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.
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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
representations
and warranties s
