Exhibit 10.19

 

EXHIBIT A

 

FORM OF

SENIOR PIK NOTE

 

THIS NOTE AND THE INDEBTEDNESS EVIDENCED HEREBY IS ISSUED PURSUANT TO THE NOTE PURCHASE, PARTIAL PREPAYMENT AND EXCHANGE RIGHT AGREEMENT, DATED AS OF FEBRUARY [  ], 2008, BY AND AMONG MATTRESS HOLDINGS, LLC, THE ISSUER, THE HOLDER AND THE OTHER PARTIES THERETO, AND THE HOLDER OF THIS INSTRUMENT, BY ITS ACCEPTANCE HEREOF, IRREVOCABLY AGREES TO BE BOUND BY THE PROVISIONS OF SUCH AGREEMENT.

 

THIS NOTE IS BEING ISSUED WITH “ORIGINAL ISSUE DISCOUNT” AS SUCH TERM IS DEFINED UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. FOR INFORMATION REGARDING THE ISSUE PRICE, THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, THE ISSUE DATE AND THE YIELD TO MATURITY WITH RESPECT TO THE NOTES, A HOLDER OF A NOTE MAY CONTACT THE ISSUER C/O MATTRESS HOLDING CORP., 5815 GULF FREEWAY, HOUSTON, TEXAS 77023, FACSIMILE NO. (713) 651-4053, ATTENTION: CHIEF FINANCIAL OFFICER.

 

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID LAWS.

 

MATTRESS INTERCO, INC.

 

12% Senior PIK Note

Due [                    ]

 

	
$[               ]
    	
 
    	
[                    ]
    


 

Mattress Interco, Inc., a Delaware corporation (the “Issuer”), for value received, hereby promises to pay to [               ], or its registered assigns (collectively, the “Holder”), the principal sum of [                  ] DOLLARS ($[              ]) with interest thereon on the terms and conditions set forth in the hereinafter defined Note Purchase Agreement.

 

Notwithstanding any provision to the contrary in this Note or the Note Purchase Agreement, the Issuer shall not be required to pay, and the Holder shall not be permitted to contract for, take, reserve, charge or receive, any compensation which constitutes interest under applicable law in excess of the maximum amount of interest permitted by law.

 

This Note is issued pursuant to that certain Note Purchase Agreement, dated as of [                    ] (as amended, restated or otherwise modified from time to time, the “Note Purchase Agreement”), by and among Mattress

 











 

Holdings, LLC, the Issuer, the Holder and other parties thereto, and the Holder is entitled to the benefits thereof. All capitalized terms used but not defined herein shall have the meanings respectively ascribed to them in the Note Purchase Agreement. Each Holder of this Note will be deemed, by its acceptance hereof, to have agreed to the provisions, and to have made the representations and warranties set forth in Article V, of the Note Purchase Agreement.

 

Subject to the terms and conditions of the Note Purchase Agreement, this Note is transferable only by surrender hereof at the principal office of the Issuer, duly endorsed, accompanied by a written instrument of transfer duly executed by the registered Holder of this Note as shown in the register of the Issuer or as otherwise permitted under the Note Purchase Agreement.

 

This Note is also subject to mandatory and optional prepayment, in whole or from time to time in part, at the times and on the terms specified in the Note Purchase Agreement, but not otherwise.

 

Except as provided in Section 3.01 of the Note Purchase Agreement, all payments of amounts due under this Note shall be in such coin or currency of the United States of America as at the time of payment shall be legal tender for payment of public and private debts.

 

If an Event of Default (as such term is defined in the Note Purchase Agreement) occurs and is continuing, the unpaid principal of this Note may be declared or otherwise become due and payable in the manner, at the price (including any applicable premium) and with the effect provided in the Note Purchase Agreement.

 

This Note and the rights and obligations of the parties hereto shall be deemed to be contracts under the laws of the State of New York and for all purposes shall be governed by and construed and enforced in accordance with the laws of said State.

 

[Signature Page Follows]

 

A-2











 

IN WITNESS WHEREOF, this Note is executed and delivered as of the date first set forth above.

 

 

	
 
    	
MATTRESS   INTERCO, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
 
    	
Name:
    
	
 
    	
 
    	
Title: