Third Amendment (the "Third Amendment") to Fourth Amended and Restated Agreement

 SECOND AMENDMENT TO

           AMENDED AND RESTATED TAX SHARING AGREEMENT OF FOAMEX L.P.

      THIS SECOND AMENDMENT TO AMENDED AND RESTATED TAX SHARING AGREEMENT OF
FOAMEX L.P. (the "Amendment") is made as of December 23, 1997, by and between
Foamex L.P., a Delaware limited partnership ("Foamex"), Foamex International
Inc., a Delaware corporation ("FII"), FMXI, Inc., a Delaware corporation
("FMXI"), Trace Foam Company, Inc., a Delaware corporation ("Trace"), and
Crain Industries, Inc., a Delaware corporation ("Crain").

                              W I T N E S S E T H:

      WHEREAS, Foamex, FII, FMXI, Trace and certain other parties entered into
that certain First Amended and Restated Tax Sharing Agreement, dated as of
December 14, 1993 as amended June 12, 1997 (the "Original Agreement");

      WHEREAS, a newly formed wholly owned subsidiary of FII has merged (the
"Merger") with and into Crain Holdings Corp. ("Crain Holdings"), a Delaware
corporation which owns all of the outstanding common stock of Crain, pursuant to
an Agreement and Plan of Merger, dated as of December 8, 1997, and as a result
of which Merger, Crain Holdings has become a wholly owned subsidiary of FII, and
following such Merger, Crain Holdings merged with Crain;

      WHEREAS, Crain has contributed all of its retail business to Foamex LLC, a
newly formed Delaware limited liability company ("FLLC"); and

      WHEREAS, Crain has contributed its interest in FLLC and all of its other
assets to Foamex subject to all of its liabilities for a partnership interest in
Foamex (the "Contribution").

      WHEREAS, Foamex, FMXI, Trace, FII and Crain entered into that certain
Third Amendment (the "Third Amendment") to Fourth Amended and Restated Agreement
of Limited Partnership of Foamex L.P., dated as of December 23, 1997, to
reflect the change in the partners of Foamex (the "Partnership Agreement");

      NOW, THEREFORE, in consideration of the premises and the mutual covenants
set forth herein and for other good and valid consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto, intending to
be legally bound, agree as follows:

      1.    Amendment. The parties hereto agree that the Participation
Percentages for purposes of the Original Agreement shall have meaning set forth
in the Partnership Agreement.

      2.    Governing Law. This Amendment shall be governed by and construed and
enforced in accordance with the laws of the State of New York.

      3.    Limitation. Except as expressly set forth herein, this Amendment
shall not be deemed to waive, amend or modify any term or condition of the
Original Agreement, each of which shall remain in full force and effect and are
hereby ratified and confirmed.

      4.    Counterparts. This Amendment may be executed in any number of
counterparts, each of which when executed and delivered will be deemed to be an
original, and all of which taken together will be deemed to be but one and the
same instrument.

                                      -2-

      IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the date
first above written.

                                      FOAMEX L.P.                        
                                      
                                      By: FMXI, INC.
                                          its Managing General Partner
                                      
                                      By: /s/ George Karpinski
                                         -------------------------
                                        Name:   George Karpinski
                                        Title:  Vice President
                                      
                                      
                                      
                                      FOAMEX INTERNATIONAL INC.
                                      
                                      By: /s/ George Karpinski
                                         -------------------------
                                        Name:   George Karpinski
                                        Title:  Senior Vice President
                                      
                                      
                                      
                                      FMXI, INC.
                                      
                                      By: /s/ George Karpinski
                                         -------------------------
                                        Name:   George Karpinski
                                        Title:  Vice President
                                      
                                      
                                      
                                      TRACE FOAM COMPANY, INC.
                                      
                                      By: /s/ Philip N. Smith, Jr.
                                         -------------------------
                                        Name:   Philip N. Smith, Jr.
                                        Title:  Vice President
                                      
                                      
                                      
                                      CRAIN INDUSTRIES, INC.
                                      
                                      By: /s/ George Karpinski
                                         -------------------------
                                        Name:   George Karpinski
                                        Title:  Vice President

                                      -3- 

Basic Info X:

Name: Third Amendment (the "Third Amendment") to Fourth Amended and Restated Agreement
Type: to Fourth Amended and Restated Agreement
Date: Feb. 6, 1998
Company: GENERAL FELT INDUSTRIES INC
State: Delaware

Other info:

Date:

  • December 14 , 1993
  • June 12 , 1997
  • December 8 , 1997
  • December 23 , 1997

Organization:

  • Trace Foam Company , Inc.
  • Crain Industries , Inc.
  • Crain Holdings Corp.
  • Fourth Amended and Restated Agreement of Limited Partnership of Foamex L.P.
  • FOAMEX INTERNATIONAL INC.

Location:

  • Crain
  • Delaware
  • New York

Person:

  • Crain
  • Philip N. Smith
  • George Karpinski