X0303 4 2008-09-25 0 0000912908 FOAMEX INTERNATIONAL INC FMXL 0001263972 D. E. SHAW LAMINAR PORTFOLIOS, L.L.C. 120 WEST FORTY-FIFTH STREET 39TH FLOOR NEW YORK NY 10036 1 0 1 1 See footnotes 1 and 2. 0001009268 D. E. SHAW & CO, L.P. 120 WEST FORTY-FIFTH STREET 39TH FLOOR NEW YORK NY 10036 1 0 1 1 See footnotes 1 and 2. 0001277502 D. E. SHAW & CO, L.L.C. 120 WEST FORTY-FIFTH STREET 39TH FLOOR NEW YORK NY 10036 1 0 1 1 See footnotes 1 and 2. 0001023870 SHAW DAVID E 120 WEST FORTY-FIFTH STREET 39TH FLOOR NEW YORK NY 10036 1 0 1 1 See footnotes 1 and 2. Common Stock 2008-09-25 4 J 0 14988010 0.5004 A 191273889 D D. E. Shaw & Co., L.P. ("DESCO LP"), as investment adviser to D. E. Shaw Laminar Portfolios, L.L.C. ("Laminar"); D. E. Shaw & Co., L.L.C. ("DESCO LLC"), as managing member of Laminar; and David E. Shaw (as president and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of DESCO LP, and as president and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of DESCO LLC) may be deemed to be the beneficial owners of more than 10% of the Common Stock of the Issuer for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. (Continued from Footnote 1) In accordance with instruction 4(b)(iv), the entire amount of securities of the Issuer that may be deemed to be beneficially owned by DESCO LP, DESCO LLC, or Laminar is reported herein. Each of DESCO LP, DESCO LLC, and David E. Shaw disclaims any beneficial ownership of any of the securities listed in this Form 4, except to the extent of any pecuniary interest therein. The reporting persons also may be deemed, for Section 16 purposes, directors of the Issuer by virtue of each of DESCO LP employees Seth Charnow's and David Lyon's service as a member of the Issuer's board of directors. None of Laminar, DESCO LP, DESCO LLC, or David E. Shaw serves as a director of the Issuer. Laminar acquired 14,988,010 shares of Common Stock in a second lien term loan offering conducted by the Issuer on a private placement basis to the lenders under the Second Lien Term Credit Agreement, dated as of February 12, 2007, by and among Foamex L.P., the Issuer, Bank of America, N.A., as Administrative Agent and Collateral Agent, and the lenders and other parties named therein (the "Second Lien Term Credit Agreement"). Pursuant to the terms of the second lien term loan offering, Laminar paid the purchase price by assigning to the Issuer, on a dollar-for-dollar basis at par, loans outstanding under the Second Lien Term Credit Agreement with an aggregate par value of $7,500,000. The price of $0.5004 per share reflects the 90-day volume weighted average price calculated to September 24, 2008. Laminar did not pay cash in connection with this acquisition of Common Stock. D. E. Shaw Laminar Portfolios, L.L.C. By: D. E. Shaw & Co., L.L.C., as managing member By: /s/ Rochelle Elias, Chief Compliance Officer 2008-09-29 D. E. Shaw & Co., L.P. By: /s/ Rochelle Elias, Chief Compliance Officer 2008-09-29 D. E. Shaw & Co., L.L.C. By: /s/ Rochelle Elias, Chief Compliance Officer 2008-09-29 David E. Shaw By: /s/ Rochelle Elias, Attorney-in-Fact for David E. Shaw 2008-09-29