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WAIVER
TO CREDIT AGREEMENT
WAIVER TO CREDIT AGREEMENT ("this Waiver"), dated as of March
15, 2005,
among FOAMEX L.P., a Delaware limited partnership (the
"Borrower"), the
affiliates of the Borrower party hereto, the lending
institutions party hereto
and BANK OF AMERICA, N.A., as Administrative Agent (the
"Administrative Agent").
WHEREAS, the Borrower, certain of its affiliates as guarantors,
the lenders
party thereto, the Administrative Agent, Banc of America
Securities LLC ("BAS")
and GECC Capital Markets Group, Inc., as co-lead arrangers, BAS,
as sole book
manager, General Electric Capital Corporation, as syndication
agent, and
Congress Financial Corporation (Central) and Bank One, NA (Main
Office Chicago),
as co-documentation agents, 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 such
lenders have
agreed, subject to certain terms and conditions, to make
revolving advances and
term loans to the Borrower and to issue or to cause the issuance
of letters of
credit for the account of 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:
SECTION 1. CAPITALIZED TERMS. Capitalized terms used but not
defined herein
shall have the respective meanings set forth in the Credit
Agreement.
SECTION 2. WAIVER TO THE CREDIT AGREEMENT.
2.1 The Majority Lenders hereby waive compliance with Section
7.24 of the
Credit Agreement (Fixed Charge Coverage Ratio) for the test
period ending on or
about December 31, 2004. The foregoing waiver shall not, except
for the specific
test period ending on or about December 31, 2004, constitute a
waiver of the
terms of Section 7.24 of the Credit Agreement.
SECTION 3. EFFECTIVENESS. This Waiver shall become effective on
such date
as counterparts of this Waiver executed by the Borrower, the
Guarantors, the
Majority Lenders and the Administrative Agent shall have been
delivered to the
Administrative Agent.
SECTION 4. COUNTERPARTS. This Waiver may be executed in
counterparts, each
of which shall be an original, and all of which, taken together,
shall
constitute a single instrument. This Waiver shall be governed
by, and construed
in accordance with, the laws of the State of New York.
<PAGE>
SECTION 5. REFERENCES TO CREDIT AGREEMENT. From and after
the
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