[Execution Copy]
FIRST AMENDMENT TO PARTNERSHIP PLEDGE AGREEMENT
This FIRST AMENDMENT TO PARTNERSHIP PLEDGE AGREEMENT (this
"Amendment"), dated as of December 23, 1997, amending in certain respects the
Partnership Pledge Agreement dated June 12, 1997 (as amended by this Amendment,
and as further amended, supplemented, amended and restated or modified from time
to time, being the "Partnership Pledge Agreement"), among Trace Foam Company,
Inc., a Delaware corporation ("Trace Foam"), FMXI, Inc., a Delaware corporation
("FMXI"), and Foamex International Inc., a Delaware corporation ("FII"; and if
together with Trace Foam and FMXI, the "Grantors"), in favor of Citicorp USA,
Inc., as collateral agent (together with any successor(s) thereto in such
capacity, the "Collateral Agent") for each of the Secured Parties.
WHEREAS, pursuant to a Credit Agreement, dated as of June 12, 1997 (the
"Existing Credit Agreement"), among Foamex L.P., a Delaware limited partnership
("Foamex" or a "Borrower"), General Felt Industries, Inc., a Delaware
corporation (a "Borrower"; and, if together with Foamex, the "Borrowers"), Trace
Foam, a general partner of Foamex, FMXI, managing general partner of Foamex, the
Lenders, the Issuing Banks and Citicorp USA, Inc., as Collateral Agent for the
Lenders and the Issuing Banks and The Bank of Nova Scotia, as Funding Agent for
the Lenders and the Issuing Banks (together with the Collateral Agent, the
"Administrative Agents"), the Lenders and the Issuing Banks have extended
Commitments to make Credit Extensions to the Borrowers;
WHEREAS, the Existing Credit Agreement is to be amended by the First
Amendment to Credit Agreement, dated as of December 23, 1997 (the "First
Amendment to Credit Agreement", the Existing Credit Agreement as amended by the
First Amendment to Credit Agreement and as further amended, supplemented,
amended and restated or modified from time to time, being the "Credit
Agreement"), among the Borrowers, Trace Foam, FMXI, the Lenders, the Issuing
Banks and the Administrative Agents;
WHEREAS, as a condition precedent to the effectiveness of the First
Amendment to Credit Agreement, Xxxxx Industries, Inc., a Delaware corporation
("Xxxxx"), is required to execute and deliver this Amendment;
WHEREAS, Xxxxx has duly authorized the execution, delivery and
performance of this Amendment;
WHEREAS, it is in the best interests of Xxxxx to execute this Amendment
inasmuch as Xxxxx will derive substantial direct and indirect benefits from the
Credit Extensions made from time to time to the Borrowers by the Lenders and the
Issuing Banks pursuant to the Credit Agreement; and
NOW THEREFORE, for good and valuable consideration the receipt of which
is hereby acknowledged, and in order to induce the Lenders and the Issuing Banks
to make Credit
Extensions to the Borrowers pursuant to the Credit Agreement, Xxxxx agrees, for
the benefit of each Secured Party, as follows:
Section 1. Definitions. Except as otherwise defined in this Amendment,
terms defined in the Partnership Pledge Agreement are used herein as defined
therein.
Section 2. Amendments. Subject to the satisfaction of the conditions
precedent specified in Section 3 below, but effective as of the date hereof, the
Partnership Pledge Agreement shall be amended as follows:
a. Addition of Parties. Xxxxx hereby becomes a "Grantor" under the
Partnership Pledge Agreement, thereby consenting to, among other things
and in accordance with the Partnership Pledge Agreement, the granting of a
security interest to the Collateral Agent for its benefit and the benefit
of each of the other Secured Parties in all right, title and interest of
Xxxxx in, to and under the Partnership Agreement.
b. Schedule I. Schedule I to the Partnership Pledge Agreement shall
be amended by adding the ownership information contain in Schedule I
hereto.
c. Schedule II. Schedule II to the Partnership Pledge Agreement
shall be amended by adding the locations set forth in Schedule II hereto.
Section 3. Conditions Precedent. As provided in Section 2 above, the
amendments set forth in Section 2 shall become effective, as of the date hereof,
upon the due execution and delivery of this Amendment by Xxxxx, the Grantors and
the Collateral Agent.
Section 4. Miscellaneous. Except as herein provided, the Partnership
Pledge Agreement shall remain unchanged and in full force and effect. This
Amendment may be executed in any number of counterparts, all of which taken
together shall constitute one and the same amendatory instrument and any of the
parties hereto may execute this Amendment by signing any such counterpart. This
Amendment shall be governed by, and construed in accordance with, the internal
laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered as of the day and year first above written.
XXXXX INDUSTRIES, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
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TRACE FOAM COMPANY, INC.
By: /s/ Xxxxx Xxxxxxxxx
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Name: Xxxxx Xxxxxxxxx
Title: Executive Vice President
FMXI, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: Vice President
FOAMEX INTERNATIONAL INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
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Name: Xxxxxx X. Xxxxxxxxx
Title: Senior Vice President
CITICORP USA, INC., as
Collateral Agent
By: /s/ Xxxxxxx X. Xxxxxxx
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Name: Xxxxxxx X. Xxxxxxx
Title: Attorney-in-Fact
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SCHEDULE I
Grantor's Interest in
Grantor the Partnership
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Percentage Type
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SCHEDULE II
Address of Address of
Chief Executive Office location of records
Grantor's Name and Place(s) of Business concerning Collateral
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