-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IWXPIGr8hpvE/2a53iT1xz3QKL8UB6FMHYmC/adhwfZ5fAkDorE42KNypFiK2pBz aqL4+woiGD/AMmG+6+TCiQ== 0000903423-08-000514.txt : 20080620 0000903423-08-000514.hdr.sgml : 20080620 20080620163437 ACCESSION NUMBER: 0000903423-08-000514 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20080620 DATE AS OF CHANGE: 20080620 GROUP MEMBERS: D. E. SHAW & CO., L.L.C. GROUP MEMBERS: D. E. SHAW & CO., L.P. GROUP MEMBERS: DAVID E. SHAW? SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FOAMEX INTERNATIONAL INC CENTRAL INDEX KEY: 0000912908 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS FOAM PRODUCTS [3086] IRS NUMBER: 050473908 STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48793 FILM NUMBER: 08910375 BUSINESS ADDRESS: STREET 1: 1000 COLUMBIA AVENUE CITY: LINWOOD STATE: PA ZIP: 19061 BUSINESS PHONE: 6108593000 MAIL ADDRESS: STREET 1: 1000 COLUMBIA AVE CITY: LINWOOD STATE: PA ZIP: 19061 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: D. E. SHAW LAMINAR PORTFOLIOS, L.L.C. CENTRAL INDEX KEY: 0001263972 IRS NUMBER: 010577802 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 39TH FLOOR, TOWER 45 STREET 2: 120 WEST FORTY-FIFTH STREET CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2124780000 MAIL ADDRESS: STREET 1: 39TH FLOOR, TOWER 45 STREET 2: 120 WEST FORTY-FIFTH STREET CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: D.E. SHAW LAMINAR PORTFOLIOS, L.L.C. DATE OF NAME CHANGE: 20060928 FORMER COMPANY: FORMER CONFORMED NAME: DE SHAW LAMINAR PORTFOLIOS LLC DATE OF NAME CHANGE: 20030916 SC 13D/A 1 shawfoamex-13da10_0620.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10)*

Foamex International Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

344123203

(CUSIP Number)

D. E. Shaw Laminar Portfolios, L.L.C.

Attn: Compliance Department

120 West Forty-Fifth Street

Floor 39, Tower 45

New York, NY 10036

212-478-0000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

Copies to:

Richard J. Cooper

Cleary Gottlieb Steen & Hamilton LLP

One Liberty Plaza

New York, New York 10006

June 19, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

AMENDMENT NO. 10 TO SCHEDULE 13D

This Amendment No. 10 to Schedule 13D amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on April 20, 2006, as amended by Amendment No. 1 to Schedule 13D, dated as of July 19, 2006, Amendment No. 2 to Schedule 13D, dated as of October 13, 2006, Amendment No. 3 to Schedule 13D, dated as of November 30, 2006, Amendment No. 4 to Schedule 13D, dated as of February 14, 2007, Amendment No. 5 to Schedule 13D, dated as of August 23, 2007, Amendment No. 6 to Schedule 13D, dated as of February 20, 2008, Amendment No. 7 to Schedule 13D, dated as of April 4, 2008, Amendment No. 8 to Schedule 13D, dated as of April 23, 2008, and Amendment No. 9 to Schedule 13D, dated as of May 19, 2008 (as amended, the “Schedule 13D”). Capitalized terms used herein which are not defined herein have the meanings given to such terms in the Schedule 13D. Except as otherwise provided herein, all Items of the Schedule 13D remain unchanged.

This Amendment No. 10 is being filed to report that, as further described below, on June 19, 2008, Foamex International Inc. (the “Company”) and D. E. Shaw Laminar Portfolios, L.L.C. (“Laminar”), Sigma Capital Associates, LLC (“Sigma”), CGDO, LLC (as agent and on behalf of Chilton Global Distressed Opportunities Master Fund, L.P.) (“CGDO”), and Q Funding III L.P. (together with CGDO, “Chilton” and, together with CGDO, Laminar and Sigma, the “Significant Equityholders”) entered into Amendment No. 1 (the “Amendment”), to the Equity Commitment Agreement, dated April 1, 2008 (the “Equity Commitment Agreement”), among the Company and the Significant Equityholders.

The Reporting Persons may be deemed to be members of a group with the other Significant Equityholders within the meaning of Rule 13d-5(b) with respect to their interests in equity securities of the Company. However, the Reporting Persons hereby expressly disclaim (i) the existence of, and any membership in, any group for purposes of Section 13(d) of the Act with any other Significant Equityholder and (ii) any beneficial ownership of securities held by any person or entity (including any other Significant Equityholder) other than the shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) beneficially owned by the Reporting Persons.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby supplemented as follows:

As previously reported in Amendment No. 7 to the Schedule 13D, the Significant Equityholders entered into the Equity Commitment Agreement, dated April 1, 2008, with the Company, and each of the Significant Equityholders entered into a Put Option Agreement, dated April 1, 2008, (each a “Put Option Agreement,” collectively, the “Put Option Agreements,” and together with the Equity Commitment Agreement, the “Original Agreements”) with the Company.

On June 19, 2008, the Significant Equityholders and the Company entered into the Amendment, which amends the Original Agreements. A copy of the Amendment is attached hereto as Exhibit 3.

The Original Agreements contained certain cutback provisions intended to increase the likelihood that the Company may preserve its ability to apply certain net operating loss carryforwards (the “NOL Limitations”), as described in Amendment No. 7 to the Schedule 13D. The Amendment clarifies that the NOL Limitations cease to apply if (i) the Company exercises its options under the Put Option Agreements to require the Significant Equityholders to purchase shares of Common Stock (the “Put Options”) prior to June 27, 2008 pursuant to a provision that, subject to certain conditions, permits the exercise of the Put Options at the end of any fiscal quarter and (ii) this exercise of the Put Options results in an “ownership change” for purposes of Section 382 of the Internal Revenue Code of 1986, as amended.

The Original Agreements provided that, if the Put Options were exercised under the circumstances described in the previous paragraph, the Company had to deliver the shares of Common Stock sold pursuant to the Put Options on the last business day of the relevant fiscal quarter. The Company has

informed the Significant Equityholders that there is an insufficient number of authorized and unissued shares of Common Stock to make full delivery of such shares if the Put Options were exercised with respect to the fiscal quarter ending June 29, 2008. The Amendment provides for a delay in the issuance and delivery of 2.06% of such shares of Common Stock until the earlier of (i) the closing of the rights offering that the Company intends to conduct pursuant to the Equity Commitment Agreement and (ii) March 31, 2009. The Company has informed the Significant Equityholders that it expects to have amended its certificate of incorporation to increase the number of authorized shares of Common Stock before the closing of the rights offering.

In consideration for entering into the Original Agreements, the Significant Equityholders are entitled to receive a premium (the “Put Option Premium”), payable in shares of Common Stock, subject to reduction by an amount equal to any premium actually paid pursuant to the Equity Commitment Letters, dated February 13, 2008 (the “Equity Commitment Letters”), between the Company and certain of the Significant Equityholders. The Amendment revises the Original Agreements to provide that the number of shares of Common Stock deliverable to any Significant Equityholder in payment of the Put Option Premium will be reduced by the number of shares of Common Stock that has been delivered to such Significant Equityholder in payment of any premium under the Equity Commitment Letters. As described in Amendment No. 8 to the Schedule 13D, an aggregate of 323,849 shares of Common Stock were paid to Laminar on April 22, 2008 pursuant to its Equity Commitment Letter. Accordingly, the number of shares of Common Stock deliverable to Laminar in payment of the Put Option Premium will be reduced by 323,849 shares.

As described in Amendment No. 7 to the Schedule 13D, to the extent that Sigma or Chilton would be entitled to receive shares of Common Stock that would result in beneficial ownership of Common Stock by such entity and its affiliates equal to or exceeding 10.0% and 5.0%, respectively, such entity’s obligations under its Put Option Agreement shall be reduced to prevent such entity’s (together with its affiliates) beneficial ownership from equaling or exceeding such percentage. To the extent that Sigma’s or Chilton’s obligations under their respective Put Option Agreements are reduced as a result of such cutback provisions, Laminar’s obligations under its Put Option Agreement will be increased by the amount of any such reductions.

Item 7.

Material to be filed as Exhibits

Exhibit 1	Power of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co., Inc., in favor of the signatories hereto, among others, dated October 24, 2007.
Exhibit 2	Power of Attorney, granted by David E. Shaw relating to D. E. Shaw & Co. II, Inc., in favor of the signatories hereto, among others, dated October 24, 2007.
Exhibit 3	Amendment No. 1, dated June 19, 2008, to the Equity Commitment Agreement, dated April 1, 2008, among Foamex International Inc. and D. E. Shaw Laminar Portfolios, L.L.C., Sigma Capital Associates, LLC, CGDO, LLC (as agent on behalf of Chilton Global Distressed Opportunities Master Fund, L.P.) and Q Funding III, L.P.

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete and correct. Powers of Attorney, dated October 24, 2007, granted by David E. Shaw in favor of Anne Dinning, Rochelle Elias, Julius Gaudio, John Liftin, Louis Salkind, Stuart Steckler, Maximilian Stone, and Eric Wepsic are attached hereto as Exhibit 1 and Exhibit 2 and incorporated herein by reference.

Dated: June 20, 2008

D. E. SHAW LAMINAR PORTFOLIOS, L.L.C.
By:	D. E. SHAW & CO., L.L.C.,
	as managing member

	By: /s/ Rochelle Elias
Name: Rochelle Elias Title: Chief Compliance Officer


D. E. SHAW & CO., L.P.

By:	/s/ Rochelle Elias
Name: Rochelle Elias Title: Chief Compliance Officer

D. E. SHAW & CO., L.L.C.

By:	/s/ Rochelle Elias
Name: Rochelle Elias Title: Chief Compliance Officer

DAVID E. SHAW

By:	/s/ Rochelle Elias
Name: Rochelle Elias Title: Attorney-in-Fact for David E. Shaw

EX-1 2 shawfoamex-13da10ex1_0620.htm

Exhibit 1

POWER OF ATTORNEY

FOR CERTAIN FILINGS

UNDER THE SECURITIES EXCHANGE ACT OF 1934

I, David E. Shaw, hereby make, constitute and appoint each of:

Anne Dinning,

Rochelle Elias,

Julius Gaudio,

John Liftin,

Louis Salkind,

Stuart Steckler,

Maximilian Stone, and

Eric Wepsic,

acting individually, as my agent and attorney-in-fact, with full power of substitution, for the purpose of, from time to time, executing in my name and/or my capacity as President of D. E. Shaw & Co., Inc. (acting for itself or as the general partner of D. E. Shaw & Co., L. P., and general partner, managing member, or manager of other entities, any of which in turn may be acting for itself or other entities) all documents, certificates, instruments, statements, other filings, and amendments to the forgoing (collectively, “documents”) determined by such person to be necessary or appropriate to comply with ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including without limitation Forms 3, 4, 5, and 13F and Schedules 13D and 13G required to be filed with the Securities and Exchange Commission; and delivering, furnishing or filing any such documents to or with the appropriate governmental or regulatory authority. Any such determination shall be conclusively evidenced by such person’s execution, delivery, furnishing and/or filing of the applicable document.

This power of attorney shall be valid from the date hereof and replaces the power granted on February 24, 2004, which is hereby cancelled.

IN WITNESS HEREOF, I have executed this instrument as of the date set forth below.

Date: October 24, 2007

DAVID E. SHAW, as President of D. E. Shaw & Co., Inc.

/s/ David E. Shaw

New York, New York

EX-2 3 shawfoamex-13da10ex2_0620.htm

Exhibit 2

POWER OF ATTORNEY

FOR CERTAIN FILINGS

UNDER THE SECURITIES EXCHANGE ACT OF 1934

I, David E. Shaw, hereby make, constitute and appoint each of:

Anne Dinning,

Rochelle Elias,

Julius Gaudio,

John Liftin,

Louis Salkind,

Stuart Steckler,

Maximilian Stone, and

Eric Wepsic,

acting individually, as my agent and attorney-in-fact, with full power of substitution, for the purpose of, from time to time, executing in my name and/or my capacity as President of D. E. Shaw & Co. II, Inc. (acting for itself or as the managing member of D. E. Shaw & Co., L.L.C. and general partner, managing member, or manager of other entities, any of which in turn may be acting for itself or other entities) all documents, certificates, instruments, statements, other filings, and amendments to the forgoing (collectively, “documents”) determined by such person to be necessary or appropriate to comply with ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including without limitation Forms 3, 4, 5, and 13F and Schedules 13D and 13G required to be filed with the Securities and Exchange Commission; and delivering, furnishing or filing any such documents to or with the appropriate governmental or regulatory authority. Any such determination shall be conclusively evidenced by suchperson’s execution, delivery, furnishing and/or filing of the applicable document.

This power of attorney shall be valid from the date hereof and replaces the power granted on February 24, 2004, which is hereby cancelled.

IN WITNESS HEREOF, I have executed this instrument as of the date set forth below.

Date: October 24, 2007

DAVID E. SHAW, as President of D. E. Shaw & Co. II, Inc.

/s/David E. Shaw

New York, New York

EX-3 4 shawfoamex-13da10ex3_0620.htm

Exhibit 3

Amendment No. 1

EQUITY COMMITMENT AGREEMENT

THIS AMENDMENT (this “Amendment”) to the EQUITY COMMITMENT AGREEMENT (the “Equity Commitment Agreement”), dated April 1, 2008 is made and entered into as of June 19, 2008, by and among Foamex International Inc., a Delaware corporation (the “Company”), D. E. Shaw Laminar Portfolios, L.L.C. (“D. E. Shaw”), Sigma Capital Associates, LLC (“Sigma”), CGDO, LLC (as agent on behalf of Chilton Global Distressed Opportunities Master Fund, L.P.) (“CGDO”) and Q Funding III, L.P. (together with CGDO, “Chilton” and, together with D. E. Shaw, Sigma and CGDO, the “Significant Equityholders”).

WHEREAS, the Company and the Significant Equityholders, severally and not jointly, have entered into the Equity Commitment Agreement, which had attached thereto as Exhibit A the Term Sheet (the “Term Sheet”) and as Exhibit B the Put Option Agreement, dated as of the first day of April 2008, between the Company and D. E. Shaw (the “D. E. Shaw Put Option Agreement”), the Put Option Agreement, dated as of the first day of April 2008, between the Company and Sigma (the “Sigma Put Option Agreement”), and the Put Option Agreement, dated as of the first day of April 2008, between the Company and Chilton (together with the D. E. Shaw Put Option Agreement and the Sigma Put Option Agreement, the “Put Option Agreements”);

WHEREAS, as set forth in the Term Sheet, the Company plans to carry out the Rights Offering;

WHEREAS, as set forth in the Term Sheet, the Company plans to carry out the Second Lien Term Loan Offering;

WHEREAS, the Rights Offering and the Second Lien Term Loan Offering will not be completed prior to June 27, 2008, which is the last business day before the end of the Company’s second fiscal quarter in 2008 (the “Fiscal Quarter End”);

WHEREAS, the Company may exercise the Put Option prior to the Fiscal Quarter End under the circumstances referred to in clause (c)(ii) under “Conditions Precedent to Put Option Obligations” in the Term Sheet; and

WHEREAS, the purpose of this Amendment is (a) to clarify the applicability of the NOL limitations set forth in the Term Sheet upon exercise of the Put Option prior to the Fiscal Quarter End and (b) to provide for a delay in the issuance and delivery of a portion of the Put Option Shares until after the increase in the number of authorized shares of Common Stock of the Company that is necessary for such issuance and delivery has become effective.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Significant Equityholders agree as follows:

1. Definitions. All capitalized terms used but not defined in this Amendment shall have the meanings assigned to them in the Equity Commitment Agreement, the Term Sheet and the Put Option Agreements.

2. NOL Limitations. (a) The Term Sheet is hereby amended by adding the following sentence as a new paragraph at the end of the provisions set forth under “NOL Limitations”:

“If the Put Options are exercised prior to June 27, 2008 under the circumstances referred to in clause (c)(ii) under “Conditions Precedent to Put Option Obligations” and, if upon such exercise, there is an “ownership change” for purposes of Section 382 of the Code, then the provisions set forth under “NOL Limitations” shall not apply and shall be of no further force and effect.”

(b) Section 3.3 of each Put Option Agreement is hereby amended by adding the following subsection at the end thereof:

“(c) If the Put Option is exercised prior to June 27, 2008 under the circumstances referred to in the Term Sheet in clause (c)(ii) under “Conditions Precedent to Put Option Obligations” and, if upon such exercise, there is an “ownership change” for purposes of Section 382 of the Code, then the provisions of this Section 3.3 shall not apply and shall be of no further force and effect.”

3. Procedure to Exercise Option. Section 1.3(c) of each Put Option Agreement is hereby amended by adding the following text at the end thereof:

“Notwithstanding the foregoing, if the Put Option is exercised prior to June 27, 2008 under the circumstances referred to in the Term Sheet in clause (c)(ii) under “Conditions Precedent to Put Option Obligations”, then on the Closing Date for the Put Option the Company shall deliver to the Investor a number of shares of Additional Common Stock equal to (x) the number of Put Option Shares minus (y) the number of shares of Additional Common Stock equal to 2.06% of the number of Put Option Shares, rounded to the nearest whole share (such shares of Additional Common Stock, the “Delayed Delivery Shares”), against payment by the Investor of the

purchase price for all of its Put Option Shares as provided above. For the avoidance of doubt, the adjustments to the Firm Commitment Amount and the number of Put Option Shares pursuant to Section 3.4 hereof and the provisions set forth in the Term Sheet under “Cutbacks” shall be applied before the number of Delayed Delivery Shares is determined pursuant to the preceding sentence. The Company shall deliver the Delayed Delivery Shares to the Investor on the earliest of (i) the occurrence of a Termination Event (as defined in the Term Sheet); (ii) the Closing Date for the Rights Offering; and (iii) March 31, 2009. Under the circumstances described in this paragraph, the Exercise Notice shall be in the form of Annex AA attached hereto in lieu of Annex A.”

4. Put Option Premiums.

(a) The Term Sheet is hereby amended by deleting the words “the Put Option Premium to which any Significant Equityholder is entitled shall be reduced by the amount of any premium that has been paid to such Significant Equityholder pursuant to” in the third paragraph under “Put Options” and inserting the following text in lieu thereof:

“the number of shares of Common Stock shall be reduced by the number of shares of Common Stock that has been delivered to such Significant Equityholder in payment of any premium under”.

(b) Section 2.1 of the D. E. Shaw Put Option Agreement and Section 2.1 of the Sigma Put Option Agreement are hereby amended by deleting the words “the Put Option Premium to which the Investor is entitled shall be reduced by the amount of any premium that has been paid to the Investor pursuant to” and inserting the following text in lieu thereof:

“the number of shares of Common Stock shall be reduced by the number of shares of Common Stock that has been delivered to the Investor in payment of any premium under”.

5. Miscellaneous.

5.1 Original Agreements. Except as amended by this Amendment, all terms and conditions of the Equity Commitment Agreement, the Put Option Agreements and the Term Sheet shall remain in full force and effect as originally provided.

5.2 Governing Law and Other Matters. This Amendment (a) shall be governed by the laws of the State of New York, without giving effect to the

conflict of laws provisions thereof; (b) shall not be assignable by the Company without the prior written consent of each of the Significant Equityholders (and any purported assignment without such consent shall be null and void); (c) shall not be assignable by the Significant Equityholders except to such of their designees as may be reasonably acceptable to the Company; (d) is intended to be solely for the benefit of the parties hereto and the Indemnified Parties and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto and the Indemnified Parties; and (e) may not be amended or waived except by an instrument in writing signed by the Company and each of the Significant Equityholders.

5.3 Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

5.4 Headings. The headings in this Amendment are for reference purposes only and will not in any way affect the meaning or interpretation of this Amendment.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first above written.

D. E. SHAW LAMINAR PORTFOLIOS, L.L.C.
By:	/s/ Julius Gaudio
	Name: Julius Gaudio
	Title: Authorized Signatory

SIGMA CAPITAL ASSOCIATES, LLC

By:	Sigma Capital Management, LLC

By:	/s/ Peter A. Nussbaum
	Name: Peter A. Nussbaum
	Title: Authorized Signatory

CGDO, LLC as agent on behalf of Chilton Global Distressed Opportunities Master Fund, LP

By:	Chilton Investment Company, LLC Managing Member

By:	/s/ James Steinthal
	Name: James Steinthal
	Title: Managing Director

Q FUNDING III, L.P.

By:	Prufrock Onshore, L.P., its general partner

By:	J Alfred Onshore, LLC, its general partner

By:	/s/ Noel Nesser
	Name: Noel Nesser
	Title: CFO & Treasurer

Signature Page to Amendment No. 1 to Equity Commitment Agreement

FOAMEX INTERNATIONAL INC.
By:	/s/ Andrew R. Prusky
	Name: Andrew R. Prusky
	Title: Senior Vice President, Legal

Signature Page to Amendment No. 1 to Equity Commitment Agreement

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