SIGMA CAPITAL ASSOCIATES, LLC PRIVATE & CONFIDENTIALFoamex International Inc • April 18th, 2008 • Plastics foam products • New York
EQUITY COMMITMENT AGREEMENTEquity Commitment Agreement • April 18th, 2008 • Foamex International Inc • 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.
PUT OPTION AGREEMENTPut Option Agreement • April 18th, 2008 • Foamex International Inc • 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 Sigma Capital Associates, LLC (the “Investor”).
PUT OPTION AGREEMENTPut Option Agreement • April 18th, 2008 • Foamex International Inc • 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 among Foamex International Inc., a Delaware corporation (the “Company”), CGDO, LLC (as agent and on behalf of Chilton Global Distressed Opportunities Master Fund, L.P.) (“CGDO”) and Q Funding III, L.P. (“Q Funding III” and, together with CGDO, the “Investor”).
PUT OPTION AGREEMENTPut Option Agreement • April 18th, 2008 • Foamex International Inc • 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”).
ContractLetter Agreement • April 18th, 2008 • Foamex International Inc • Plastics foam products • New York
Reference is hereby made to the First Lien Term Credit Agreement, dated as of February 12, 2007, by and among Foamex L.P., as Borrower (the “Borrower”), Foamex International Inc., as Parent Guarantor (“Holdings”), Bank of America, N.A., as Administrative Agent and Collateral Agent (the “Administrative Agent”), and the lenders and other parties named therein, and the Second Lien Term Credit Agreement, dated as of February 12, 2007, by and among the Borrower, Holdings, the Administrative Agent and the lenders and other parties named therein (together, the “Credit Agreements”) and the Revolving Credit Agreement, dated as of February 12, 2007, by and among the Borrower, Holdings and the other Guarantors named thereto, the Administrative Agent and the lenders and other parties named thereto (the “Revolver”). Capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Credit Agreements or Revolver.
