NOTICE OF BORROWING
EXHIBIT E
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FORM OF NOTICE OF CONTINUATION/CONVERSION
EXHIBIT F
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FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT
EXHIBIT G
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FORM OF INTERCREDITOR AGREEMENT
EXHIBIT H
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FORM OF LANDLORD ACCESS AGREEMENT
EXHIBIT I
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FORM OF PERFECTION CERTIFICATE
EXHIBIT J
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FORM OF SOLVENCY CERTIFICATE
EXHIBIT K-1
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FORM OF OPINION OF PAUL, WEISS, WHARTON, RIFKIND
GARRISON LLP
EXHIBIT K-2
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FORM OF OPINION OF JAUREGUI, NAVARRETE Y NADER, S.C.
EXHIBIT K-3
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FORM OF OPINION OF STIKEMAN ELLIOTT LLP
SCHEDULE 1.2
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LENDERS' COMMITMENTS
SCHEDULE 6.6
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LITIGATION
SCHEDULE 6.9
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ENVIRONMENTAL MATTERS
SCHEDULE 6.12(b)
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FOREIGN PLANS
SCHEDULE 6.13(a)
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SUBSIDIARIES
SCHEDULE 6.13(b)
-
EQUITY INTERESTS
SCHEDULE 6.24
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TRADE NAMES
SCHEDULE 6.25
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BANK ACCOUNTS
vi
SCHEDULE 7.14
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EXISTING LIENS
SCHEDULE 7.15(g)
-
EXISTING INVESTMENTS
SCHEDULE 7.15(l)
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CERTAIN INVESTMENTS
SCHEDULE 7.16(c)
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EXISTING INDEBTEDNESS
SCHEDULE 7.16(o)
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PROPERTY ACQUISITIONS
SCHEDULE 7.18
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CERTAIN PROPERTIES
SCHEDULE 7.20
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HOLDINGS GUARANTEES
SCHEDULE 7.22
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CERTAIN SALE AND LEASEBACK ASSETS
SCHEDULE 8.1(d)(v)
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LANDLORD ACCESS AND BAILEE LETTERS
SCHEDULE 8.1(e)
-
CLOSING DATE MORTGAGED PROPERTIES
vii
REVOLVING CREDIT AGREEMENT
This Revolving Credit Agreement, dated as of February 12, 2007 (this
"Agreement"), among the financial institutions listed on the signature pages
hereof (such financial institutions, together with their respective successors
and assigns, are referred to hereinafter each individually as a "Lender" and
collectively as the "Lenders"), Bank of America, N.A. with an office at
335 Madison Avenue, New York, New York, as administrative agent for the Lenders
(in its capacity as administrative agent, together with any successor
administrative agent, the "Administrative Agent"), Banc of America Securities
LLC, as sole lead arranger (in such capacity, the "Arranger"), Banc of America
Securities LLC, as sole bookrunning manager (in such capacity, the "Book
Manager"), Wells Fargo Foothill, LLC and Wachovia Bank, National Association, as
co-documentation agents, Foamex International Inc., a Delaware corporation
("Holdings"), Foamex L.P., a Delaware limited partnership ("Foamex"), each
wholly-owned Domestic Subsidiary of Foamex that, with the prior written consent
of the Lenders, becomes a Borrower hereunder after the Closing Date (together
with Foamex, each a "Borrower" and collectively, the "Borrowers") and the
Guarantors (as defined herein).
W I T N E S S E T H:
WHEREAS, Foamex, Holdings, the Guarantors, certain lenders (the "Prepetition
Lenders"), Bank of America, N.A., as administrative agent for such lenders (the
"Prepetition Administrative Agent"), and certain other Persons (as hereinafter
defined) were parties to a Credit Agreement, dated as of August 18, 2003, as
amended (as so amended, the "Prepetition Credit Agreement"), pursuant to which
the Prepetition Lenders agreed, subject to the terms and conditions therein
contained, to make available to Foamex a revolving line of credit for revolving
loans and letters of credit in an aggregate amount not to exceed $190,000,000
and term loans in an original aggregate principal amount not to exceed
$50,000,000;
WHEREAS, (i) each of Foamex, Holdings, the Guarantors (other than Foamex Canada,
as hereinafter defined) and certain predecessor affiliates of Holdings
(collectively,