PUT OPTION AGREEMENTPut Option Agreement • April 4th, 2008 • D. E. Shaw Laminar Portfolios, L.L.C. • Plastics foam products • New York
THIS PUT OPTION AGREEMENT (this “Agreement”) is made and entered into as of the first day of April 2008, by and between Foamex International Inc., a Delaware corporation (the “Company”), and D. E. Shaw Laminar Portfolios, L.L.C. (the “Investor”).
EQUITY COMMITMENT AGREEMENTEquity Commitment Agreement • April 4th, 2008 • D. E. Shaw Laminar Portfolios, L.L.C. • Plastics foam products
We understand that Foamex International Inc. (the “Company”) proposes to carry out an offering (the “Rights Offering”) to the Company’s existing common stockholders (collectively, the “Equityholders”) of rights (the “Rights”) to purchase additional shares of common stock of the Company and an offering (the “Second Lien Term Loan Offering”) to the Second Lien Term Loan Lenders (as defined in the Term Sheet) of rights to purchase additional shares of common stock of the Company by assigning their Second Lien Term Loans (as defined in the Term Sheet), in accordance with the terms and conditions described in the term sheet annexed hereto as Exhibit A (the “Term Sheet”) and the Put Option Agreements annexed hereto as Exhibit B (the “Put Option Agreements”). The Term Sheet and the Put Option Agreements are hereby incorporated herein in their entirety as if set forth below in their entirety, and capitalized terms used but not defined herein have the meanings assigned to them therein.
