EXECUTION COPY
AMENDMENT NO. 2 TO CREDIT AGREEMENT
This AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of March 11, 1999
(this "Amendment"), amends in certain respects the Credit Agreement dated as of
June 12, 1997, as amended and restated as of February 27, 1998 (as amended,
amended and restated, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among Foamex L.P. ("Foamex" or the "Borrower"), FMXI, Inc.
("FMXI"), the institutions from time to time party thereto as Lenders, the
institutions from time to time party thereto as Issuing Banks, Citicorp USA,
Inc. ("Citicorp") as collateral agent (the "Collateral Agent") and The Bank of
Nova Scotia, as funding agent (the "Funding Agent", and together with the
Collateral Agent, the "Administrative Agents").
W I T N E S S E T H:
WHEREAS, the Borrower (which has executed this Amendment) has requested
the undersigned, which constitute the Requisite Lenders, to amend the Credit
Agreement as set forth herein. The Lenders party hereto have agreed to amend the
Credit Agreement to accommodate the request of the Borrower contained herein,
subject to the terms set forth herein.
NOW, THEREFORE, in consideration of the above recital of the Borrower,
FMXI, the Lenders party hereto and the Administrative Agents agree as follows:
SECTION 1. Defined Terms. Terms defined in the Credit Agreement and
not otherwise defined herein have the meanings given such terms in the Credit
Agreement.
SECTION 2. Amendments to the Credit Agreement. The Credit Agreement is
hereby amended as follows:
2.1. Amendment to "Applicable Margin" Definition. The definition of
"Applicable Margin" in Section 1.01 of the Credit Agreement is hereby amended
and restated in its entirety by inserting the following in lieu thereof:
'Applicable Margin' means at all times as follows:
(a) with respect to the unpaid principal amount of each Revolving
Loan maintained as a Base Rate Loan, the applicable percentage set forth
in the chart below subclause (b) under the column entitled "Applicable
Margin for Base Rate Loans";
(b) with respect to the unpaid principal amount of each Revolving
Loan maintained as a LIBO Rate Loan, the applicable percentage set forth
in the chart below this subclause (b) under the column entitled
"Applicable Margin for LIBO Rate Loans";
Total Net Debt to Applicable Margin Applicable Margin
EBDAIT Ratio for LIBO Rate Loans for Base Rate Loans
------------ ------------------- -------------------
Less than 4.50 2.50% 1.50%
Greater than or 2.75% 1.75%
equal to 4.50 and
less than 5.00
Greater than or 3.00% 2.00%
equal to 5.00 and
less than 5.50
Greater than or 3.25% 2.25%
equal to 5.50;
(c) with respect to the unpaid principal amount of each Term B
Loan maintained as a Base Rate Loan: 2.50%;
(d) with respect to the unpaid principal amount of each Term B
Loan maintained as a LIBO Rate Loan: 3.50%;
(e) with respect to the unpaid principal amount of each Term C
Loan maintained as a Base Rate Loan: 2.75%;
(f) with respect to the unpaid principal amount of each Term C
Loan maintained as a LIBO Rate Loan: 3.75%;
(g) with respect to the unpaid principal amount of each Term D
Loan maintained as a Base Rate Loan: 2.875%; and
(h) with respect to the unpaid principal amount of each Term D
Loan maintained as a LIBO Rate Loan: 3.875%.
The Total Net Debt to EBDAIT Ratio used to compute the Applicable Margin
for Revolving Loans following the Effective Date shall be the Total Net Debt to
EBDAIT Ratio set forth in the Compliance Certificate most recently delivered by
the Borrower to the Administrative Agents; changes in the Applicable Margin for
Revolving Loans resulting from a change in the Total Net Debt to EBDAIT Ratio
shall become effective as to all applicable Loans upon delivery by the Borrower
to the Administrative Agents of a new Compliance Certificate pursuant to Section
7.01(d)(ii). Notwithstanding anything to the contrary set forth in this
Agreement (including the then effective Total Net Debt to EBDAIT Ratio), the
Applicable Margin for Revolving Loans shall be 3.25% for LIBO Rate Loans and
2.25% for Base Rate Loans, in each case for the period commencing on March 12,
1999 and ending on the delivery of the Compliance Certificate in respect of the
Borrower=s fourth Fiscal Quarter of Fiscal Year 1999. If the
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Borrower shall fail to deliver a Compliance Certificate within 50 days after the
end of any Fiscal Quarter (or within 60 days, in the case of the last Fiscal
Quarter of the Fiscal Year) as required pursuant to Section 7.01(d)(ii), the
Applicable Margin from and including the 51st (or 61st, as the case may be) day
after the end of such Fiscal Quarter to but not including the date the Borrower
delivers to the Administrative Agents a Compliance Certificate shall
conclusively equal the highest Applicable Margin for Revolving Loans set forth
above. If the Borrower delivers a Compliance Certificate pursuant to Section
7.01(d) (an "Annual Compliance Certificate") with respect to the audited annual
financial statements of the Borrower and its Subsidiaries for a Fiscal Year
which shows a variance in the computation of the Total Net Debt to EBDAIT Ratio
from such computation set forth in the Compliance Certificate delivered pursuant
to Section 7.01(d) (a "Monthly Compliance Certificate") in connection with the
last month of such Fiscal Year and the result of such variance is that the
Borrower received a decrease in the Applicable Margin for Revolving Loans upon
the delivery of the Monthly Compliance Certificate which it would not have been
entitled to receive based upon the Annual Compliance Certificate, then the
Borrower shall, within five days, deliver to the Funding Agent for the pro rata
distribution to the Lenders entitled to receive such payment, an amount equal to
the difference between the interest which would have accrued on the applicable
Loans which would have been payable if such higher Applicable Margin had been in
effect and the actual accrual of interest on the applicable Loans based upon the
incorrect Applicable Margin. Any change in the Applicable Margin for Revolving
Loans shall be effective as of the effective date of any such change in such
Applicable Margin with respect to any Revolving Loans then outstanding."
2.2. Amendment to "EBDAIT" definition. The definition of "EBDAIT" in
Section 1.01 of the Credit Agreement is hereby amended and restated in its
entirety by inserting the following in lieu thereof:
"'EBDAIT' means, for any period, (a) the sum of the amounts for
such period of (i) Consolidated Net Income plus (ii) consolidated
depreciation, amortization expense and other non-cash charges other than
those described in the proviso below plus (iii) Consolidated Interest
Expense plus (iv) Federal, state, local and foreign income taxes
provided for by the Borrower and its Subsidiaries plus, without
duplication, (v) any losses from the debt extinguishment and other
charges incurred in connection with the Transaction in an aggregate
amount not to exceed $12,000,000; (b) minus (i) extraordinary gains (or
plus extraordinary losses) from asset sales calculated pursuant to GAAP
for such period to the extent such gains or losses were included in the
calculation of Consolidated Net Income minus (ii) interest or investment
income; provided, however, that solely for the purpose of calculating
Article X financial covenants for the fourth Fiscal Quarter of Fiscal
Year 1998 and the first three Fiscal Quarters of Fiscal Year 1999, there
shall be excluded from the computation of EBDAIT, non-recurring
operating costs in an aggregate total amount of $25,100,000, all as more
fully described in the Credit Facility Amendment Presentation, dated
March 2, 1999."
2.3. Amendment to "Net Worth" definition. The definition of "Net Worth"
in Section 1.01 of the Credit Agreement is hereby amended and restated in its
entirety by inserting the following in lieu thereof:
"'Net Worth' means, at any time, with respect to any Person (a) the sum
of (i) total consolidated assets of such Person plus (ii) non-recurring charges
incurred in connection with the acquisition of the assets and liabilities of
Xxxxx Industries and its Subsidiaries in an aggregate amount not to exceed
$27,500,000, plus (iii) the redemption premium paid on the Existing Xxxxx Notes,
plus (iv) non-recurring operating costs in an aggregate total amount of
$25,100,000, all as more fully described in the Credit Facility Amendment
Presentation dated March 2, 1999, minus (b) total consolidated liabilities of
such Person (it being understood that Equity Interests in such Person shall not
constitute liabilities except to the extent such Equity Interests are
Indebtedness). Assets and liabilities shall be determined in accordance with
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GAAP, except that Investments in and moneys due from Affiliates of the Borrower
and its Subsidiaries (other than (A) Investments in Affiliates permitted under
Section 9.04(iv) and (B) other Investments permitted under Section 9.04 (other
than Section 9.04(x)) and not recorded as an asset under GAAP, shall be added
back to total consolidated assets) shall be excluded from or added back, as
applicable, to total consolidated assets of the Borrower and its Subsidiaries
(other than trade receivables due from Affiliates incurred in the ordinary
course of business less than sixty (60) days past due)."
2.4. Amendment to Article X. Sections 10.01, 10.02, 10.03 and 10.04 of
Article X of the Credit Agreement are each hereby amended and restated in their
entirety by inserting the following in lieu thereof (1/):
"10.01 Minimum Net Worth. The Net Worth of the Borrower and its
Subsidiaries on a consolidated basis at all times during any period from the
last day of the Fiscal Quarter in each Fiscal Year of the Borrower set forth
below to the next to last day of the next succeeding Fiscal Quarter shall not be
less than the minimum amount set forth opposite the first such Fiscal Quarter:
Fiscal Quarter Minimum Net Worth
-------------- (in millions)
-------------
Fourth fiscal quarter of 1997 $(146.4)
First fiscal quarter of 1998 (150.0)
Second fiscal quarter of 1998 (142.5)
Third fiscal quarter of 1998 (135.0)
Fourth fiscal quarter of 1998 [(142.0)]
First fiscal quarter of 1999 [(139.5)]
Second fiscal quarter of 1999 [(130.5)]
Third fiscal quarter of 1999 [(120.9)]
Fourth fiscal quarter of 1999 [(116.8)]
First fiscal quarter of 2000 [(111.5)]
Second fiscal quarter of 2000 [(106.2)]
Third fiscal quarter of 2000 [(100.9)]
Fourth fiscal quarter of 2000 [(90.0)]
First fiscal quarter of 2001 [(84.0)]
Second fiscal quarter of 2001 [(79.0)]
Third fiscal quarter of 2001 [(74.0)]
Fourth fiscal quarter of 2001 [(65.0)]
--------
1/ Brackets indicate new information. The remainder of the data remains
unchanged.
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Fiscal Quarter Minimum Net Worth
-------------- (in millions)
-------------
First fiscal quarter of 2002 (33.4)
Second fiscal quarter of 2002 (25.7)
Third fiscal quarter of 2002 (15.5)
Fourth fiscal quarter of 2002 (5.3)
First fiscal quarter of 2003 1.2
Second fiscal quarter of 2003 9.6
Third fiscal quarter of 2003 20.7
Fourth fiscal quarter of 2003 31.9
First fiscal quarter of 2004 38.9
Second fiscal quarter of 2004 47.8
Third fiscal quarter of 2004 59.7
Fourth fiscal quarter of 2004 71.6
First fiscal quarter of 2005 79.5
Second fiscal quarter of 2005 89.7
Third fiscal quarter of 2005 103.2
Fourth fiscal quarter of 2005 116.8
First fiscal quarter of 2006 123.8
Second fiscal quarter of 2006 131.8
Third fiscal quarter of 2006 136.8
Fourth fiscal quarter of 2006 and 141.8
thereafter"
"10.02 Minimum Interest Coverage Ratio10.02 Minimum Interest Coverage
Ratio. The Interest Coverage Ratio of the Borrower and its Subsidiaries on a
consolidated basis, as determined as of the last day of each Fiscal Quarter of
the Borrower set forth below for the four Fiscal Quarter period ending on such
date, shall not be less than the minimum ratio set forth opposite such Fiscal
Quarter:
Fiscal Quarter Minimum Ratio
-------------- -------------
Fourth fiscal quarter of 1997 2.50:1.00
First fiscal quarter of 1998 2.00:1.00
Second fiscal quarter of 1998 2.00:1.00
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Fiscal Quarter Minimum Ratio
-------------- -------------
Third fiscal quarter of 1998 2.00:1.00
Fourth fiscal quarter of 1998 [1.70:1.00]
First fiscal quarter of 1999 [1.60:1.00]
Second fiscal quarter of 1999 [1.60:1.00]
Third fiscal quarter of 1999 [1.60:1.00]
Fourth fiscal quarter of 1999 [1.80:1.00]
First fiscal quarter of 2000 [1.80:1.00]
Second fiscal quarter of 2000 [1.80:1.00]
Third fiscal quarter of 2000 [1.80:1.00]
Fourth fiscal quarter of 2000 [2.00:1.00]
First fiscal quarter of 2001 [2.00:1.00]
Second fiscal quarter of 2001 [2.00:1.00]
Third fiscal quarter of 2001 [2.00:1.00]
Fourth fiscal quarter of 2001 [2.00:1.00]
First fiscal quarter of 2002 2.75:1.00
Second fiscal quarter of 2002 2.75:1.00
Third fiscal quarter of 2002 2.75:1.00
Fourth fiscal quarter of 2002 3.00:1.00
First fiscal quarter of 2003 3.00:1.00
Second fiscal quarter of 2003 3.00:1.00
Third fiscal quarter of 2003 3.00:1.00
Fourth fiscal quarter of 2003 3.00:1.00
First fiscal quarter of 2004 3.00:1.00
Second fiscal quarter of 2004 3.00:1.00
Third fiscal quarter of 2004 3.00:1.00
Fourth fiscal quarter of 2004 3.00:1.00
First fiscal quarter of 2005 3.00:1.00
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Fiscal Quarter Minimum Ratio
-------------- -------------
Second fiscal quarter of 2005 3.00:1.00
Third fiscal quarter of 2005 3.00:1.00
Fourth fiscal quarter of 2005 3.00:1.00
First fiscal quarter of 2006 3.00:1.00
Second fiscal quarter of 2006 and 3.00:1.00
thereafter"
"10.03 Minimum Fixed Charge Coverage Ratio. The Fixed Charge Coverage
Ratio of the Borrower and its Subsidiaries on a consolidated basis, as
determined as of the last day of each Fiscal Quarter of the Borrower set forth
below for the four Fiscal Quarter period ending on such date, shall not be less
than the minimum ratio set forth opposite such Fiscal Quarter:
Fiscal Quarter Minimum Ratio
-------------- -------------
Fourth fiscal quarter of 1997 1.10:1.00
First fiscal quarter of 1998 1.10:1.00
Second fiscal quarter of 1998 1.10:1.00
Third fiscal quarter of 1998 1.10:1.00
Fourth fiscal quarter of 1998 1.25:1.00
First fiscal quarter of 1999 [1.10:1.00]
Second fiscal quarter of 1999 [1.10:1.00]
Third fiscal quarter of 1999 [1.10:1.00]
Fourth fiscal quarter of 1999 1.25:1.00
First fiscal quarter of 2000 1.00:1.00
Second fiscal quarter of 2000 1.00:1.00
Third fiscal quarter of 2000 1.00:1.00
Fourth fiscal quarter of 2000 1.00:1.00
First fiscal quarter of 2001 1.25:1.00
Second fiscal quarter of 2001 1.25:1.00
Third fiscal quarter of 2001 1.25:1.00
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Fiscal Quarter Minimum Ratio
-------------- -------------
Fourth fiscal quarter of 2001 1.25:1.00
First fiscal quarter of 2002 1.25:1.00
Second fiscal quarter of 2002 1.25:1.00
Third fiscal quarter of 2002 1.25:1.00
Fourth fiscal quarter of 2002 1.25:1.00
First fiscal quarter of 2003 1.25:1.00
Second fiscal quarter of 2003 1.25:1.00
Third fiscal quarter of 2003 1.25:1.00
Fourth fiscal quarter of 2003 1.25:1.00
First fiscal quarter of 2004 1.00:1.00
Second fiscal quarter of 2004 1.00:1.00
Third fiscal quarter of 2004 1.00:1.00
Fourth fiscal quarter of 2004 1.00:1.00
First fiscal quarter of 2005 1.00:1.00
Second fiscal quarter of 2005 1.00:1.00
Third fiscal quarter of 2005 1.00:1.00
Fourth fiscal quarter of 2005 1.00:1.00
First fiscal quarter of 2006 1.00:1.00
Second fiscal quarter of 2006 and 1.00:1.00
thereafter"
"10.04 Maximum Leverage RatioA10.04 Maximum Leverage Ratio. The Total
Net Debt to EBDAIT Ratio of the Borrower and its Subsidiaries on a consolidated
basis, as determined as of the last day of each Fiscal Quarter of the Borrower
set forth below for the four Fiscal Quarter period ending on such date, shall
not exceed the maximum ratio set forth below:
Fiscal Quarter Maximum Ratio
-------------- -------------
Fourth fiscal quarter of 1997 5.75:1.00
First fiscal quarter of 1998 5.50:1.00
Second fiscal quarter of 1998 5.50:1.00
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Fiscal Quarter Maximum Ratio
-------------- -------------
Third fiscal quarter of 1998 5.25:1.00
Fourth fiscal quarter of 1998 [6.00:1.00]
First fiscal quarter of 1999 [6.00:1.00]
Second fiscal quarter of 1999 [6.00:1.00]
Third fiscal quarter of 1999 [6.00:1.00]
Fourth fiscal quarter of 1999 [5.50:1.00]
First fiscal quarter of 2000 [5.50:1.00]
Second fiscal quarter of 2000 [5.50:1.00]
Third fiscal quarter of 2000 [5.50:1.00]
Fourth fiscal quarter of 2000 [4.75:1.00]
First fiscal quarter of 2001 [4.75:1.00]
Second fiscal quarter of 2001 [4.75:1.00]
Third fiscal quarter of 2001 [4.75:1.00]
Fourth fiscal quarter of 2001 [4.25:1.00]
First fiscal quarter of 2002 3.00:1.00
Second fiscal quarter of 2002 3.00:1.00
Third fiscal quarter of 2002 3.00:1.00
Fourth fiscal quarter of 2002 3.00:1.00
First fiscal quarter of 2003 3.00:1.00
Second fiscal quarter of 2003 3.00:1.00
Third fiscal quarter of 2003 3.00:1.00
Fourth fiscal quarter of 2003 3.00:1.00
First fiscal quarter of 2004 3.00:1.00
Second fiscal quarter of 2004 3.00:1.00
Third fiscal quarter of 2004 3.00:1.00
Fourth fiscal quarter of 2004 3.00:1.00
First fiscal quarter of 2005 3.00:1.00
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Fiscal Quarter Maximum Ratio
-------------- -------------
Second fiscal quarter of 2005 3.00:1.00
Third fiscal quarter of 2005 3.00:1.00
Fourth fiscal quarter of 2005 3.00:1.00
First fiscal quarter of 2006 3.00:1.00
Second fiscal quarter of 2006 and 3.00:1.00
thereafter"
SECTION 3. Consent to Amendment to the Foamex International Guaranty.
The Lenders signatory hereto hereby consent to an amendment of clause (A)(iii)
of Section 4.1.1 of the Foamex International Guaranty whereby the following
language shall be inserted between the phrase Athe proceeds of which shall be
retained by the Guarantor" and the word "and":
"or may be used by the Guarantor to repay indebtedness owed to
Subsidiaries of the Guarantor".
SECTION 4. Conditions to Effectiveness. This Amendment shall become
effective on the date hereof (the "Effective Date"), provided, that the
following conditions precedent have been satisfied (unless waived by the
Requisite Lenders or unless the deadline for delivery has been extended by the
Administrative Agents):
(i) Documents. The Administrative Agents shall have received on or
before the Effective Date all of the following in form and substance
satisfactory to the Requisite Lenders:
(a) this Amendment duly executed and in form and substance
satisfactory to the Requisite Lenders; and
(b) such additional documentation as the Administrative Agents or
any of the Requisite Lenders may reasonably request.
(ii) Consents. The Borrower shall have received all material
consents and authorizations required pursuant to any material
Contractual Obligation with any other Person and shall have obtained all
material consents and authorizations of, and effected all notices to and
filings with, any Governmental Authority, in each case, as may be
necessary to allow the Borrower to lawfully and without risk of
rescission, execute, deliver and perform, in all material respects, its
obligations under this Amendment and the Transaction Documents to which
it is, or is to be, a party and each other agreement or instrument to be
executed and delivered by it pursuant thereto or in connection
therewith.
(iii) Amendment Fee. The Administrative Agents shall have
received from the Borrower, on behalf of each Lender which has executed
this Amendment on or prior to the Effective Date, an amendment fee in
the amount of 3 of 1% of the outstanding Commitment and Loans of such
Lender under the Credit Agreement.
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(iv) No Legal Impediments. No law, regulation, order, judgment or
decree of any Governmental Authority shall, and neither Administrative
Agent shall have received, on or prior to the Effective Date, any notice
that litigation is pending or threatened which is likely to, impose or
result in the imposition of a Material Adverse Effect.
(v) No Change in Condition. No change in the condition (financial
or otherwise), business, performance, properties, assets, operations or
prospects of either Borrower or any of its Subsidiaries and its
subsidiaries shall have occurred since December 29, 1997, which change,
in the judgment of the Lenders, will have or is reasonably likely to
have a Material Adverse Effect.
(vi) No Default. After giving effect to this Amendment, no Event
of Default or Potential Event of Default shall have occurred.
(vii) Representations and Warranties. All of the representations
and warranties contained in Section 6.01 of the Credit Agreement and in
any of the other Loan Documents shall be true and correct in all
material respects on and as of the Effective Date.
SECTION 5. Representations and Warranties. The Borrower hereby
represents and warrants to the Lenders party hereto that (i) the execution,
delivery and performance of this Amendment by the Borrower are within the
Borrower=s partnership powers and have been duly authorized by all necessary
partnership action, and (ii) this Amendment constitutes the legal, valid and
binding obligation of the Borrower, enforceable against the Borrower, in
accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or other laws relating to or
limiting creditors= rights generally or by equitable principles generally.
SECTION 6. Reference to and Effect on the Loan Documents.
6.1. Upon the effectiveness of this Amendment, on and after the date
hereof each reference in the Credit Agreement to "this Agreement", "hereunder",
"hereof", "herein" or words of like import, and each reference in the other Loan
Documents to the Credit Agreement, shall mean and be a reference to the Credit
Agreement as amended hereby.
6.2. Except as specifically amended above, all of the terms of the
Credit Agreement and all other Loan Documents shall remain unchanged and in full
force and effect.
6.3. The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of any Lender or the Administrative Agents under the Credit
Agreement or any of the Loan Documents, nor constitute a waiver of any provision
of the Credit Agreement or any of the Loan Documents.
6.4. As of the Effective Date (after giving effect to this Amendment),
the Borrower is in compliance in all material respects with all applicable
terms, conditions and covenants of the Credit Agreement and other Loan
Documents.
SECTION 7. Execution in Counterparts. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute one and the same
agreement.
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SECTION 8. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO NEW YORK CONFLICTS OF LAWS PRINCIPLES.
SECTION 9. Guarantor Consent. By its signature below, Foamex
International hereby (i) consents to this Amendment in its capacity as a
guarantor under the Foamex International Guaranty, (ii) affirms its obligations
under such guaranty and (iii) agrees that any and all proceeds received by
Foamex International (net of paid (x) costs of sale and (y) costs of terminating
aircraft operations) as a result of the sale of its aircraft shall, within one
business day of receipt by Foamex International, be distributed to Subsidiaries
of the Guarantor as repayment of amounts owing by Foamex International to such
Subsidiaries.
SECTION 10. Headings. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment or be given any substantive effect.
SECTION 11. Successors and Assigns. This Amendment shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.
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IN WITNESS WHEREOF, this Amendment has been duly executed as of the date
first above written.
FOAMEX L.P.
By: FMXI, Inc., Its Managing General Partner
By /s/ Xxxxxx X. Xxxxx, Xx.
-----------------------------
Name: Xxxxxx X. Xxxxx, Xx.
Title: Vice President
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FMXI, INC.
By /s/ Xxxxxx X. Xxxxx, Xx.
-----------------------------
Name: Xxxxxx X. Xxxxx, Xx.
Title: Vice President
FOAMEX INTERNATIONAL INC., as a guarantor
By /s/ Xxxxxx X. Xxxxx, Xx.
-----------------------------
Name: Xxxxxx X. Xxxxx, Xx.
Title: Senior Vice President
CITIBANK, N.A., as Issuing Bank
By /s/ Shapleigh X. Xxxxx
-----------------------------
Name: Shapleigh X. Xxxxx
Title: Vice President
CITICORP USA, INC., as Administrative Agent,
Collateral Agent, individually as a Lender,
and as Intercreditor Collateral Agent
By /s/ Shapleigh X. Xxxxx
-----------------------------
Name: Shapleigh X. Xxxxx
Title: Vice President
THE BANK OF NOVA SCOTIA, as Administrative
Agent, Funding Agent, Issuing Bank,
individually as a Lender, and as
Intercreditor Agent
By /s/ X. X. Xxxxx
-----------------------------
Name: X. X. Xxxxx
Title: Senior Relationship Manager
AERIES FINANCE LTD.
By /s/ Xxxxxx Xxx Xxxxxxx
-----------------------------
Name: Xxxxxx Xxx Xxxxxxx
Title: Director
ALLSTATE LIFE INSURANCE COMPANY
By /s/ Xxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxx
By /s/ Xxxxxxx X. Xxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxx
Its Authorized Signatories
ALLSTATE INSURANCE COMPANY
By /s/ Xxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxx
Title: Authorized Signatory
By /s/ Xxxxxxx X. Xxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxx
Title: Authorized Signatory
BALANCED HIGH-YIELD FUND I LTD.
By: BHF-Bank Aktiengesellschaft acting
through its New York Branch as
Attorney-In-Fact
By /s/ Xxxxxx Xxxxxxxxx
-----------------------------
Name: Xxxxxx Xxxxxxxxx
Title: Assistant Treasurer
By /s/ Xxxxxx Xxxxx
-----------------------------
Name: Xxxxxx Xxxxx
Title: Assistant Vice President
THE BANK OF NEW YORK
By /s/ Xxxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
BANKBOSTON, N.A.
By /s/ Xxxxx X. Xxxxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Vice President
CERES FINANCE LTD.
By /s/ Xxxx X. Cullihane
-----------------------------
Name: Xxxx X. Cullihane
Title: Director
CAPTIVA FINANCE LTD.
By /s/ Xxxx X. Cullihane
-----------------------------
Name: Xxxx X. Cullihane
Title: Director
COMMERCIAL LOAN FUNDING TRUST I
By: Xxxxxx Commercial Paper Inc., not in its
individual capacity, but solely as
Administrative Agent
By /s/ Xxxxxxx Xxxxxxx
-----------------------------
Name: Xxxxxxx Xxxxxxx
Title: Authorized Signatory
By
-----------------------------
Name:
Title:
COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPEENNE
By /s/ Xxxxx X'Xxxxx
-----------------------------
Name: Xxxxx X'Xxxxx
Title: Vice President
By /s/ Xxxx Xxxxxxx
-----------------------------
Name: Xxxx Xxxxxxx
Title: First Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By /s/ Xxxxxxxx Xxxxx
-----------------------------
Name: Xxxxxxxx Xxxxx
Title: First Vice President-Manager
CRESCENT/MACH I PARTNERS, L.P.
By: TCW Asset Management Company Its
Investment Manager
By /s/ Xxxx X. Gold
-----------------------------
Name: Xxxx X. Gold
Title: Managing Director
CYPRESSTREE INVESTMENT MANAGEMENT
COMPANY, INC.
As: Attorney-in-Fact and on behalf of First
Allmerica Financial Life Insurance
Company as Portfolio Manager
By /s/ Xxxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Principal
DEBT STRATEGIES FUND, INC.
By /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Authorized Signatory
DEEPROCK & COMPANY
By: Xxxxx Xxxxx Management
as Investment Advisor
By /s/ Xxxxx X. Page
-----------------------------
Xxxxx X. Page
Vice President and Portfolio
Manager
DELANO COMPANY
By: Pacific Investment Management Company, as
its Investment Advisor
By: PIMCO Management Inc., a general partner
By /s/
-----------------------------
Name:
Title:
XXXXX XXXXX SENIOR INCOME TRUST
By: Xxxxx Xxxxx Management as Investment
Advisor
/s/ Xxxxx X. Page
-----------------------------
Xxxxx X. Page
Vice President and Portfolio Manager
THE FUJI BANK, LIMITED, NEW YORK BRANCH
By /s/ Xxxxx Xxxxxxxx
-----------------------------
Name: Xxxxx Xxxxxxxx
Title: Vice President and Manager
GENERAL ELECTRIC CAPITAL CORPORATION
By /s/ X. Xxxxxxxx
-----------------------------
Name: X. Xxxxxxxx
Title:
IMPERIAL BANK
By /s/ Xxxxx Xxxxxx
-----------------------------
Name: Xxxxx Xxxxxx
Title: Vice President
KZH CRESCENT LLC
By /s/ Xxxxxxxx Xxxxxx
-----------------------------
Name: Xxxxxxxx Xxxxxx
Title: Authorized Agent
KZH CRESCENT-2 LLC
By /s/ Xxxxxxxx Xxxxxx
-----------------------------
Name: Xxxxxxxx Xxxxxx
Title: Authorized Agent
KZH LANGDALE LLC
By /s/ Xxxxxxxx Xxxxxx
-----------------------------
Name: Xxxxxxxx Xxxxxx
Title: Authorized Agent
KZH ING-1 LLC
By /s/ Xxxxxxxx Xxxxxx
-----------------------------
Name: Xxxxxxxx Xxxxxx
Title: Authorized Agent
KZH SOLEIL LLC
By /s/ Xxxxxxxx Xxxxxx
-----------------------------
Name: Xxxxxxxx Xxxxxx
Title: Authorized Agent
MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
By /s/ Xxxxxx X. Xxxx
-----------------------------
Name: Xxxxxx X. Xxxx
Title: Second Vice President and Associate
General Counsel
MASSMUTUAL HIGH YIELD PARTNERS II, LLC
By: HYP MANAGEMENT INC. AS
MANAGING MEMBER
By /s/ Xxxx X. Xxxxx
-----------------------------
Name: Xxxx X. Xxxxx
Title: Vice President
XXXXXXX XXXXX SENIOR FLOATING RATE FUND, INC.
By /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Authorized Signatory
XXXXXXX XXXXX GLOBAL INVESTMENT SERIES:
INCOME STRATEGIES PORTFOLIO
By: Xxxxxxx Xxxxx Asset Management, L.P., as
Investment Advisor
By /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Authorized Signatory
METROPOLITAN LIFE INSURANCE COMPANY
By /s/ Xxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxx
Title: Director
THE MITSUBISHI TRUST AND BANKING CORPORATION
By /s/ Xxxxxxxxx Xxxxxxx
-----------------------------
Name: Xxxxxxxxx Xxxxxxx
Title: Senior Vice President
ML CBO IV (CAYMAN) LTD.
By: Highland Capital Management L.P., as
Collateral Manager
By /s/ Xxxxx Xxxxxxx
-----------------------------
Name: Xxxxx Xxxxxxx, CFA, CPA
Title: President
NATEXIS BANQUE (formerly Banque Francaise
du Commerce Exterieur)
By /s/ Xxxxxx Xxxxxx
-----------------------------
Name: Xxxxxx Xxxxxx
Title: Associate
By /s/ Xxxxx X. Xxxxxx, Xx.
-----------------------------
Name: Xxxxx X. Xxxxxx, Xx.
Title: Vice President and Group Manager
THE NORTHWESTERN MUTUAL LIFE INSURANCE
COMPANY
By /s/ Xxxxxxx X. Xxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Its Autorized Representative
NATIONSBANK, N.A.
By /s/ Xxxxx X. Xxxxxxxxx
-----------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: Managing Director
ORIX USA CORPORATION
By /s/ Xxxxxxxx Xxxxxxxx
-----------------------------
Name: Xxxxxxxx Xxxxxxxx
Title: Executive Vice President
OCTAGON LOAN TRUST
By: Octagon Credit Investors, as manager
By /s/ Xxxxx X. XxXxxxx
-----------------------------
Name: Xxxxx X. XxXxxxx
Title: Managing Director
OXFORD STRATEGIC INCOME FUND
By: Xxxxx Xxxxx Management
as Investment Advisor
By /s/ Xxxxx X. Page
-----------------------------
Name: Xxxxx X. Page
Title: Vice President and
Portfolio Manager
PAMCO CAYMAN LTD.
By: Highland Capital Management, L.P., as
Collateral Manager
By /s/ Xxxxx Xxxxxxx
-----------------------------
Name: Xxxxx Xxxxxxx, CFA, CPA
Title: President
XXX CAPITAL FUNDING, L.P.
By: Highland Capital Management, L.P., as
Collateral Manager
By /s/ Xxxxx Xxxxxxx
-----------------------------
Name: Xxxxx Xxxxxxx, CFA, CPA
Title: President
PILGRIM PRIME RATE TRUST
By: Pilgrim Investments, Inc., as its
Investment Manager
By /s/ Xxxxxxx X. XxXxxxx
-----------------------------
Name: Xxxxxxx X. XxXxxxx
Title: Assistant Vice President
ROYALTON COMPANY
By: Pacific Investment Management Company, as
its Investment Advisor
By: PIMCO Management Inc., a general partner
By /s/ Xxxxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Vice President
SENIOR HIGH INCOME PORTFOLIO, INC.
By /s/ Xxxxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Authorized Signatory
STRATA FUNDING LTD.
By /s/ Xxxx X. Cullihane
-----------------------------
Name: Xxxx X. Cullihane
Title: Director
SENIOR DEBT PORTFOLIO
By: Boston Management and Research, as
Investment Advisor
By /s/ Xxxxx X. Page
-----------------------------
Name: Xxxxx X. Page
Title: Vice President
TCW LEVERAGED INCOME TRUST, L.P.
By: TCW Advisers (Bermuda), Ltd., as General
Partner
By /s/ Xxxx X. Gold
-----------------------------
Name: Xxxx X. Gold
Title: Managing Director
By: TCW Investment Management Company, as
Investment Adviser
By /s/ Xxxxxx X. Xxxxxxxx
-----------------------------
Name: Xxxxxx X. Xxxxxxxx
Title: Senior Vice President
TORONTO DOMINION (TEXAS), INC.
By /s/ Xxxx X. Xxxxxxxx
-----------------------------
Name: Xxxx X. Xxxxxxxx
Title: Vice President
XXX XXXXXX CLO I, LIMITED
By: Xxx Xxxxxx American Capital Management
Inc., as Collateral Manager
By /s/ Xxxxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President and Director
XXX XXXXXX PRIME RATE INTEREST TRUST
By /s/ Xxxxxxx X. Xxxxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Senior Vice President and Director
