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FOAMEX L.P. AND FOAMEX CAPITAL CORPORATION, as Issuers
FOAMEX INTERNATIONAL INC., as Parent Guarantor
GENERAL FELT INDUSTRIES, INC., as Guarantor
AND
FLEET NATIONAL BANK
as Trustee
FIFTH SUPPLEMENTAL INDENTURE
Dated as of May 28, 1997
$126,000,000
11-7/8% Senior Subordinated Debentures
due 2004
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1
FIFTH SUPPLEMENTAL INDENTURE
THIS FIFTH SUPPLEMENTAL INDENTURE (the "Fifth Supplemental
Indenture"), dated as of May 28, 1997, by and among Foamex L.P., a Delaware
limited partnership ("Foamex"), Foamex Capital Corporation, a Delaware
corporation wholly-owned by Foamex ("FCC"; Foamex and FCC collectively referred
to as the "Issuers"), Foamex International Inc., a Delaware corporation ("FII"),
as Parent Guarantor, General Felt Industries, Inc., a Delaware corporation
wholly-owned by Foamex ("GFI"), as Guarantor, and Fleet National Bank (formerly
known as Shawmut Bank, N.A.), as trustee (the "Trustee").
WHEREAS, Foamex, FCC and the Trustee executed an indenture, dated as
of October 13, 1992 (the "Original Indenture"), relating to the Issuers' 11-7/8%
Senior Subordinated Debentures due 2004 (the "Securities"); and
WHEREAS, Foamex, FCC, GFI, and the Trustee amended the Original
Indenture by entering into a First Supplemental Indenture, dated as of March 23,
1993 in order to add GFI as a Guarantor in accordance with Section 4.07 and
Section 9.01(2) of the Original Indenture; and
WHEREAS, Foamex, FCC, GFI, Perfect Fit Industries, Inc. ("PFI") and
the Trustee further amended the Original Indenture, as supplemented by the First
Supplemental Indenture, by entering into a Second Supplemental Indenture, dated
as of November 18, 1993 in order to add PFI as a Guarantor in accordance with
Section 4.07 and Section 9.01(2) of the Original Indenture; and
WHEREAS, Foamex, FCC, FII, GFI, PFI and the Trustee further amended
the Original Indenture, as supplemented by the First Supplemental Indenture and
the Second Supplemental Indenture, by entering into a Third Supplemental
Indenture, dated as of December 14, 1993 in order to add FII as a Parent
Guarantor in accordance with Section 9.01(4) and Section 11.02 of the Original
Indenture; and
WHEREAS, Foamex, FCC, FII, GFI, PFI and the Trustee further amended
the Original Indenture, as supplemented by the First Supplemental Indenture, the
Second Supplemental Indenture, and the Third Supplemental Indenture, by entering
into a Fourth Supplemental Indenture (the Original Indenture, as supplemented by
the First Supplemental Indenture, the Second Supplemental Indenture, the Third
Supplemental Indenture, and the Fourth Supplemental Indenture, the "Indenture"),
dated as of August 1, 1996 to unconditionally release and discharge PFI from all
its obligations as a Guarantor under the Indenture in accordance with Section
12.17 of the Indenture; and
2
WHEREAS, Article 9.02 of the Indenture provides that Foamex, FCC, any
Guarantor and the Trustee may execute and deliver one or more supplemental
indentures, with the consent of the Holders (as defined in the Indenture) of at
least a majority in principal amount of the outstanding Securities to, among
other things, change or eliminate certain provisions of the Indenture; and
WHEREAS, Foamex, FCC, FII, GFI and the Trustee desire to amend the
Indenture for the purpose of changing and eliminating certain of such
provisions; and
WHEREAS, the Issuers have received consents to such modifications from
the Holders of at least a majority in principal amount of the outstanding
Securities; and
WHEREAS, all conditions precedent provided for in the Indenture
relating to this Fifth Supplemental Indenture have been complied with;
NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration the receipt and sufficiency of which is hereby
acknowledged, Foamex and FCC, jointly and severally, FII, as Parent Guarantor,
GFI, as Guarantor, and the Trustee for the benefit of each other and for the
equal and ratable benefit of the Holders of the Securities agree as follows:
ARTICLE I.
EFFECTIVENESS AND EFFECT
Section 1.1. Effectiveness and Effect.
This Fifth Supplemental Indenture shall take effect on the date
hereof, provided, however, that the amendments provided for in Article Two
hereof shall become operative only upon, and simultaneously with, the date on
which the tenders of Notes (as such term is defined in the Offer as defined
below) are accepted pursuant to Foamex's Offer to Purchase and Consent
Solicitation, dated May 12, 1997 (as the same may have been amended, extended or
otherwise modified) (the "Offer"), and such amendments provided for in Article
Two hereof shall have no force or effect prior to the operative time specified
in this Section. Subject to the foregoing, the provisions set forth in this
Fifth Supplemental Indenture shall be deemed to be, and shall be construed as
part of, the Indenture. All references to the Indenture in the Indenture or in
any other agreement, document or instrument delivered in connection therewith or
pursuant thereto shall be deemed to refer to the Indenture as amended by this
Fifth Supplemental Indenture. Except as amended hereby, the Indenture shall
remain in full force and effect.
3
ARTICLE II.
AMENDMENT OF THE INDENTURE
Section 2.1. Deletion of Certain Provisions.
Each of the following provisions of the Indenture is hereby deleted
and eliminated in its entirety, without any redesignation of any other provision
of the Indenture:
ss. 4.03 SEC Reports
ss. 4.04 Compliance Certificate
ss. 4.05 Taxes
ss. 4.06 Stay, Extension and Usury Laws
ss. 4.07 Limitation on Restricted Payments
ss. 4.08 Limitation on Dividend and Other Payment Restrictions
Affecting Subsidiaries
ss. 4.09 Limitation on Additional Debt
ss. 4.11 Limitation on Transactions With Affiliates
ss. 4.12 Limitation on Liens
ss. 4.13 Partnership and Corporate Existence
ss. 4.14 Liquidation
ss. 4.17 Amendments to Agreements
Section 2.2. Amendment of Section 4.10.
Section 4.10 of the Indenture is hereby amended and restated to read
in its entirety as follows:
"Section 4.10. Sale of Assets.
(a) Intentionally omitted.
(b) The Issuers shall apply 100% of the Net Proceeds
from an Asset Sale to the prepayment of obligations outstanding in
respect of Senior Indebtedness. If (x) no Senior Indebtedness is
outstanding, or (y) the holders of Senior Indebtedness entitled to
receive payment elect not to receive the payments provided for in
the previous sentence or (z) the application of such Net Proceeds
results in the complete prepayment of all Senior Indebtedness, then
such Net Proceeds or any remaining portion thereof shall be applied
by the Issuers to an offer to redeem the Securities then outstanding
at 101% of the principal amount of such Securities pursuant to the
provisions of Section 3.09 hereof. After the Issuers make a
redemption offer pursuant to Section 3.09, any remaining funds may
be used in any manner not prohibited by the terms of this Indenture.
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(c) An offer to redeem the Securities pursuant to this
Section 4.10 shall be made pursuant to the provisions of Section
3.09 hereof. Simultaneously with the notification of such offer of
redemption to the Trustee as required by Sections 3.01, 3.03 and
3.09 hereof, the Issuers shall provide the Trustee with an Officer's
Certificate setting forth the information required to be included
therein by Section 3.01 hereof and, in addition, setting forth the
calculations used in determining the amount of Net Proceeds to be
applied to the redemption of Securities.
(d) In the event that the Issuers shall make any payment
of Net Proceeds to the Trustee which should properly have been made
to the holders of Senior Indebtedness for the prepayment of
outstanding Indebtedness pursuant to the provisions of this Section
4.10, such payment shall be held by the Trustee for the benefit of
such holders of Senior Indebtedness and shall be paid forthwith over
and delivered for application in accordance with the provisions of
this Section 4.10. With respect to such holders of Senior
Indebtedness, the Trustee undertakes to perform only such
obligations on the part of the Trustee as are specifically set forth
in this Section 4.10(d), and no implied covenants or obligations
with respect to such holders of Senior Indebtedness shall be read
into this Indenture against the Trustee. The Trustee shall not be
deemed to owe any fiduciary duty to such holders of Senior
Indebtedness and shall not be liable to them if the Trustee shall
distribute any such payment or any portion thereof to the
Securityholders, except if such distribution is made as a result of
the willful misconduct or gross negligence of the Trustee. The
Trustee shall not be charged with knowledge of the existence of any
facts which would prohibit the making of any distribution by the
Trustee to the Securityholders pursuant to Section 3.09 and this
Section 4.10 unless it shall have received at the Corporate Trust
Office at least three Business Days prior to such distribution
written notice of such facts that would cause such distribution to
violate this Section 4.10. Only Foamex, FCC, a Representative or a
holder of Senior Indebtedness who has no Representative may give
such notice. If Net Proceeds are received by Securityholders which,
pursuant to the provisions of this Section 4.10, should properly
have been received by the holders of Senior Indebtedness, for the
prepayment of outstanding Senior Indebtedness, the Securityholders
who receive such Net Proceeds shall hold such Net Proceeds in trust
for, and pay such Net Proceeds over to, such holders.
(e) Notwithstanding any provision of this Section 4.10
to the contrary, the Issuers shall have no obligation to make an
offer to redeem the Securities if and to the extent that the Issuers
have a bona fide intent to reinvest the Net Proceeds from the Asset
Sale in another asset or
5
business in the same or similar line of business as Foamex and its
subsidiaries and a definitive agreement to reinvest the Net Proceeds
thereof is executed within 180 days after the receipt thereof;
provided, however, that, in the event the Net Proceeds resulting
from any Asset Sale, after giving affect to the reinvestment, if
any, pursuant to this Section 4.10(e), and after giving effect to
repayments of Senior Indebtedness pursuant to Section 4.10(b), are
less than $5,000,000, the application of such Net Proceeds to a
redemption offer pursuant to Section 4.10(b) may be deferred until
such time as such Net Proceeds, plus the aggregate amount of Net
Proceeds resulting from any prior or subsequent Asset Sale or Asset
Sales not otherwise reinvested as provided in this Section 4.10(e)
or applied to a repayment of Senior Indebtedness pursuant to Section
4.10(b), are at least equal to $5,000,000, at which time Foamex
shall apply all such Net Proceeds to a redemption offer pursuant to
Section 4.10(b)."
Section 2.3. Amendment of Section 5.01.
-------------------------
Section 5.01 of the Indenture is hereby amended and restated to read
in its entirety as follows:
"Section 5.01. When Foamex or FCC May Merge, etc.
----------------------------------
Neither Foamex nor FCC will consolidate or merge with or
into (whether or not Foamex or FCC, as the case may be, is the
surviving person), or sell, assign, transfer, lease, convey or
otherwise dispose of all or substantially all of its properties or
assets in one or more related transactions to, another corporation,
person or entity unless the person formed by or surviving any such
consolidation or merger (if other than Foamex or FCC, as the case
may be) or the person to which such sale, assignment, transfer,
lease, conveyance or other disposition will have been made assumes
all the obligations of the Issuers, pursuant to a supplemental
indenture in a form reasonably satisfactory to the Trustee, under
the Securities and this Indenture.
The Issuers shall deliver to the Trustee prior to the
consummation of the proposed transaction an Officers' Certificate to
the foregoing effect and an Opinion of Counsel stating that the
proposed transaction and such supplemental indenture comply with
this Indenture. The Trustee shall be entitled to conclusively rely
upon such Officers' Certificate and Opinion of Counsel."
Section 2.4. Amendment of Section 6.01.
-------------------------
Section 6.01 of the Indenture is hereby amended and restated to read
in its entirety as follows:
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"Section 6.01. Events of Default.
An "Event of Default" occurs if:
(1) the Issuers default in the payment of interest on
any Security when the same becomes due and payable and the Default
continues for a period of 30 days, whether or not such payment is
prohibited by the provisions of Article 10 hereof;
(2) the Issuers default in the payment of the principal
of any Security when the same becomes due and payable at maturity,
upon redemption, in connection with a Change of Control or
otherwise, whether or not such payment is prohibited by the
provisions of Article 10 hereof;
(3) Intentionally omitted;
(4) Intentionally omitted;
(5) Intentionally omitted;
(6) Foamex, FCC or any of their respective subsidiaries
pursuant to or within the meaning of any Bankruptcy Law:
(a) commences a voluntary case,
(b) consents to the entry of an order for
relief against it in an involuntary case,
(c) consents to the appointment of a
Custodian of it or for all or substantially all of its
property,
(d) makes a general assignment for the
benefit of its creditors,
(e) admits in writing its inability to pay
debts as the same become due; or
(7) a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that:
(a) is for relief against Foamex, FCC or any
of their respective subsidiaries in an involuntary case,
(b) appoints a Custodian of Foamex, FCC or
any of their respective subsidiaries or for all or
substantially all of their property,
(c) orders the liquidation of Foamex, FCC or
any of their respective subsidiaries, and the
7
order or decree remains unstayed and in effect for 60
days.
The term "Bankruptcy Law" means title 11, U.S. Code or
any similar Federal or state law for the relief of debtors. The term
"Custodian" means any receiver, trustee, assignee, liquidator or
similar official under any Bankruptcy Law."
Section 2.5. Amendment of Section 8.01.
-------------------------
Section 8.01 of the Indenture is hereby amended and restated to read
in its entirety as follows:
"Section 8.01. Termination of Issuers' Obligations.
-----------------------------------
This Indenture shall cease to be of further effect
(except that the Issuers' obligations under Section 7.07 and 8.04
and the Issuers', any Guarantor's, Trustee's and Paying Agent's
obligations under Section 8.03 shall survive) when all outstanding
Securities theretofore authenticated and issued have been delivered
(other than destroyed, lost or stolen Securities which have been
replaced or paid) to the Trustee for cancellation and the Issuers
have paid all sums payable by the Issuers hereunder. In addition,
the Issuers may terminate all of their obligations and the
obligations of any Guarantor under this Indenture if the Issuers
deposit in trust with the Trustee or at the option of the Trustee,
with a trustee reasonably satisfactory to the Trustee and the
Issuers under the terms of a trust agreement in form and substance
satisfactory to the Trustee, money or U.S. Government Obligations
sufficient to pay principal and interest on the Securities to
maturity or redemption, as the case may be, and to pay all other
sums payable by them hereunder, provided that (i) the trustee of the
trust shall have been irrevocably instructed to pay such money or
the proceeds of such U.S. Government Obligations to the Trustee and
(ii) the Trustee shall have been irrevocably instructed to apply
such money or the proceeds of such U.S. Government Obligations to
the payment of said principal and interest with respect to the
Securities.
Then, this Indenture shall cease to be of further effect
(except as provided in this paragraph), and the Trustee, on demand
of the Issuers, shall execute proper instruments acknowledging
confirmation of and discharge under this Indenture. The Issuers may
make the deposit only if Article 10 hereof does not prohibit such
payment. However, the Issuers' obligations in Sections 2.03, 2.04,
2.05, 2.06, 2.07, 4.01, 7.07, 7.08, 8.03 and 8.04, and the Trustee's
and Paying Agent's obligations in Section 8.03 shall survive until
the Securities are no longer outstanding, Thereafter, only the
Issuers' obligations in
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Section 7.07 and 8.04 and the Issuers', Trustee's and Paying Agent's
obligations in Section 8.03 shall survive.
After such irrevocable deposit made pursuant to this
Section 8.01 and satisfaction of the other conditions set forth
herein, the Trustee upon request shall acknowledge in writing the
discharge of the Issuers' and the Guarantor's obligations under this
Indenture except for those surviving obligations specified above.
In order to have money available on a payment date to
pay principal or interest on the Securities, the U.S. Government
Obligations shall be payable as to principal or interest at least
one Business Day before such payment date in such amounts as will
provide the necessary money. U.S. Government Obligations shall not
be callable at the issuer's option."
ARTICLE III.
MISCELLANEOUS
Section 3.1. Counterparts.
------------
This Fifth Supplemental Indenture may be executed in counterparts,
each of which when so executed shall be deemed to be an original, but all such
counterparts shall together constitute one and the same instrument.
Section 3.2. Severability.
------------
In the event that any provision in this Fifth Supplemental Indenture
shall be held to be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.
Section 3.3. Headings.
--------
The article and section headings herein are for convenience only and
shall not effect the construction hereof.
Section 3.4. Successors and Assigns.
----------------------
Any covenants and agreements in this Fifth Supplemental Indenture by
Foamex, FCC, FII, GFI and the Trustee shall bind their successors and assigns,
whether so expressed or not.
Section 3.5. GOVERNING LAW.
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THIS FIFTH SUPPLEMENTAL INDENTURE, SHALL BE DEEMED TO BE A CONTRACT
UNDER THE INTERNAL LAWS OF THE STATE OF NEW YORK AND FOR ALL PURPOSES SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE.
9
Section 3.6. Effect of Fifth Supplemental Indenture.
--------------------------------------
Except as amended by this Fifth Supplemental Indenture, the terms
and provisions of the Indenture shall remain in full force and
effect.
Section 3.7. Trustee.
-------
The Trustee accepts the modifications of the Trust effected by this
Fifth Supplemental Indenture, but only upon the terms and conditions set forth
in the Indenture. Without limiting the generality of the foregoing, the Trustee
assumes no responsibility for the correctness of the recitals herein contained,
which shall be taken as the statements of Foamex, FCC, FII and GFI and the
Trustee shall not be responsible or accountable in any way whatsoever for or
with respect to the validity or execution or sufficiency of this Fifth
Supplemental Indenture, and the Trustee makes no representation with respect
thereto.
Section 3.8. Definitions.
-----------
Capitalized terms used but not defined herein shall have the
respective meanings ascribed to them in the Indenture.
[The remaining portion of this page is intentionally left blank.]
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IN WITNESS WHEREOF, the parties hereto have caused this Fifth
Supplemental Indenture to be executed by their duly authorized representative as
of the date hereof.
ATTEST: FOAMEX CAPITAL CORPORATION
/s/▇▇▇▇▇▇ ▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
---------------------- ------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇.
Title: Vice President
ATTEST: FOAMEX L.P.
/s/▇▇▇▇▇▇ ▇▇▇▇ By: FMXI, INC.
---------------------- its Managing General Partner
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Title: Vice President
ATTEST: FOAMEX INTERNATIONAL INC.
/s/▇▇▇▇▇▇ ▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
----------------------- -------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇.
Title: Vice President
ATTEST: FLEET NATIONAL BANK
as Trustee
/s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇
----------------------- By: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------
Name: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
ATTEST:
/s/▇▇▇▇▇▇ ▇▇▇▇ GENERAL FELT INDUSTRIES, INC.
--------------------
By: /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
▇▇
▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇
BEFORE ME, the undersigned, a Notary Public in and for said State and
County, on this day personally appeared ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., the Vice President
of FOAMEX CAPITAL CORPORATION, known to me to be the person and officer whose
name is subscribed to the foregoing instrument, and acknowledged to me that the
same was the act of the said Foamex Capital Corporation, and that he executed
the same as the act of such corporation with the authority of the board of
directors for the purposes and consideration therein expressed and in the
capacity therein stated.
/s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------
Notary Public, State of New York
Printed Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
My Commission Expires:
Oct. 9, 1998
---------------------
STATE OF NEW YORK
COUNTY OF NEW YORK
BEFORE ME, the undersigned, a Notary Public in and for said State and
County, on this day personally appeared ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., the Vice President
of FMXI, INC., the Managing General Partner of Foamex L.P., a Delaware limited
partnership, known to me to be the person and officer whose name is subscribed
to the foregoing instrument, and acknowledged to me that the same was the act of
the said FMXI, Inc., and that he executed the same as the act of such
corporation with the authority of the board of directors for the purposes and
consideration therein expressed and in the capacity therein stated.
/s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------
Notary Public, State of New York
Printed Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
My Commission Expires:
Oct. 9, 1998
---------------------
▇▇
▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇
BEFORE ME, the undersigned, a Notary Public in and for said State and
County, on this day personally appeared ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇., the Vice President
of FOAMEX INTERNATIONAL INC., known to me to be the person and officer whose
name is subscribed to the foregoing instrument, and acknowledged to me that the
same was the act of the said Foamex International Inc., and that he executed the
same as the act of such corporation with the authority of the board of directors
for the purposes and consideration therein expressed and in the capacity therein
stated.
/s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-------------------------------
Notary Public, State of New York
Printed Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
My Commission Expires:
Oct. 9, 1998
---------------------
STATE OF NEW YORK
COUNTY OF NEW YORK
BEFORE ME, the undersigned, a Notary Public in and for said State and
County, on this day personally appeared ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Vice President of
FLEET NATIONAL BANK (formerly known as Shawmut Bank, N.A.), known to me to be
the person and officer whose name is subscribed to the foregoing instrument, and
acknowledged to me that the same was the act of the said bank and that he
executed the same as the act of such bank for the purposes and consideration
therein expressed and in the capacity therein stated.
/s/▇▇▇▇▇ ▇. FELT
----------------------------------
Notary Public, State of Connecticut
Printed Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
My Commission Expires:
02-28-99
---------------------
▇▇
▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇
BEFORE ME, the undersigned, a Notary Public in and for said State and
County, on this day personally appeared ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, the Vice President of
GENERAL FELT INDUSTRIES, INC., known to me to be the person and officer whose
name is subscribed to the foregoing instrument, and acknowledged to me that the
same was the act of the said General Felt Industries, Inc., and that he executed
the same as the act of such corporation with the authority of the board of
directors for the purposes and consideration therein expressed and in the
capacity therein stated.
/s/▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------------
Notary Public, State of New York
Printed Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
My Commission Expires:
Oct. 9, 1998
---------------------