AMENDED CONFIRMATION
Date: June 13, 1997
To: Foamex L.P. ("Foamex")
Attention: Xxxxxx Xxxxxxxxx
Tel: 000-000-0000
Fax: 000-000-0000
From: Citibank, N.A. New York ("Citibank")
Fax No: 000-000-0000
Transaction Reference Numbers: 97L100, 96L205/96P047/94F98/94A93 and 96L206
The purpose of this letter agreement is to set forth the terms and
conditions of the Transaction entered into between us on the Trade Date referred
to below. This letter constitutes a "Confirmation" as referred to in the Master
Agreement specified below. This Confirmation amends, restates and supersedes any
prior Confirmation for Transaction Reference Numbers 97L100,
96L205/96P047/94F98/94A93 and 96L206.
The definitions and provisions contained in the 1991 ISDA Definitions
(as published by the International Swap Dealers Association, Inc.) are
incorporated into this Confirmation. In the event of any inconsistency between
those definitions and provisions and this Confirmation, this Confirmation will
govern.
1. This Confirmation supplements, forms a part of, and is subject to,
the Master Agreement dated as of March 21, 1994 (the "Agreement") between you
and us. All provisions contained in the Agreement shall govern this Confirmation
except as expressly modified below.
This will confirm our agreement to modify the following Transactions:
Our Transaction Reference Number: 96L205/96P047/94F98/94A93
Original Maturity Date: December 14, 2001
Notional Amount: USD 150,000,000
Our Transaction Reference Number: 96L206
Original Maturity Date: December 14, 2001
Notional Amount: USD 150,000,000
Page 1 of 5
Amendment date for this modification: June 5, 1997
Effective Date for this modification: June 12, 1997
All obligations of both parties with respect to these Transactions will be
terminated, except as provided below for Transaction Reference Number 97L100.
Any Termination Amount that would have been payable for the termination of the
above referenced Transactions has been incorporated into the Transaction
identified below.
Citibank pays Foamex USD 1,800,000 for value June 16, 1997.
3. The terms of the particular Transaction to which this
Confirmation relates are as follows:
Transaction Reference Number: 97L100
Notional Amount USD 150,000,000
Trade Date: June 5, 1997
Effective Date: June 12, 1997
Termination Date: June 12, 2007
Fixed Amounts:
--------------
Fixed Rate Payer: Citibank
Fixed Rate Payer Payment Dates: December 2, 1997 and thereafter each
June 12 and December 12 to and
including the Termination Date, subject
to adjustment in accordance with the
Modified Following Business Day
Convention
Fixed Rate: 6.44 percent
Fixed Rate Day Count Fraction: 30/360
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Floating Amounts:
-----------------
Floating Rate Payer: Foamex
Floating Rate Payer Payment Dates: December 12, 1997 and thereafter each
June 12 and December 12 to and
including the Termination Date, subject
to adjustment in accordance with the
Modified Following Business Day
Convention
Initial Calculation Period: From and including June 12, 1997 to but
excluding December 12, 1997
Floating Rate for the Initial
Calculation Period: 5.75 percent
Floating Rate for all Calculation
Periods commencing on
or after December 12, 1997: Either (1) the rate determined pursuant
to the USDA-LIBOR-BBA Floating Rate
Option with the Reset Date
corresponding to the first day of the
subject Calculation Period or (2) the
rate determined pursuant to the
USD-LIBOR-BBA Floating Rate Option with
the Reset Date corresponding to the
last day of the subject Calculation
Period, whichever is higher.
Designated Maturity: 6 Months
Floating Rate Day Count Fraction
for the Initial Calculation Period: 30/360
Floating Rate Day Count Fraction
for all Calculation Periods
commencing on or after
December 12, 1997: Actual 360
Business Days: New York and London
Calculation Agent: Citibank
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4. Cash Settlement Provision:
--------------------------
Provided that no Early Termination Date has occurred or been designated
with respect to this Transaction, each party may require this Transaction
to be terminated and the remaining payment obligations under this
Transaction to be settled and discharged on June 12, 2002 or any June 12
thereafter (the "Cash Settlement Date") by written or telephonic notice to
the other party at approximately 11:00 a.m., New York time, on the day that
is five Business Days prior to the Cash Settlement Date (the "Cash
Settlement Determination Date"). If such notice is given, Foamex shall pay
to Citibank (or Citibank shall pay to Foamex) such amount in respect of the
termination of this Transaction as Citibank shall determine in its sole
discretion (the "Cash Settlement Amount"). The remaining payment
obligations of each party under this Transaction shall be settled and
discharged by payment of the Cash Settlement Amount on the Cash Settlement
Date.
Upon payment of the Cash Settlement Amount and settlement of the Fixed
Amount and Floating Amount (if any) payable on the Cash Settlement Date,
this Transaction shall terminate and neither party shall have any further
rights or obligations hereunder.
5. Addition Provision:
-------------------
The parties hereto acknowledged that (i) the Schedule to the Master
Agreement dated as of March 21, 1994 between Foamex and Citibank will be
amended to, among other things, change the definition of "Credit Agreement"
to refer to the new USD 480,000,000 Credit Agreement to be entered into on
or about June 12, 1997 (substantially in the form of the draft thereof
dated June 4, 1997) among Foamex, certain of its affiliates, the
institutions party thereto as lenders and issuing banks and Citicorp USA,
Inc. and The Bank of Nova Scotia, as Administrative Agents (the "New Credit
Agreement") and (ii) this Transaction is being entered into by Citibank in
reliance on (A) the execution of the New Credit Agreement in substantially
the form of the draft thereof dated June 4, 1997 by no later than June 16,
1997 (or such later date as shall be agreed to between Foamex and Citibank)
and (B) the grant by Foamex and each of its Subsidiaries incorporated in
the United States of a lien on substantially all of the assets of Foamex
and each of such Subsidiaries as security for Foamex's obligations under
this Transaction and the other Obligations under, and as defined in, the
New Credit Agreement.
If Foamex fails to execute and deliver or to negotiate in good faith the
New Credit Agreement by June 16, 1997 (or such later date as shall be
agreed to between Foamex and Citibank), Citibank may give Foamex notice
that an Additional Termination Event has occurred and is continuing with
respect to Foamex, in which event Foamex will be the only Affected Party.
Page 4 of 5
6. Account Details
---------------
Payments to Citibank: Account for payments:
Citibank, N.A. New York
ABA #000000000
Account No. 00000000
Financial Futures
Reference Swap 97L100
Payments to Foamex: Account for payments:
Citibank, N.A. New York
ABA #000000000
Account No. 4059-7235
Account Name: Foamex L.P.
Reference: Swap 97L100
Foamex hereby agrees (a) to check this Confirmation (Reference No.
97L100) carefully and immediately upon receipt so that errors or discrepancies
can be promptly identified and rectified and (b) to confirm that the foregoing
correctly sets forth the terms of the agreement between Citibank and Foamex with
respect to the particular Transaction to which this Confirmation relates, by
manually signing this Confirmation and providing the other information requested
herein and immediately returning an executed copy to Facsimile No. 000-000-0000.
Very truly yours,
CITIBANK, N.A. NEW YORK
By: /s/ Xxxxx Xxxxx
---------------
Name: XXXXX XXXXX, AVP
GRB O&T
000 Xxxx Xxx./00xx Xx./Zn. 1
(000) 000-0000
Agreed and Accepted By:
FOAMEX L.P.
By: /s/ X.X. Xxxxxxxxx
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Name: X.X. Xxxxxxxxx
------------------
Title: Vice President
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