LETTER AGREEMENT
EXHIBIT
4
AGREEMENT
dated as of October 13, 2006 among D. E. Shaw Laminar Portfolios, L.L.C., Sigma
Capital Associates, LLC, Par IV Master Fund, Ltd. and Sunrise Partners Limited
Partnership, each in its capacity as member of an informal ad hoc committee
of
certain holders of equity securities (the “Ad
Hoc
Members”)
in
Foamex International Inc. (the “Company”),
and
Xxxxxxx, Sachs & Co., in its capacity as an observer on such committee
(together with the Ad Hoc Committee Members, the “Significant
Equityholders”).
In
respect of Equity Commitment Agreement among the Significant Equityholders
and
the Company on the date hereof, the Put Option Agreement among the Significant
Equityholders and the Company on the date hereof (the “Put
Option Agreement”)
and
the call option agreement to be executed under the Company’s first amended plan
of reorganization as contemplated by the Equity Commitment Agreement (the
“Call
Option Agreement”),
each
of the Significant Equityholders hereby agrees that the rights and obligations
in connection with the Equity Commitment Agreement (including, without
limitation, with respect to the Put Option and the Call Option) shall be
apportioned among the Significant Equityholders in the following
manner:
|
D.
E. Shaw Laminar Portfolios, L.L.C.
|
41.4%
|
|
Xxxxxxx,
Sachs & Co.
|
35.2%
|
|
Sigma
Capital Associates, LLC
|
16.6%
|
|
Par
IV Master Fund, Ltd.
|
3.4%
|
|
Sunrise
Partners Limited Partnership
|
3.4%
|
|
Total
|
100.0%
|
Nothing
herein shall amend or be deemed to amend any provision of the Put Option
Agreement or the Call Option Agreement or render or be deemed to render any
such
provision inoperative other than with respect to the apportionment of the rights
and obligations under such agreements among the Significant
Equityholders.
This
Agreement will be governed by and construed in accordance with the laws of
the
State of New York without giving effect to the conflict of laws provisions
thereof.
Signed
on
behalf of:
|
By:
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/s/
Xxxxxx Xxxxxx
Name: /s/ Xxxxxx Xxxxxx |
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Title:
Authorized Signatory
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|
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XXXXXXX,
SACHS & CO.
|
|
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By:
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/s/
Xxxxxxx Xxxx
Name: /s/ Xxxxxxx Xxxx |
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Title:
Managing Director
|
|
|
|
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SIGMA
CAPITAL ASSOCIATES, LLC
|
|
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By:
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/s/
Xxxxx X. Xxxxxxxx
Name: /s/ Xxxxx X. Xxxxxxxx |
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Title:
Authorized Signatory
|
|
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PAR
IV MASTER FUND, LTD.
|
|
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By:
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/s/
Xxxxxx X. Xxxxx
Name: /s/ Xxxxxx X. Xxxxx |
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Title:
Director
|
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SUNRISE
PARTNERS LIMITED PARTNERSHIP
|
|
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By:
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/s/
Xxxxxxx X. Xxxxxx
Name: /s/ Xxxxxxx X. Xxxxxx |
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Title:
Vice President
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