)

Print Name(s)

Address:

Telephone Number

Date:

IF OUTSTANDING NOTES WILL BE TENDERED BY BOOK-ENTRY TRANSFER, PROVIDE THE FOLLOWING INFORMATION:

        DTC Account Number:

        Date:

2

THE FOLLOWING GUARANTEE MUST BE COMPLETED
GUARANTEE OF DELIVERY
(NOT TO BE USED FOR SIGNATURE GUARANTEE)

        The undersigned, a member of a recognized signature guarantee medallion program within the meaning of Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, hereby guarantees to deliver to the Exchange Agent at one of its addresses set forth on the reverse hereof, the certificates representing the Outstanding Notes (or a confirmation of book-entry transfer of such Outstanding Notes into the Exchange Agent's account at the book-entry transfer facility), together with a properly completed and duly executed Letter of Transmittal (or facsimile thereof), with any required signature guarantees, and any other documents required by the Letter of Transmittal within three New York Stock Exchange trading days after the Expiration date (as defined in the Letter of Transmittal).

Name of Firm:
	(AUTHORIZED SIGNATURE)
Address:	Title:
(ZIP CODE)	Name:	(PLEASE TYPE OR PRINT)
Area Code and Tel. No.:	Date:

NOTE:  DO NOT SEND OUTSTANDING NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. OUTSTANDING NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.

3

QuickLinks

DESCRIPTION OF OUTSTANDING NOTES TENDERED

EX-99.3

EXHIBIT 99.3

SEALY MATTRESS COMPANY

OFFER TO EXCHANGE

New 8.25% Senior Subordinated Notes due 2014
which have been registered under the Securities Act of 1933,
as amended for
All Outstanding 8.25% Senior Subordinated Notes due 2014

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON                  , 2004, UNLESS EXTENDED BY SEALY MATTRESS COMPANY

                  , 2004

To Brokers, Dealers, Commercial Banks,
    Trust Companies and other Nominees:

        As described in the enclosed Prospectus, dated                        , 2004 (as the same may be amended or supplemented from time to time, the "Prospectus"), and form of Letter of Transmittal (the "Letter of Transmittal"), Sealy Mattress Company (the "Company") is offering to exchange $390,000,000 aggregate principal amount of the Company's 8.25% Senior Subordinated Notes due 2014, guaranteed by Sealy Mattress Corporation and certain subsidiaries of the Company (collectively, the "Guarantors"), that have been registered under the Securities Act of 1933, as amended (the "Securities Act") (collectively, the "Exchange Notes"), for any and all of its outstanding 8.25% Senior Subordinated Notes due 2014 (collectively, the "Outstanding Notes"), guaranteed by the Guarantors, in integral multiples of $1,000 (the "Exchange Offer"). The terms of the Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Outstanding Notes for which they may be exchanged pursuant to the Exchange Offer, except that the Exchange Notes are freely transferable by holders thereof (except as provided in the Letter of Transmittal or in the Prospectus) and are not subject to any covenant regarding registration under the Securities Act. The Outstanding Notes are unconditionally guaranteed (the "Outstanding Guarantees") by the Guarantors on a senior subordinated basis, and the Exchange Notes will be unconditionally guaranteed (the "New Guarantees") by the Guarantors on a senior subordinated basis. Upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal, the Guarantors offer to issue the New Guarantees with respect to all Exchange Notes issued in the Exchange Offer in exchange for the Outstanding Guarantees of the Outstanding Notes for which such Exchange Notes are issued in the Exchange Offer.

        Throughout this letter, unless the context otherwise requires, references to the "Exchange Offer" include the Guarantors' offer to exchange the New Guarantees for Outstanding Guarantees, references to the "Exchange Notes" include the related New Guarantees and references to the "Outstanding Notes" include the related Outstanding Guarantees.

        The Company will accept for exchange any and all Outstanding Notes properly tendered according to the terms of the Prospectus and the Letter of Transmittal. Consummation of the Exchange Offer is subject to certain conditions described in the Prospectus.

        WE ARE ASKING YOU TO CONTACT YOUR CLIENTS FOR WHOM YOU HOLD OUTSTANDING NOTES REGISTERED IN YOUR NAME OR IN THE NAME OF YOUR NOMINEE OR WHO HOLD OUTSTANDING NOTES REGISTERED IN THEIR OWN NAMES.

        The Company will not pay any fees or commissions to you for soliciting tenders of Outstanding Notes pursuant to the Exchange Offer. However, you will be reimbursed by the Company for customary and reasonable mailing and handling expenses incurred by you in forwarding the enclosed materials to your clients, including the reasonable expenses of overnight courier services. The Company will pay all transfer

taxes, if any, applicable to the tender of the Outstanding Notes to it or its order, except as otherwise provided in the Prospectus and Letter of Transmittal.

        For your information and for forwarding to your clients for whom you hold the Outstanding Notes held of record in your name or in the name of your nominee, enclosed are copies of the following documents:

1.

The Prospectus;



2.

The Letter of Transmittal for your use and for the information of your clients, together with a Substitute Form W-9 and Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (providing information relating to U.S. federal income tax backup withholding);



3.

A form of Notice of Guaranteed Delivery; and



4.

A printed form of letter, including a Letter of Instructions, which you may use to correspond with your clients for whose accounts you hold Outstanding Notes held of record in your name or in the name of your nominee, with space provided for obtaining such clients' instructions regarding the Exchange Offer.

WE URGE YOU TO CONTACT YOUR CLIENTS AS PROMPTLY AS POSSIBLE TO OBTAIN THEIR INSTRUCTIONS.

        The Exchange Offer will expire at 5:00 P.M., New York City time, on                    , 2004 unless the Exchange Offer is extended by the Company. The time at which the Exchange Offer expires is referred to as the "Expiration Date." Tendered Outstanding Notes may be withdrawn, subject to the procedures described in the Prospectus, at any time prior to 5:00 P.M. on the Expiration Date.

        To participate in the Exchange Offer, certificates for Outstanding Notes, or a timely confirmation of a book-entry transfer of such Outstanding Notes into the Exchange Agent's account at The Depository Trust Company, together with a duly executed and properly completed Letter of Transmittal or facsimile thereof, with any required signature guarantees, and any other required documents, must be received by the Exchange Agent by the Expiration Date as indicated in the Letter of Transmittal and the Prospectus.

        If holders of the Outstanding Notes wish to tender, but it is impracticable for them to forward their Outstanding Notes prior to the Expiration Date or to comply with the book-entry transfer procedures on a timely basis, a tender may be effected by following the guaranteed delivery procedures described in the Prospectus, under "The Exchange Offer—Guaranteed Delivery Procedures" and the Letter of Transmittal.

        Any inquiries you may have with respect to the Exchange Offer should be addressed to The Bank of New York, the Exchange Agent for the Exchange Offer, at their address and telephone number set forth in the enclosed Prospectus and Letter of Transmittal. Additional copies of the enclosed materials may be obtained from the exchange agent.

Very truly yours,

Sealy Mattress Company

NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER PERSON THE AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON BEHALF OF EITHER OF THEM IN CONNECTION WITH THE EXCHANGE OFFER, OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS EXPRESSLY CONTAINED THEREIN.

2

EX-99.4

QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 99.4

SEALY MATTRESS COMPANY
Offer to Exchange

New 8.25% Senior Subordinated Notes due 2014
which have been registered under the Securities Act of 1933, as amended
for
All Outstanding 8.25% Senior Subordinated Notes due 2014

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
                        , 2004, UNLESS EXTENDED BY THE COMPANY.

, 2004

To Our Clients:

        Enclosed for your consideration are a Prospectus, dated                        , 2004 (as the same may be amended or supplemented from time to time, the "Prospectus"), and form of Letter of Transmittal (the "Letter of Transmittal"), relating to the offer (the "Exchange Offer") by Sealy Mattress Company (the "Company") to exchange $390,000,000 aggregate principal amount of the Company's 8.25% Senior Subordinated Notes due 2014, guaranteed by Sealy Mattress Corporation and certain subsidiaries of the Company (collectively, the "Guarantors"), that have been registered under the Securities Act of 1933, as amended (the "Securities Act") (collectively, the "Exchange Notes"), for any and all of its outstanding 8.25% Senior Subordinated Notes due 2014 (collectively, the "Outstanding Notes"), guaranteed by the Guarantors, in integral multiples of $1,000. The terms of the Exchange Notes are identical in all material respects (including principal amount, interest rate and maturity) to the terms of the Outstanding Notes for which they may be exchanged pursuant to the Exchange Offer, except that the Exchange Notes are freely transferable by holders thereof (except as provided in the Letter of Transmittal or in the Prospectus) and are not subject to any covenant regarding registration under the Securities Act. The Outstanding Notes are unconditionally guaranteed (the "Outstanding Guarantees") by the Guarantors on a senior subordinated basis, and the Exchange Notes will be unconditionally guaranteed (the "New Guarantees") by the Guarantors on a senior subordinated basis. Upon the terms and subject to the conditions set forth in the Prospectus and the Letter of Transmittal, the Guarantors offer to issue the New Guarantees with respect to all Exchange Notes issued in the Exchange Offer in exchange for the Outstanding Guarantees of the Outstanding Notes for which such Exchange Notes are issued in the Exchange Offer.

        Throughout this letter, unless the context otherwise requires, references to the "Exchange Offer" include the Guarantors' offer to exchange the New Guarantees for Outstanding Guarantees, references to the "Exchange Notes" include the related New Guarantees and references to the "Outstanding Notes" include the related Outstanding Guarantees.

        The Company will accept for exchange any and all Outstanding Notes properly tendered according to the terms of the Prospectus and the Letter of Transmittal. Consummation of the Exchange Offer is subject to certain conditions described in the Prospectus.

        The enclosed materials are being forwarded to you as the beneficial owner of Outstanding Notes held by us for your account but not registered in your name. A tender of such Outstanding Notes may only be made by us as the registered holder and pursuant to your instructions. Therefore, the Company urges beneficial owners of Outstanding Notes registered in the name of a broker, dealer, commercial bank, trust company or other nominee to contact such registered holder promptly if such beneficial owners wish to tender their Outstanding Notes in the Exchange Offer.

        Accordingly, we request instructions as to whether you wish to tender any or all such Outstanding Notes held by us for your account, pursuant to the terms and conditions set forth in the enclosed

Prospectus and Letter of Transmittal. We urge you to read carefully the Prospectus and the Letter of Transmittal before instructing us as to whether or not to tender your Outstanding Notes.

        Your instructions to us should be forwarded as promptly as possible in order to permit us to tender Outstanding Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 P.M., New York City Time, on            ,                         , 2004, unless the Exchange Offer is extended by the Company. The time the Exchange Offer expires is referred to as the "Expiration Date." Tenders of Outstanding Notes may be withdrawn at any time prior to the Expiration Date.

IF YOU WISH TO HAVE US TENDER ANY OR ALL OF YOUR OUTSTANDING NOTES, PLEASE SO INSTRUCT US BY COMPLETING, EXECUTING AND RETURNING TO US THE INSTRUCTION FORM ON THE REVERSE HEREOF.

        The accompanying Letter of Transmittal is furnished to you for your information only and may not be used by you to tender Outstanding Notes held by us and registered in our name for your account or benefit.

        If we do not receive written instructions in accordance with the procedures presented in the Prospectus and the Letter of Transmittal, we will not tender any of the Outstanding Notes on your account.

        Please carefully review the enclosed material as you consider the Exchange Offer.

2

INSTRUCTIONS TO REGISTERED HOLDER
FROM BENEFICIAL OWNER
OF
8.25% Senior Subordinated Notes Due 2014

         The undersigned hereby acknowledges receipt of the Prospectus dated                        , 2004 (as the same may be amended or supplemented from time to time, the "Prospectus"), and a Letter of Transmittal (the "Letter of Transmittal"), relating to the offer (the "Exchange Offer") by Sealy Mattress Company (the "Company") to exchange $1,000 in principal amount of the Company's new 8.25% Senior Subordinated Notes due 2014 (the "Exchange Notes"), guaranteed by Sealy Mattress Corporation and certain subsidiaries of the Company (collectively, the "Guarantors"), for each $1,000 in principal amount of outstanding 8.25% Senior Subordinated Notes due 2014 (the "Outstanding Notes"), guaranteed by the Guarantors, upon the terms and subject to the conditions set forth in the Prospectus and Letter of Transmittal. Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus.

        This will instruct you, the registered holder, as to the action to be taken by you relating to the Exchange Offer with respect to the Outstanding Notes held by you for the account of the undersigned.

        The aggregate face amount of the Outstanding Notes held by you for the account of the undersigned is (fill in amount):

        $                        of the Outstanding Notes.

        With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate box):

o

To TENDER the following Outstanding Notes held by you for the account of the undersigned (insert principal amount of Outstanding Notes to be tendered, if any):

        $                        of the Outstanding Notes.

o

NOT to TENDER any Outstanding Notes held by you for the account of the undersigned.

        If the undersigned instructs you to tender the Outstanding Notes held by you for the account of the undersigned, it is understood that you are authorized (a) to make, on behalf of the undersigned (and the undersigned, by its signature below, hereby makes to you), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner of the Outstanding Notes, including but not limited to the representations that (i) the undersigned is acquiring the Exchange Notes in the ordinary course of business of the undersigned, (ii) the undersigned is not participating, does not intend to participate, and has no arrangement of understanding with any person to participate, in the distribution of Exchange Notes, (iii) the undersigned acknowledges that any person participating in the Exchange Offer for the purpose of distributing the Exchange Notes must comply with the registration and prospectus delivery requirements of the Securities Act of 1933, as amended, in connection with any resale transaction of the Exchange Notes acquired by such person and cannot rely on the position of the Staff of the Securities and Exchange Commission set forth in certain no-action letters (see the section of the Prospectus entitled "The Exchange Offer—Resale of Exchange Notes"), (iv) the undersigned understands that a secondary resale transaction described in clause (iii) above should be covered by an effective registration statement containing the selling securityholder information required by Item 507 of Regulation S-K of the Commission, (v) the undersigned is not an "affiliate," as defined in Rule 405 under the Securities Act, of the Company, (vi) if the undersigned is not a broker-dealer, that it is not participating in, does not intend to participate in, and has no arrangement or understanding with any person to participate in, the distribution of Exchange Notes and (vii) if the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes received in respect of such Outstanding Notes pursuant to the Exchange Offer, however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act; (b) to agree, on behalf of the undersigned, as set forth in the Letter of Transmittal; and (c) to take such other action as necessary under the Prospectus or the Letter of Transmittal to effect the valid tender of Outstanding Notes.

3

SIGN HERE
Dated	, 2004

Signature(s)

Print Name(s)

Address:

(Please include Zip Code)

Telephone Number
	(Please include Area Code)

Tax Identification Number
	(Social Security Number or Employer Identification Number)

My Account Number With You

4

QuickLinks

SEALY MATTRESS COMPANY Offer to Exchange New 8.25% Senior Subordinated Notes due 2014 which have been registered under the Securities Act of 1933, as amended for All Outstanding 8.25% Senior Subordinated Notes due 2014
INSTRUCTIONS TO REGISTERED HOLDER FROM BENEFICIAL OWNER OF 8.25% Senior Subordinated Notes Due 2014