REVISED CONFIRMATION
Date: January 7, 1997
To: Foamex L.P. ("Foamex")
Attention: Xxxxxx Xxxxxxxxx
Fax No.: 000-000-0000
From: Citibank, N.A., New York ("Citibank")
Fax No.: 000-000-0000
Transaction Reference Number: 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. The terms and conditions of this Confirmation will have the
effect of replacing those of the certain interest rate swap agreement dated as
of June 14, 1993 by and between Foamex and Salomon Brothers Holding Company Inc.
assigned to Citibank by Foamex with an Effective Date evenherewith. This
Confirmation amends, restates and supersedes any prior Confirmation for this
Transaction.
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 31, 1994 (the "Agreement") between you and us. All
provisions contained in the Agreement shall govern this Confirmation except as
expressly modified below.
2. The terms of the particular Transaction to which this Confirmation relates
are as follows:
Notional Amount: USD $150,000,000
Trade Date: December 4, 1996
Effective Date: December 16, 1996
Termination Date: December 14, 2001
Foamex Fixed Amounts for the Calculation Periods from and including December 16,
1996 to but excluding December 14, 1997:
Foamex Fixed Rate Payer Payment
Dates: June 14, 1997 and
December 14, 1997, subject
to adjustment in accordance
with the Modified Following
Business Day Convention.
Fixed Rate: 5.30 percent
Fixed Rate Day Count Fraction: 30/360
Foamex Floating Amounts for all Calculation Periods from and including December
14, 1997 to but excluding December 14, 2001:
Floating Rate Payer: Foamex
Foamex Floating Rate Payer Payment Dates: Semiannually on each June
14 and December 14
commencing June 14, 1998 to
and including the
Termination Date, subject
to adjustments in
accordance with the
Modified Following Business
Day Convention; provided,
however, if for any
Calculation Period,
commencing on or after
December 14, 1997, the
Foamex Floating Rate is
equal to or less than 4.50
percent, no Foamex Floating
Amounts shall be due to
Citibank for said
Calculation Period or any
subsequent Calculation
Period.
Floating Rate: Either (1) the Floating
Rate determined pursuant to
the USD-LIBOR-BBA Floating
Rate Option with the Reset
Date on the first day of
the subject Calculation
Period or (2) the Floating
Rate determined pursuant to
the USD-LIBOR-BBA Floating
Rate Option with the Reset
Date on the last day of the
subject Calculation Period,
whichever is higher (the
"Foamex Floating Rate").
Designated Maturity: 6 Months
Compounding: Inapplicable
Floating Rate Payer Day Count Fraction: Actual/360
-2-
Citibank Fixed Amounts for the Calculation Periods from and including December
16, 1996 to but excluding December 14, 2001:
Citibank Fixed Rate Payer Payment Dates: Semiannually on each June
14 and December 14
commencing June 14, 1997 to
and including the
Termination Date, subject
to adjustment in accordance
with the Modified Following
Business Day Convention;
provided, however, if for
any Calculation Period,
commencing on or after
December 14, 1997, the
Foamex Floating Rate is
equal to or less than 4.50
percent, no Citibank Fixed
Amounts shall be due to
Foamex for said Calculation
Period or any subsequent
Calculation Period.
Fixed Rate: 6.50 percent
Fixed Rate Day Count Fraction: 30/360
3. Other:
Business Days: New York and London
Calculation Agent: Citibank
4. Account Details:
Payments to Citibank: Account for payments:
Citibank, N.A., New York
ABA # 000000000
Account No.: 00000000
Financial Futures
Reference Swap 96L205
Payments to Foamex: Citibank, N.A., New York
ABA # 000000000
Account No.: 4058-7993
Account Name: Foamex L.P.
-3-
Foamex hereby agrees (a) to check this Confirmation (Reference No.: 96L206)
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/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Agreed and Accepted By:
FOAMEX L.P.
By: /s/ X. X. Xxxxxxxxx
Name: X. X. Xxxxxxxxx
Title: Vice President - Treasurer
REVISED CONFIRMATION
Date: January 7, 1997
To: Foamex L.P. ("Foamex")
Attention: Xxxxxx Xxxxxxxxx
Fax No.: 000-000-0000
From: Citibank, N.A., New York ("Citibank")
Fax No.: 000-000-0000
Transaction Reference Number: 96L205/96P047/94F98/94A93
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 this Transaction and Transaction 94A93/94F98/96P047.
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 31, 1994 (the "Agreement") between you and us. All
provisions contained in the Agreement shall govern this Confirmation except as
expressly modified below.
2. The terms of the particular Transaction to which this Confirmation relates
are as follows:
Notional Amount: USD $150,000,000
Amendment Date: December 4, 1996
Effective Date: December 16, 1996
Termination Date: December 14, 2001
Foamex Fixed Amounts for the Calculation Periods from and including December 16,
1996 to but excluding December 14, 1997:
Foamex Fixed Rate Payer Payment Dates: June 14, 1997 and
December 14, 1997, subject
to adjustment in accordance
with the Modified Following
Business Day Convention.
Fixed Rate: 5.30 percent
Fixed Rate Day Count Fraction: 30/360
Foamex Floating Amounts for all Calculation Periods from and including December
14, 1997 to but excluding December 14, 2001:
Foamex Floating Rate Payer
Payment Dates: Semiannually on each June
14 and December 14
commencing June 14, 1998 to
and including the
Termination Date, subject
to adjustment in accordance
with the Modified Following
Business Day Convention;
provided, however, if for
any Calculation Period,
commencing on or after
December 14, 1997, the
Foamex Floating Rate is
equal to or less than 4.50
percent, no Foamex Floating
Amounts shall be due to
Citibank for said
Calculation Period or any
subsequent Calculation
Period.
Floating Rate: Either (1) the Floating
Rate determined pursuant to
the USD-LIBOR-BBA Floating
Rate Option with the Reset
Date on the first day of
the subject Calculation
Period or (2) the Floating
Rate determined pursuant to
the USD-LIBOR-BBA Floating
Rate Option with the Reset
Date on the last day of the
subject Calculation Period,
whichever is higher (the
"Foamex Floating Rate").
Designated Maturity: 6 Months
Compounding: Inapplicable
Floating Rate Payer Day Count Fraction: Actual/360
-2-
Citibank Fixed Amounts for the Calculation Periods from and including December
16, 1996 to but excluding December 14, 2001:
Citibank Fixed Rate Payer Payment Dates: Semiannually on each June
14 and December 14
commencing June 14, 1997 to
and including the
Termination Date, subject
to adjustment in accordance
with the Modified Following
Business Day Convention;
provided, however, if for
any Calculation Period,
commencing on or after
December 14, 1997, the
Foamex Floating Rate is
equal to or less than 4.50
percent, no Citibank Fixed
Amounts shall be due to
Foamex for said Calculation
Period or any subsequent
Calculation Period.
Fixed Rate: 6.50 percent
Fixed Rate Day Count Fraction: 30/360
3. Other:
Business Days: New York and London
Calculation Agent: Citibank
4. Account Details:
Payments to Citibank: Account for payments:
Citibank, N.A., New York
ABA # 000000000 Account
No.: 00167679 Financial
Futures Reference Swap
96L205/96P047/94F98/94A93
Payments to Foamex: Citibank, N.A., New York
ABA # 000000000
Account No.: 4058-7993
Account Name: Foamex L.P.
Foamex hereby agrees (a) to check this Confirmation (Reference No.:
96L205/96P047/94F98/94A93) carefully and immediately upon receipt so that errors
or discrepancies can be promptly identified and rectified and (b) to confirm
-3-
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/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Agreed and Accepted By:
FOAMEX L.P.
By: /s/ X. X. Xxxxxxxxx
Name: X. X. Xxxxxxxxx
Title: Vice President - Treasurer
