SUBSCRIPTION RIGHTS CERTIFICATE SEALY CORPORATION TRANSFERABLE SUBSCRIPTION RIGHTS FOR 8% SENIOR SECURED THIRD LIEN CONVERTIBLE NOTES DUE 2016Convertible Promissory Note |
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Exhibit 4.2 IN ORDER TO EXERCISE YOUR RIGHTS, YOU MUST COMPLETE THIS CARD AND RETURN IT TO THE SUBSCRIPTION AGENT. Dear Shareholder: You are entitled to exercise the subscription rights (the "Rights") issued to you as of 5:00 p.m., New York City time on May 26, 2009, the record date for the offer, to subscribe for the number of 8% Senior Secured Third Lien Convertible Notes due 2016 (the "Notes") issued by Sealy Corporation ("Sealy") and Sealy Mattress Company shown on this Subscription Rights Certificate upon the terms and conditions specified in the Sealy Prospectus Supplement dated May 27, 2009, to the Prospectus dated April 9, 2009 (together, the "Prospectus"). A copy of the Prospectus is included in the materials sent to you with this Rights Certificate. As a shareholder on the record date, you are receiving one Right for each share of Common Stock owned by you as of the close of business on the record date. Every 13 Rights will allow the holder thereof to purchase one Note with a subscription price and an initial principal amount of $25.00 (the "Subscription Price"). Each Note is convertible into 25 shares of Sealy's Common Stock ("Common Stock"), at a conversion price of $1.00 per share (the "Conversion Price"). To the extent you exercise your Rights in increments of less than 13, the Rights that exceed the multiple of 13 will be returned to you, together with any subscription price relating to such excess, without deduction or interest. In order to exercise your Rights or the Rights of the beneficial owners on whose behalf you are acting, you must present to National City Bank, the subscription agent (the "Subscription Agent"), by 5:00 p.m., New York City time, on the Expiration Date, either (i) a properly completed and executed Subscription Rights Certificate, with any required signature guarantees, and full payment in an amount equal to the number of Notes subscribed for multiplied by the Subscription Price of $25.00, or (ii) a Notice of Guaranteed Delivery, guaranteeing delivery by 5:00 p.m. on the third business day after the Expiration Date of (a) a properly completed and executed Subscription Rights Certificate, with any required signature guarantees and (b) full payment in an amount equal to the number of Notes subscribed for multiplied by the Subscription Price of $25.00. The Notice of Guaranteed Delivery must be received by 5:00 p.m., New York City time, on the Expiration Date. See "The Rights Offering—Method of Subscription—Exercise of Rights" and "The Rights Offering—Guaranteed Delivery Procedures" in the Prospectus for more information. You are entitled to subscribe for additional Notes (up to the number of Notes for which you subscribed under your subscription privilege) at the same subscription price per Note if any Notes are not purchased as of the expiration date by other holders of Rights under their subscription privileges. You must have subscribed for the maximum number of Notes permitted by your subscription privilege in order to exercise your oversubscription privilege. Holders of Rights who submit oversubscription requests will receive their pro rata portion of the aggregate principal amount of any unsubscribed Notes allocated to each such oversubscribing holder in proportion to the relative size of its oversubscription request or such lesser amount as is set forth in the oversubscription request of such holder, subject to rounding and other adjustments. You must indicate below whether and to what extent you elect to exercise your oversubscription privilege. Your payment must be made in U.S. dollars for the full number of Notes subscribed for by (i) uncertified check, bank draft or certified check drawn on personal or business accounts upon a U.S. bank made payable to "National City Bank;" (ii) cashier's check drawn upon a U.S. bank or express money order made payable to "National City Bank;" or (iii) wire transfer of immediately available funds to the account maintained by the Subscription Agent for the purpose of the offer (see wire transfer instructions on the following page). Your payment will be considered received by the Subscription Agent only upon (i) clearance of any uncertified check deposited by the Subscription Agent; (ii) receipt by the Subscription Agent of any certified check, cashier's check or bank draft drawn upon a U.S. bank, any express money order or any wire transfer; or (iii) receipt of collected funds in the Subscription Agent's account. The Subscription Agent will send you a confirmation (or, if you own your shares through a depository or nominee, to such depository or nominee) showing (i) the number of Notes acquired pursuant to the subscription privilege and any oversubscription privilege; (ii) the aggregate purchase price for the Notes acquired pursuant to the subscription and any oversubscription privilege; and (iii) any excess payment to be refunded to you. Any excess payment to be refunded will be mailed as soon as practicable after the Expiration Date. Shareholders whose shares are held of record by Cede & Co. or by any other depository or nominee on their behalf or their broker-dealers' behalf will have any Notes acquired during the subscription period credited to the account of Cede & Co. or other deposit |
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