Plan Support Agreement (2006)Full Document 

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                             PLAN SUPPORT AGREEMENT

                  This Plan Statement Support Agreement is made and entered into
as of November 27, 2006 by and among  Foamex International Inc. ("Foamex
International") and certain of Foamex International's subsidiaries and
affiliates, each of which is a debtor and debtor in possession in a chapter 11
case pending before the United States Bankruptcy Court for the District of
Delaware (collectively, the "Foamex Group"),  the holders of the Senior
Secured Notes (as defined below) identified on the signature pages hereto
(collectively, the "Supporting Secured Noteholders"), (iii) U.S. Bank National
Association, solely in its capacity as the Senior Secured Notes Indenture
Trustee (as defined below), (iv) D. E. Shaw Laminar Portfolios, L.L.C., Sigma
Capital Associates, LLC, Par IV Master Fund, Ltd., Sunrise Partners Limited
Partnership and Goldman, Sachs & Co. (each solely in its capacity as a holder of
Senior Secured Notes, as described in Recital C, hereof, and not in its capacity
as a Significant Equityholder under the Equity Commitment Agreement or the
Foamex Plan (each as defined below; collectively, the "Significant
Equityholders"), and (v) the Ad Hoc Committee of holders of Senior Secured Notes
(the "Ad Hoc Committee"). Each of Foamex Group, each Supporting Secured
Noteholder, each Significant Equityholder, the Senior Secured Notes Indenture
Trustee and the Ad Hoc Committee is referred to herein individually as a
"Party," and collectively, as the "Parties." As used herein, the phrases "this
Agreement", "hereto", "hereunder" and phrases of like import shall mean this
Plan Support Agreement.

                                    RECITALS

WHEREAS:

         A. Foamex L.P. and Foamex Capital Corporation are the issuers of 10.75%
Senior Secured Notes due 2009 (collectively, the "Senior Secured Notes")
pursuant to the terms of that certain Indenture, dated as of March 2, 2002 (the
"Senior Secured Notes Indenture") by and among Foamex L.P., Foamex Capital
Corporation, the Guarantors (as defined therein) and U.S. Bank National
Association, as indenture trustee (the "Senior Secured Notes Indenture
Trustee");

         B. The Ad Hoc Committee represents the interests of holders of the
Senior Secured Notes that own or have investment management responsibility for
accounts that own approximately $145,000,000 in principal amount of Senior
Secured Notes. The Supporting Secured Noteholders initially executing this
Agreement own or have investment management responsibility for accounts that own
approximately $75,000,000 in principal amount of Senior Secured Notes;

         C. The Significant Equityholders collectively own or have investment
responsibility for accounts that own (i) 100% of the issued and outstanding
preferred stock of Foamex International, and (ii) approximately 53% of the
issued and outstanding common stock of Foamex International. In addition,
certain of the Significant Equityholders own or have investment responsibility
for accounts that own approximately $110,000,000 in principal amount of the
Senior Secured Notes.

         D. Each Foamex Group member is in the process of restructuring its
financial obligations through the prosecution of jointly administered chapter 11
cases (collectively, the "Chapter 11 Cases") in the Bankruptcy Court for the
District of Delaware ("Bankruptcy Court");

         E. Disputes have arisen between the Foamex Group, on the one hand, and
the Senior Secured Notes Indenture Trustee and the Ad Hoc Committee, on the
other hand, pursuant to which, among other things, the Foamex Group has disputed
(i) the aggregate amount of the Senior Secured Note claims as of September 19,
2005, (ii) the rate at which interest on such claims should accrue and be paid
during the pendency of the Chapter 11 Cases, and (iii) the Senior Secured
Noteholders' alleged entitlement to be paid a prepayment premium or,
alternatively, a change of control premium, pursuant to the terms of the Senior
Secured Notes Indenture (the "Senior Secured Notes Disputes").

         F. The Parties have negotiated and agreed upon the principal terms of a
consensual plan of reorganization for the Foamex Group, which plan of
reorganization incorporates a settlement of the Senior Secured Notes Disputes
(the "Senior Secured Notes Disputes Settlement"). Pursuant to the Senior Secured
Notes Disputes Settlement, assuming the Class of Senior Secured Notes votes to
accept the Foamex Plan (as defined below) (a) the Senior Secured Note Base
Claim(1) plus Post-Petition Interest shall be Allowed, (b) the Senior Secured
Note Premium Claim shall be Allowed in the amount of $7,500,000; and (c) the
Debtors shall dismiss with prejudice the Senior Secured Note Premium Claim
Litigation.

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