Exhibit 4.15.12
AMENDMENT NO. 1
TO DEBTOR-IN-POSSESSION CREDIT AGREEMENT
AMENDMENT NO. 1 TO DEBTOR-IN-POSSESSION CREDIT AGREEMENT ("this
Amendment"), dated as of January 31, 2006, among FOAMEX L.P., as a debtor and
debtor-in-possession under Chapter 11 of the Bankruptcy Code (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, each as a
debtor and debtor-in-possession under Chapter 11 of the Bankruptcy Code, Foamex
Canada Inc. as a debtor company and applicant under the Companies' Creditors
Arrangement Act (Canada) as a guarantor, the lenders party thereto, the
Administrative Agent and Banc of America Securities LLC ("BAS") as sole lead
arranger and sole book manager, entered into a certain Debtor-in-Possession
Credit Agreement, dated as of September 22, 2005 (as amended, restated,
supplemented or otherwise modified from time to time, the "Credit Agreement");
WHEREAS, the Borrower, the Guarantors, the Majority Lenders and the
Administrative Agent desire to amend the cover page to 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. AMENDMENT TO CREDIT AGREEMENT. The cover page to the Credit
Agreement is hereby amended to read as set forth in Exhibit A attached hereto.
SECTION 3. EFFECTIVENESS. This Amendment shall become effective on such
date as counterparts of this Amendment 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 Amendment may be executed in counterparts,
each of which shall be an original, and all of which, taken together, shall
constitute a single instrument. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.
SECTION 5. REFERENCES TO CREDIT AGREEMENT. From and after the effectiveness
of this Amendment and the amendment 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 amended and modified by this
Amendment, and all references
in other documents to the Credit Agreement shall mean such agreement as amended
and modified by this Amendment.
SECTION 6. RATIFICATION AND CONFIRMATION. The Credit Agreement is hereby
ratified and confirmed and remains in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the day and year
first above written.
"BORROWER"
FOAMEX L.P., a Debtor and Debtor-in-Possession
By: FMXI, Inc., its Managing General Partner,
a Debtor and Debtor-in-Possession
By: /s/ Xxxxxx X. Xxxxxxxxx
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Title: Vice President
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"GUARANTORS"
FOAMEX L.P., a Debtor and Debtor-in-Possession
By: FMXI, Inc., its Managing General Partner,
a Debtor and Debtor-in-Possession
By: /s/ Xxxxxx X. Xxxxxxxxx
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Title: Vice President
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FMXI, INC., a Debtor and Debtor-in-Possession
By: /s/ Xxxxxx X. Xxxxxxxxx
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Title: Vice President
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FOAMEX INTERNATIONAL INC., a Debtor and
Debtor-in-Possession
By: /s/ Xxxxxx X. Xxxxxxxxx
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Title: Senior Vice President
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FOAMEX CANADA INC., a Debtor Company and
Applicant
By: /s/ Xxxxxx X. Xxxxxxxxx
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Title: Treasurer
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FOAMEX CAPITAL CORPORATION, a Debtor
and Debtor-in-Possession
By: /s/ Xxxxxx X. Xxxxxxxxx
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Title: Vice President
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FOAMEX LATIN AMERICA, INC., a Debtor and
Debtor-in-Possession
By: /s/ Xxxxxx X. Xxxxxxxxx
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Title: Vice President
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FOAMEX MEXICO, INC., a Debtor and Debtor-
in-Possession
By: /s/ Xxxxxx X. Xxxxxxxxx
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Title: Vice President
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FOAMEX MEXICO II, INC., a Debtor and Debtor-
in Possession
By: /s/ Xxxxxx X. Xxxxxxxxx
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Title: Vice President
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FOAMEX ASIA, INC., a Debtor and Debtor-in-
Possession
By: /s/ Xxxxxx X. Xxxxxxxxx
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Title: Vice President
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FOAMEX CARPET CUSHION LLC, a Debtor and
Debtor-in-Possession
By: /s/ Xxxxxx X. Xxxxxxxxx
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Title: Vice President
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"ADMINISTRATIVE AGENT"
BANK OF AMERICA, N.A., as the Administrative Agent
By: /s/ Xxxxxxx X. Xxxxxx
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Title: Vice President
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"LENDERS"
BANK OF AMERICA, N.A.
By: /s/ Xxxxxxx X. Xxxxxx
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Title: Vice President
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GENERAL ELECTRIC CAPITAL CORPORATION
By: /s/ Xxxxx Xxxxxxxx
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Title: Duly Authorized Signatory
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WACHOVIA BANK, NATIONAL
ASSOCIATION
By: /s/ Xxxxxx X. Xxxxxx
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Title: Vice President
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XXXXX FARGO FOOTHILL, LLC
By: /s/ Xxxx Xxxxxxx
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Title: Vice President
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XXXXXXX XXXXX CAPITAL, a
division of Xxxxxxx Xxxxx
Business Financial Services
Inc.
By: /s/ Xxxxx Xxxx
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Title: Vice President
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THE CIT GROUP/BUSINESS CREDIT, INC.
By: /s/ Xxxxxxx X. XxXxxxxx
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Title: Assistant Vice President
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