|
WAIVER TO CREDIT AGREEMENT
WAIVER, dated as of March 15, 2005 (this "Waiver"), by and among
Foamex
L.P., a Delaware limited partnership (the "Borrower"), the
affiliates of the
Borrower party hereto, the lenders party hereto, and Silver
Point Finance, LLC,
a Delaware limited liability company ("Silver Point"), as
administrative agent
(in such capacity, and any successor in such capacity, the
"Administrative
Agent").
WHEREAS, the Borrower, certain of its affiliates as guarantors,
the lenders
party thereto and the Administrative Agent entered into a
certain Credit
Agreement, dated as of August 18, 2003 (as amended, restated,
supplemented or
otherwise modified from time to time, the "Credit Agreement"),
pursuant to which
the Lenders have agreed, subject to certain terms and
conditions, to make term
loans to the Borrower;
WHEREAS, the Borrower, the Guarantors, the Majority Lenders and
the
Administrative Agent desire to waive a certain provision of the
Credit
Agreement;
NOW, THEREFORE, subject to the condition precedent set forth in
Section 3
hereof, the Borrower, the Guarantors, the Majority Lenders and
the
Administrative Agent hereby agree as follows:
1. Capitalized Terms. All terms which are defined in the
Financing
Agreement and not otherwise defined herein are used herein as
defined therein.
2. Waiver and Consent.
(a) Pursuant to the request of the Borrower and in accordance
with
Section 11.1 of the Credit Agreement, the Majority Lenders
hereby waive
compliance with the Fixed Charge Coverage Ratio set forth in
Section 7.24 of the
Credit Agreement for the four consecutive fiscal quarter period
of Foamex ending
on or about December 31, 2004.
(b) The waiver set forth in Section 2(a) above (i) shall be
effective
only in this specific instance and for the specific purposes set
forth herein,
and (ii) does not allow for any other or further departure from
the terms and
conditions of the Credit Agreement or any other Loan Document,
which terms and
conditions shall continue in full force and effect.
3. Conditions. This Waiver shall become effective only upon
receipt by the
Administrative Agent of counterparts of this Waiver, duly
executed by the
Borrower, the Guarantor, the Administrative Agent and the
Majority Lenders.
4. References to Credit Agreement. From and after the
effectiveness of this
Waiver and the waiver contemplated hereby, all references in the
Credit
Agreement to "this Agreement", "hereof", "herein", and similar
terms shall mean
and refer to the Credit Agreement, as modified by this Waiver,
and all
references in other documents to the Credit Agreement shall mean
such agreement
as modified by this Waiver.
<PAGE>
5. Continued Effectiveness of the Financing Agreement.
(a) Ratification and Confirmation. The Credit Agreement is
hereby
ratified and confirmed and, except as herein agreed, remains in
full force and
effect. Each of the Borrower and the Guarantors represents and
warrants that (i)
all representations and warranties contained in the Loan
Documents are correct
in all material respects with the same effect as though such
representations and
warranties had been made on and as of the date hereof (except to
the extent that
such representations or warranties expressly related to a
specified prior date,
in which case such represen
| 
