Common use of Treatment of Claims and Interests Clause in Contracts

Treatment of Claims and Interests. ADMINISTRATIVE/ On the Effective Date, pursuant to the Plan, the Plan PRIORITY/SECURED Administrator shall be provided with funding (the "APST TAX CLAIMS FUND CLAIMS FUND") in an amount to be determined by agreement of the Company and the Term Loan Lenders, but in any event, subject to the aggregate claim amounts set forth below, which funds shall be sufficient to pay all Administrative Expense Claims, Priority and Secured Tax Claims, and Other Priority Claims that are allowed on the Effective Date and that may become allowed after the Effective Date. The Plan Administrator shall be responsible for resolving and paying all Administrative Expense Claims, Priority and Secured Tax Claims, and Other Priority Claims. After all Administrative Expense Claims, Priority and Secured Tax Claims, and Other Priority Claims have been paid in full and there are no remaining Administrative Expense Claims, Priority and Secured Tax Claims, and Other Priority Claims, all funds remaining in the APST Claims Fund shall be remitted to New Lenox. ADMINISTRATIVE AND PRIORITY CLAIMS o ADMINISTRATIVE Except to the extent that a holder has been paid by the EXPENSE CLAIMS Company, in whole or in part, prior to the Effective Date or agrees to a less favorable treatment, each holder of an allowed administrative expense claim shall be paid in full, in cash, the full amount of its unpaid claim on or as soon as reasonably practicable following the later to occur of (a) the Effective Date or as soon thereafter as is reasonably practicable and (b) the date on which such claim becomes allowed; provided, however, that in no event shall the aggregate amount of non-professional fee Administrative Expense Claims (including, without limitation, cure costs) exceed $[1,800,000]. o SECURED TAX Except to the extent that a holder has been paid by the AND PRIORITY Company, in whole or in part, prior to the Effective Date or TAX CLAIMS agrees to a less favorable treatment, each holder of an allowed secured tax claim or allowed priority tax claim shall (a) be paid in full, in cash, the full amount of its unpaid claim on or as soon as reasonably practicable following the later to occur of (x) the Effective Date or as soon thereafter as is reasonably practicable and (y) the date on which such claim becomes allowed or (b) receive such other terms determined by the Bankruptcy Court to provide the holder deferred cash payments having a value, as of the Effective Date, equal to such claim; provided, however, that in no event shall the aggregate amount of Secured Tax Claims and Priority Tax Claims exceed $[250,000]. o OTHER Except to the extent that a holder has been paid by the PRIORITY Company, in whole or in part, prior to the Effective Date CLAIMS or agrees to a less favorable treatment, each holder of an allowed other priority claim shall receive, in full satisfaction of such other unpaid priority claim, cash in the full amount of the claim, on or as soon as reasonably practicable after the later of (i) the Effective Date or as soon thereafter as is reasonably practicable, and (ii) the date such claim becomes allowed; provided, however, that in no event shall the aggregate amount of Other Priority Claims exceed $[100,000]. SECURED CLAIMS o REVOLVING LOAN The Revolving Loans (the "REVOLVING LOAN CLAIMS") arising FACILITY from the Revolving Loan Agreement shall be "rolled up" into the DIP Facility. o TERM LOAN Holders of secured claims arising from the Term Loan FACILITY Agreement shall contribute all of their claims to New Lenox. New Lenox will credit the Purchase Price and purchase the Purchased Assets free and clear of all liens, interests, claims or encumbrances, except as set forth in the APA. o MISCELLANEOUS To the extent not previously paid pursuant to an order of SECURED the Bankruptcy Court authorizing payment of lien claims CLAIMS during the chapter 11 cases, all holders of claims secured by valid liens (including, without limitation, mechanics', materialsmens', artisans', tax and any other lien) against property not abandoned or sold will retain their liens on such property and be paid in the ordinary course of business by New Lenox UNSECURED CLAIMS o GENERAL On the Effective Date, the Plan Administrator shall be UNSECURED provided with an amount to be agreed upon by the Term Lenders (the "GENERAL UNSECURED CLAIMS FUND") to pay holders of allowed general unsecured claims. On the Effective Date, each holder of an allowed unsecured claim shall receive its pro rata share of the General Unsecured Claims Fund. The Plan shall provide a mechanism for delaying distribution to holders of general unsecured claims pending a resolution of disputed general unsecured claims.

Treatment of Claims and Interests. ADMINISTRATIVE/ On the Effective Date, pursuant to the Plan, the Plan PRIORITY/SECURED Administrator Administrative The allowed administrative expense claims against Expense Claims Foamex shall be provided unimpaired. Except with funding (the "APST TAX CLAIMS FUND CLAIMS FUND") in an amount respect to be determined by agreement of the Company and the Term Loan Lenders, but in any event, subject to the aggregate claim amounts set forth below, which funds shall be sufficient to pay all Administrative Expense Claims, Priority and Secured Tax Claims, and Other Priority Claims administrative expense claims that are allowed on the Effective Date and that may become allowed after the Effective Date. The Plan Administrator shall be responsible for resolving and paying all Administrative Expense Claims, Priority and Secured Tax Claims, and Other Priority Claims. After all Administrative Expense Claims, Priority and Secured Tax Claims, and Other Priority Claims have been paid in full and there are no remaining Administrative Expense Claims, Priority and Secured Tax Claims, and Other Priority Claims, all funds remaining in the APST Claims Fund shall be remitted to New Lenox. ADMINISTRATIVE AND PRIORITY CLAIMS o ADMINISTRATIVE Except to the extent that a holder has been paid by the EXPENSE CLAIMS Company, in whole or in part, prior to the Effective Date or agrees to a less favorable treatmentprofessional fee claims, each holder of an allowed administrative expense claim shall be paid in full, in cash, the full amount of its unpaid claim on or as soon as reasonably practicable following the later to occur of receive (a) cash in an amount equal to the Effective Date amount of such allowed administrative expense claim on the later of the initial distribution date under the First Amended Plan and the date such administrative expense claim becomes an allowed administrative expense claim, or as soon thereafter as is reasonably practicable and practicable, or (b) such other treatment as the date on which Debtors and such claim becomes allowedholder shall have agreed upon; provided, however, that allowed administrative expense claims that arise in no event the ordinary course of the Debtors' business shall be paid in full in the aggregate amount ordinary course of non-professional fee Administrative Expense business in accordance with the terms and subject to the conditions of any agreements governing, instruments evidencing, or other documents relating to, such transactions. Priority Tax Claims (including, without limitation, cure costs) exceed $[1,800,000]The allowed priority tax claims shall be unimpaired. o SECURED TAX Except to the extent that a holder has been paid by the AND PRIORITY Company, in whole or in part, prior to the Effective Date or TAX CLAIMS of an allowed priority tax claim agrees to a less favorable different treatment, each holder of an allowed secured priority tax claim or shall receive, at the sole option of the Reorganized Debtors, (a) cash in an amount equal to such allowed priority tax claim shall (a) be paid in full, in cash, the full amount of its unpaid claim plus Post-Petition Interest on or as soon as reasonably practicable following the later to occur of (x) the Effective Date initial distribution date under the First Amended Plan and the date such priority tax claim becomes an allowed priority tax claim, or as soon thereafter as is reasonably practicable and (y) the date on which such claim becomes allowed practicable, or (b) receive over a period through the sixth anniversary of the date of assessment of such other terms determined by the Bankruptcy Court to provide the holder allowed priority tax claim, deferred cash payments having a value, as of the Effective Date, in an aggregate amount equal to such claim; provided, however, that in no event shall the allowed priority tax claim (plus Post-Petition Interest) plus interest on such aggregate amount of Secured Tax Claims over such period at the same rate as such Post-Petition Interest. All allowed priority tax claims which are not due and Priority Tax Claims exceed $[250,000]. o OTHER Except to the extent that a holder has been paid by the PRIORITY Company, in whole payable on or in part, prior to before the Effective Date CLAIMS or agrees to a less favorable treatment, each holder of an allowed other priority claim shall receive, in full satisfaction of such other unpaid priority claim, cash in the full amount of the claim, on or as soon as reasonably practicable after the later of (i) the Effective Date or as soon thereafter as is reasonably practicable, and (ii) the date such claim becomes allowed; provided, however, that in no event shall the aggregate amount of Other Priority Claims exceed $[100,000]. SECURED CLAIMS o REVOLVING LOAN The Revolving Loans (the "REVOLVING LOAN CLAIMS") arising FACILITY from the Revolving Loan Agreement shall be "rolled up" into the DIP Facility. o TERM LOAN Holders of secured claims arising from the Term Loan FACILITY Agreement shall contribute all of their claims to New Lenox. New Lenox will credit the Purchase Price and purchase the Purchased Assets free and clear of all liens, interests, claims or encumbrances, except as set forth in the APA. o MISCELLANEOUS To the extent not previously paid pursuant to an order of SECURED the Bankruptcy Court authorizing payment of lien claims CLAIMS during the chapter 11 cases, all holders of claims secured by valid liens (including, without limitation, mechanics', materialsmens', artisans', tax and any other lien) against property not abandoned or sold will retain their liens on such property and be paid in the ordinary course of business by New Lenox UNSECURED CLAIMS o GENERAL On in accordance with the Effective Dateterms thereof. DIP Financing Claims The allowed claims under the DIP Facility shall be unimpaired. Except to the extent that the holders of claims under the DIP Facility and the Debtors agree to a different treatment, which shall be reasonably satisfactory to the Substantial Equityholders, the Plan Administrator shall be UNSECURED provided with an amount to be agreed upon by the Term Lenders (the "GENERAL UNSECURED CLAIMS FUND") to pay holders of allowed general unsecured the DIP financing claims. On the Effective Date, each holder of an allowed unsecured claim or their designees, shall receive its pro rata share payment in full in cash of all DIP financing claims in full and final satisfaction thereof other than the obligations under the indemnity and other provisions of the General Unsecured Claims Fund. The Plan DIP credit facilities that by their terms shall provide a mechanism for delaying distribution to holders survive the termination of general unsecured claims pending a resolution the DIP credit facilities and confirmation of disputed general unsecured claimsthe First Amended Plan.

Treatment of Claims and Interests. ADMINISTRATIVE/ ADMINISTRATIVE/PRIORITY/ On the Effective Date, pursuant to the Plan, the Plan PRIORITY/SECURED TAX CLAIMS FUND Administrator shall be provided with funding (the "APST TAX CLAIMS FUND CLAIMS FUND") in an amount to be determined by agreement of the Company and the Term Loan Lenders, but in any event, subject to the aggregate claim amounts set forth below, which funds shall be sufficient to pay all Administrative Expense Claims, Priority and Secured Tax Claims, and Other Priority Claims that are allowed on the Effective Date and that may become allowed after the Effective Date. The Plan Administrator shall be responsible for resolving and paying all Administrative Expense Claims, Priority and Secured Tax Claims, and Other Priority Claims. After all Administrative Expense Claims, Priority and Secured Tax Claims, and Other Priority Claims have been paid in full and there are no remaining Administrative Expense Claims, Priority and Secured Tax Claims, and Other Priority Claims, all funds remaining in the APST Claims Fund shall be remitted to New Lenox. ADMINISTRATIVE AND PRIORITY CLAIMS o ADMINISTRATIVE Except to the extent that a holder has been paid by the EXPENSE CLAIMS Company, in whole or in part, prior to the Effective Date or agrees to a less favorable treatment, each holder of an allowed administrative expense claim shall be paid in full, in cash, the full amount of its unpaid claim on or as soon as reasonably practicable following the later to occur of (a) the Effective Date or as soon thereafter as is reasonably practicable and (b) the date on which such claim becomes allowed; provided, however, that in no event shall the aggregate amount of non-professional fee Administrative Expense Claims (including, without limitation, cure costs) exceed $[1,800,000]. o SECURED TAX Except to the extent that a holder has been paid by the AND PRIORITY Company, in whole or in part, prior to the Effective Date or TAX CLAIMS agrees to a less favorable treatment, each holder of an allowed secured tax claim or allowed priority tax claim shall (a) be paid in full, in cash, the full amount of its unpaid claim on or as soon as reasonably practicable following the later to occur of (x) the Effective Date or as soon thereafter as is reasonably practicable and (y) the date on which such claim becomes allowed or (b) receive such other terms determined by the Bankruptcy Court to provide the holder deferred cash payments having a value, as of the Effective Date, equal to such claim; provided, however, that in no event shall the aggregate amount of Secured Tax Claims and Priority Tax Claims exceed $[250,000]. o OTHER Except to the extent that a holder has been paid by the PRIORITY Company, in whole or in part, prior to the Effective Date CLAIMS or agrees to a less favorable treatment, each holder of an allowed other priority claim shall receive, in full satisfaction of such other unpaid priority claim, cash in the full amount of the claim, on or as soon as reasonably practicable after the later of (i) the Effective Date or as soon thereafter as is reasonably practicable, and (ii) the date such claim becomes allowed; provided, however, that in no event shall the aggregate amount of Other Priority Claims exceed $[100,000]. SECURED CLAIMS o REVOLVING LOAN The Revolving Loans (the "REVOLVING LOAN CLAIMS") arising FACILITY from the Revolving Loan Agreement shall be "rolled up" into the DIP Facility. o TERM LOAN Holders of secured claims arising from the Term Loan FACILITY Agreement shall contribute all of their claims to New Lenox. New Lenox will credit the Purchase Price and purchase the Purchased Assets free and clear of all liens, interests, claims or encumbrances, except as set forth in the APA. o MISCELLANEOUS To the extent not previously paid pursuant to an order of SECURED the Bankruptcy Court authorizing payment of lien claims CLAIMS during the chapter 11 cases, all holders of claims secured by valid liens (including, without limitation, mechanics', materialsmens', artisans', tax and any other lien) against property not abandoned or sold will retain their liens on such property and be paid in the ordinary course of business by New Lenox UNSECURED CLAIMS o GENERAL On the Effective Date, the Plan Administrator shall be UNSECURED provided with an amount to be agreed upon by the Term Lenders (the "GENERAL UNSECURED CLAIMS FUND") to pay holders of allowed general unsecured claims. On the Effective Date, each holder of an allowed unsecured claim shall receive its pro rata share of the General Unsecured Claims Fund. The Plan shall provide a mechanism for delaying distribution to holders of general unsecured claims pending a resolution of disputed general unsecured claims.

Treatment of Claims and Interests. ADMINISTRATIVE/ On The below summarizes the treatment to be received on or as soon as practicable after the Plan Effective DateDate (as defined below) by holders of claims against, and interests in, the Company Parties pursuant to the PlanTransaction. Administrative, the Plan PRIORITY/SECURED Administrator shall Priority, and Tax Claims Allowed administrative, priority, and tax claims will be provided with funding (the "APST TAX CLAIMS FUND CLAIMS FUND") satisfied in an amount full, in cash, or otherwise receive treatment reasonably acceptable to be determined by agreement of the Company and the Required Consenting Creditors and consistent with the provisions of section 1129(a)(9) of the Bankruptcy Code. Revolver/Term Loan Claims On the Plan Effective Date or as soon as reasonably practicable thereafter, the Claims (the “Revolver/Term Loan Claims”) under that certain Credit Agreement, dated January 30, 2019 (the “Bank Credit Agreement”), by and among CBL & Associates Limited Partnership, as borrower (the “Bank Claim Borrower”), the Company Parties party thereto, the lenders from time to time party thereto (the “Bank Lenders”), and Xxxxx Fargo Bank, National Association, as administrative agent (“Bank Agent”) for itself and for the benefit of the Bank Lenders, but shall be treated as follows. The Revolver/Term Loan Claims held by the New Bank Lenders shall be allowed for all purposes in any eventthe Plan in the amount of $983.7 million (which amount takes into account a reclassification on the Plan Effective Date, which was classified prior to the Plan Effective Date as interest payments on the Revolver/Term Loan Claims and shall be reclassified on the Plan Effective Date as principal repayment). In full and complete satisfaction of all Revolver/Term Loan Claims held by the Bank Agent and all Bank Lenders, except for Revolver/Term Loan Claims held by Consenting Noteholders as of the Agreement Effective Date (the “New Bank Lenders” and such Revolver/Term Loan Claims, the “New Bank Lender Claims”), each New Bank Lender shall receive its pro rata share (based on the ratio of such New Bank Lender’s New Bank Lender Claims to the aggregate amount of all New Bank Lender Claims) of (a) obligations under a new term loan agreement issued by a newly-formed intermediate holding company (the “New Bank Claim Borrower”) that will (1) be owned by the Bank Claim Borrower and (2) own only the direct and indirect subsidiaries (the “Bank Claim Subsidiaries”) that own the assets and properties that secure payment of the obligations under the Bank Credit Agreement (the “Bank Claim Collateral”), as borrower, (the “New Bank Credit Agreement”) with Xxxxx Fargo Bank, N.A., as administrative/collateral agent (the “New Bank Agent”), and the New Bank Lenders in an aggregate principal amount equal to $883.7 million, which shall be guaranteed by the Bank Claim Subsidiaries and secured by a first lien in and to the Bank Claim Collateral and pursuant to which new loans shall be issued having the terms set forth on Exhibit 1 hereto (the “New Bank Term Loans”), and (b) $100 million in cash payable, first, from the segregated account and, second, from other cash on hand. Consenting Crossholder Claims On the Plan Effective Date or as soon as reasonably practicable thereafter, Revolver/Term Loan Claims held by Consenting Noteholders as of the Agreement Effective Date (the “Consenting Crossholders,” and such Revolver/Term Loan Claims, the “Consenting Crossholder Claims”) shall be treated as follows. The Consenting Crossholder Claims shall be allowed for all purposes in the Plan in the aggregate amount of $133 million. Pursuant to Bankruptcy Rule 9019, in full and complete satisfaction of Consenting Crossholder Claims, each Consenting Crossholder shall agree to receive, and receive, as less favorable treatment than the Revolver/Term Loan Claims in respect of its Consenting Crossholder Claims, its pro rata share (based on the ratio of such holder’s Consenting Crossholder Claims to the aggregate amount of Consenting Crossholder Claims held by all Consenting Crossholders) of: (i) cash in the amount of $15 million; (ii) $81 million aggregate principal amount of new senior secured notes to be issued by a separate newly-formed intermediate holding company (the “New Notes Issuer”) that will (1) be owned by the Bank Claim Borrower and (2) own all the direct and indirect subsidiaries of the Bank Claim Borrower other than the Bank Claim Subsidiaries (the “New Notes Issuer Subsidiaries”) pursuant to an indenture (the “New Notes Indenture”) having the terms set forth on Exhibit 2 hereto (the “New Notes”); provided that each Consenting Crossholder (and, for the avoidance of doubt, only a Consenting Crossholder) entitled to receive New Notes on account of its Consenting Crossholder Claims shall be able to elect (the “Convertible Note Election”), on a dollar-for-dollar basis, to substitute its allocated share of the New Notes for new convertible notes (the “New Convertible Notes”) to be issued by the New Notes Issuer pursuant to an indenture (the “New Convertible Notes Indenture”) having the terms set forth on Exhibit 3 hereto; and (iii) 10.57143% of the new common equity in the reorganized Company (the “New Common Equity Interests”), subject to dilution by the aggregate claim amounts set forth Management Incentive Plan (as defined below, which funds ) and subsequent issuances of common equity (including securities or instruments convertible into common equity) by the Company from time to time after the Plan Effective Date; provided that amount of New Convertible Notes that may be issued in lieu of the New Notes pursuant to the Convertible Notes Election (inclusive of the Convertible Notes Election available for Consenting Noteholders on account of Notes Claims described below) shall be sufficient subject to pay all Administrative Expense a maximum principal amount of $100 million; provided, further, that the Consenting Crossholders shall be entitled to the first $10 million of New Convertible Notes on account of their Consenting Crossholder Claims. With respect to the remaining amount of New Convertible Notes available subject to the Convertible Notes Election, Priority and Secured Tax Claims, and Other Priority the Consenting Crossholders shall receive New Convertible Notes on a pro rata basis with holders of Notes Claims that are allowed exercise the Convertible Notes Election (with such pro rata allocation being determined by the electing holder’s allocation of New Notes (on account of both Consenting Crossholder Claims and Notes Claims) as the Effective Date numerator and that may become allowed after the Effective Datetotal amount of New Notes available to be received by electing holders (on account of both Consenting Crossholder Claims and Notes Claims) as the denominator). The Plan Administrator Other Secured Claims Secured Claims (other than Revolver/Term Loan Claims) shall be responsible for resolving and paying all Administrative Expense Claimsreinstated, Priority and Secured Tax Claimsunimpaired, and Other Priority Claims. After all Administrative Expense Claims, Priority and Secured Tax Claims, and Other Priority Claims have been paid in full and there are no remaining Administrative Expense Claims, Priority and Secured Tax Claims, and Other Priority Claims, all funds remaining in the APST Claims Fund shall be remitted to New Lenox. ADMINISTRATIVE AND PRIORITY CLAIMS o ADMINISTRATIVE Except or receive treatment reasonably acceptable to the extent that a holder has been paid by Company and the EXPENSE CLAIMS Company, in whole or in part, prior to Required Consenting Creditors. Notes & General Unsecured Claims On the Plan Effective Date or agrees to a less favorable treatmentas soon as reasonably practicable thereafter, the Notes Claims and General Unsecured Claims (as will be defined in the Plan) (collectively, the “Unsecured Claims”) shall be treated as follows:1, 2 In full and complete satisfaction of all Unsecured Claims, each holder of an allowed administrative expense claim shall be paid in full, in cash, the full amount of its unpaid claim on or as soon as reasonably practicable following the later to occur of (a) the Effective Date or as soon thereafter as is reasonably practicable and (b) the date on which such claim becomes allowed; provided, however, that in no event shall the aggregate amount of non-professional fee Administrative Expense Claims (including, without limitation, cure costs) exceed $[1,800,000]. o SECURED TAX Except to the extent that a holder has been paid by the AND PRIORITY Company, in whole or in part, prior to the Effective Date or TAX CLAIMS agrees to a less favorable treatment, each holder of an allowed secured tax claim or allowed priority tax claim shall (a) be paid in full, in cash, the full amount of its unpaid claim on or as soon as reasonably practicable following the later to occur of (x) the Effective Date or as soon thereafter as is reasonably practicable and (y) the date on which such claim becomes allowed or (b) receive such other terms determined by the Bankruptcy Court to provide the holder deferred cash payments having a value, as of the Effective Date, equal to such claim; provided, however, that in no event shall the aggregate amount of Secured Tax Claims and Priority Tax Claims exceed $[250,000]. o OTHER Except to the extent that a holder has been paid by the PRIORITY Company, in whole or in part, prior to the Effective Date CLAIMS or agrees to a less favorable treatment, each holder of an allowed other priority claim shall receive, in full satisfaction of such other unpaid priority claim, cash in the full amount of the claim, on or as soon as reasonably practicable after the later of (i) the Effective Date or as soon thereafter as is reasonably practicable, and (ii) the date such claim becomes allowed; provided, however, that in no event shall the aggregate amount of Other Priority Claims exceed $[100,000]. SECURED CLAIMS o REVOLVING LOAN The Revolving Loans (the "REVOLVING LOAN CLAIMS") arising FACILITY from the Revolving Loan Agreement shall be "rolled up" into the DIP Facility. o TERM LOAN Holders of secured claims arising from the Term Loan FACILITY Agreement shall contribute all of their claims to New Lenox. New Lenox will credit the Purchase Price and purchase the Purchased Assets free and clear of all liens, interests, claims or encumbrances, except as set forth in the APA. o MISCELLANEOUS To the extent not previously paid pursuant to an order of SECURED the Bankruptcy Court authorizing payment of lien claims CLAIMS during the chapter 11 cases, all holders of claims secured by valid liens (including, without limitation, mechanics', materialsmens', artisans', tax and any other lien) against property not abandoned or sold will retain their liens on such property and be paid in the ordinary course of business by New Lenox UNSECURED CLAIMS o GENERAL On the Effective Date, the Plan Administrator shall be UNSECURED provided with an amount to be agreed upon by the Term Lenders (the "GENERAL UNSECURED CLAIMS FUND") to pay holders of allowed general unsecured claims. On the Effective Date, each holder of an allowed unsecured claim Unsecured Claim shall receive its pro rata share of: (i) $80 million in cash; (ii) $474 million aggregate principal amount of New Notes; provided that each Consenting Noteholder (and, for the avoidance of doubt, only a Consenting Noteholder) entitled to receive New Notes on account of its Notes Claim shall be able to make the Convertible Notes Election and receive New Convertible Notes on a pro rata basis with holders of Crossholder Claims making the Convertible Notes Election (with such pro rata allocation being determined by the electing holder’s allocation of New Notes (on account of both Consenting Crossholder Claims and Notes Claims) as the numerator and the total amount of New Notes available to be received by electing holders (on account of both Consenting Crossholder Claims and Notes Claims) as the denominator); and (iii) 78.42857% of the General Unsecured New Common Equity Interests, subject to dilution by the Management Incentive Plan (as defined below) and subsequent issuances of common equity (including securities or instruments convertible into common equity) by the Company from time to time after the Plan Effective Date; and For the avoidance of doubt, any New Convertible Notes issued pursuant to the Convertible Notes Election shall result in a dollar-for-dollar reduction of New Notes to be issued. Property-Level Debt and Guarantee Claims FundProperty-level debt and guarantee claims shall be reinstated, unimpaired, or receive treatment reasonably acceptable to the Required Consenting Noteholders and the Company, which consent shall not be unreasonably withheld. The Plan shall provide 1 There will be another settlement class created of certain guarantee claims held by non-Debtor joint venture lenders that will remain unimpaired as a mechanism Rule 9019 settlement in exchange for delaying distribution waiving events of default related to holders non-Debtors and other consideration. Extent of general unsecured such guarantee claims pending a resolution of disputed general unsecured claimsto be discussed/subject to diligence and review/approval by Required Consenting Creditors.

Treatment of Claims and Interests. ADMINISTRATIVE/ On the Effective Date, pursuant to the Plan, the Plan PRIORITY/SECURED Administrator Administrative Expense Claims The allowed administrative expense claims against Foamex shall be provided unimpaired. Except with funding (the "APST TAX CLAIMS FUND CLAIMS FUND") in an amount respect to be determined by agreement of the Company and the Term Loan Lenders, but in any event, subject to the aggregate claim amounts set forth below, which funds shall be sufficient to pay all Administrative Expense Claims, Priority and Secured Tax Claims, and Other Priority Claims administrative expense claims that are allowed on the Effective Date and that may become allowed after the Effective Date. The Plan Administrator shall be responsible for resolving and paying all Administrative Expense Claims, Priority and Secured Tax Claims, and Other Priority Claims. After all Administrative Expense Claims, Priority and Secured Tax Claims, and Other Priority Claims have been paid in full and there are no remaining Administrative Expense Claims, Priority and Secured Tax Claims, and Other Priority Claims, all funds remaining in the APST Claims Fund shall be remitted to New Lenox. ADMINISTRATIVE AND PRIORITY CLAIMS o ADMINISTRATIVE Except to the extent that a holder has been paid by the EXPENSE CLAIMS Company, in whole or in part, prior to the Effective Date or agrees to a less favorable treatmentprofessional fee claims, each holder of an allowed administrative expense claim shall be paid in full, in cash, the full amount of its unpaid claim on or as soon as reasonably practicable following the later to occur of receive (a) cash in an amount equal to the Effective Date amount of such allowed administrative expense claim on the later of the initial distribution date under the First Amended Plan and the date such administrative expense claim becomes an allowed administrative expense claim, or as soon thereafter as is reasonably practicable and practicable, or (b) such other treatment as the date on which Debtors and such claim becomes allowedholder shall have agreed upon; provided, however, that allowed administrative expense claims that arise in no event the ordinary course of the Debtors’ business shall be paid in full in the aggregate amount ordinary course of non-professional fee Administrative Expense business in accordance with the terms and subject to the conditions of any agreements governing, instruments evidencing, or other documents relating to, such transactions. Priority Tax Claims (including, without limitation, cure costs) exceed $[1,800,000]The allowed priority tax claims shall be unimpaired. o SECURED TAX Except to the extent that a holder has been paid by the AND PRIORITY Company, in whole or in part, prior to the Effective Date or TAX CLAIMS of an allowed priority tax claim agrees to a less favorable different treatment, each holder of an allowed secured priority tax claim or shall receive, at the sole option of the Reorganized Debtors, (a) cash in an amount equal to such allowed priority tax claim shall (a) be paid in full, in cash, the full amount of its unpaid claim plus Post-Petition Interest on or as soon as reasonably practicable following the later to occur of (x) the Effective Date initial distribution date under the First Amended Plan and the date such priority tax claim becomes an allowed priority tax claim, or as soon thereafter as is reasonably practicable and (y) the date on which such claim becomes allowed practicable, or (b) receive over a period through the sixth anniversary of the date of assessment of such other terms determined by the Bankruptcy Court to provide the holder allowed priority tax claim, deferred cash payments having a value, as of the Effective Date, in an aggregate amount equal to such claim; provided, however, that in no event shall the allowed priority tax claim (plus Post-Petition Interest) plus interest on such aggregate amount of Secured Tax Claims over such period at the same rate as such Post-Petition Interest. All allowed priority tax claims which are not due and Priority Tax Claims exceed $[250,000]. o OTHER Except to the extent that a holder has been paid by the PRIORITY Company, in whole payable on or in part, prior to before the Effective Date CLAIMS or agrees to a less favorable treatment, each holder of an allowed other priority claim shall receive, in full satisfaction of such other unpaid priority claim, cash in the full amount of the claim, on or as soon as reasonably practicable after the later of (i) the Effective Date or as soon thereafter as is reasonably practicable, and (ii) the date such claim becomes allowed; provided, however, that in no event shall the aggregate amount of Other Priority Claims exceed $[100,000]. SECURED CLAIMS o REVOLVING LOAN The Revolving Loans (the "REVOLVING LOAN CLAIMS") arising FACILITY from the Revolving Loan Agreement shall be "rolled up" into the DIP Facility. o TERM LOAN Holders of secured claims arising from the Term Loan FACILITY Agreement shall contribute all of their claims to New Lenox. New Lenox will credit the Purchase Price and purchase the Purchased Assets free and clear of all liens, interests, claims or encumbrances, except as set forth in the APA. o MISCELLANEOUS To the extent not previously paid pursuant to an order of SECURED the Bankruptcy Court authorizing payment of lien claims CLAIMS during the chapter 11 cases, all holders of claims secured by valid liens (including, without limitation, mechanics', materialsmens', artisans', tax and any other lien) against property not abandoned or sold will retain their liens on such property and be paid in the ordinary course of business by New Lenox UNSECURED CLAIMS o GENERAL On in accordance with the Effective Date, the Plan Administrator shall be UNSECURED provided with an amount to be agreed upon by the Term Lenders (the "GENERAL UNSECURED CLAIMS FUND") to pay holders of allowed general unsecured claims. On the Effective Date, each holder of an allowed unsecured claim shall receive its pro rata share of the General Unsecured Claims Fund. The Plan shall provide a mechanism for delaying distribution to holders of general unsecured claims pending a resolution of disputed general unsecured claimsterms thereof.