FIRST AMENDMENT TO
MANAGEMENT AGREEMENT
THIS FIRST AMENDMENT TO MANAGEMENT AGREEMENT (the "Amendment")
is made as of June 12, 1997, by and between Foamex L.P., a Delaware limited
partnership ("Foamex"), and Trace Foam Company, Inc., a Delaware corporation
formerly known as '21' Foam Company, Inc. ("Trace").
W I T N E S S E T H:
WHEREAS, Foamex and Trace entered into that certain '21' Foam
Management Agreement, dated as of October 13, 1992 (the "Agreement");
WHEREAS, the rights and obligations of Foamex and Trace were
reaffirmed in the Affirmation Agreement, dated as of December 14, 1993, by and
among Foamex, Trace and FMXI, Inc., the managing general partner of Foamex;
WHEREAS, Foamex has acquired and disposed of several
businesses and the management of Foamex has become increasingly complex since
the date the Agreement was originally entered into; and
WHEREAS, Foamex and Trace desire to amend the Agreement as set
forth herein to increase the fees payable to Trace.
NOW, THEREFORE, in consideration of the premises and the
mutual covenants set forth herein and for other good, valid and binding
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, agree as follows:
1. Amendment of Section 2(a). The Agreement is hereby amended
by deleting the words "annual management fee of $1,750,000" from the definition
of "Management Fee" set forth in Section 2(a) and inserting in their place the
following words: "annual management fee of $3,000,000".
2. Governing Law. This Amendment shall be governed by and
construed and enforced in accordance with the laws of the State of New York.
4. Limitation. Except as expressly set forth herein, this
Amendment shall not be deemed to waive, amend or modify any term or condition of
the Agreement, each of which shall remain in full force and effect and are
hereby ratified and confirmed.
5. Counterparts. This Amendment may be executed in any number
of counterparts, each of which when executed and delivered will be deemed to be
an original, and all of which taken together will be deemed to be but one and
the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly authorized
as of the date first above written.
FOAMEX L.P.
By: FMXI, INC.
its Managing General Partner
By: /s/ Xxxxxx Xxxxxxxxx
Name: Xxxxxx Xxxxxxxxx
Title: Vice President
TRACE FOAM COMPANY, INC.
By: /s/ Xxxxxx X. Xxxxx, Xx.
Name: Xxxxxx X. Xxxxx, Xx.
Title: Vice President
