EXHIBIT M
AMENDED AND RESTATED
JOINT FILING AGREEMENT AND POWER OF ATTORNEY
The undersigned hereby acknowledge and agree that the
foregoing Amendment No. 6 to the statement on Schedule 13D, executed in
accordance with and pursuant to the power of attorney set forth below or
otherwise, is filed on behalf of each of us executing such documents, by power
of attorney or otherwise, and that all subsequent amendments to this statement
on Schedule 13D shall be filed on behalf of each of the undersigned by a single
joint filing pursuant to Paragraph (f) of Rule 13d-1 of the Securities Exchange
Act of 0000 (xxx "Xxxxxxxx Xxx").
The undersigned acknowledge that each shall be responsible for
the timely filing of such amendments, and for the completeness and accuracy of
the information concerning it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others,
except to the extent it knows or has reason to believe that such information is
inaccurate.
Each person whose signature appears below hereby constitutes
and appoints XXXXXX X. XXXXX his true and lawful attorney-in-fact and agent, for
him and in name, place and stead, in any and all capacities, to sign any and all
filings on Schedule 13D under the Exchange Act, and any amendment thereto,
relating to the securities of FOAMEX INTERNATIONAL INC., and to file the same
with the Securities and Exchange Commission, and hereby grants to such
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do, hereby ratifying and confirming all that
such attorney-in-fact and agent may lawfully do or cause to be done by virtue
hereof in connection with such filings.
This agreement may be executed in any number of counterparts
and all of such counterparts taken together shall constitute one and the same
instrument.
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IN WITNESS WHEREOF, the undersigned have caused this Joint
Filing Agreement and Power of Attorney to be duly executed and delivered as of
the 16th day of March, 1998
TRACE INTERNATIONAL HOLDINGS, INC.
By:/s/ Xxxxxxxx X. Xxxxx
Name: Xxxxxxxx X. Xxxxx
Title: Chairman and Chief
Executive Officer
TRACE FOAM SUB, INC.
By:/s/ Xxxxxxxx X. Xxxxx
Name: Xxxxxxxx X. Xxxxx
Title: Chairman of the Board and
President
By:/s/ Xxxxxxxx X. Xxxxx
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Xxxxxxxx X. Xxxxx
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