Exhibit 99.3
Foamex International Inc.
0000 Xxxxxxxx Xxxxxx
Xxxxxxx, XX 00000
October 25, 0000
Xxx Xxxx xx Xxxx Xxxxxx
Xxx Xxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: D. Xxxxxx Xxxxxxxxx
Amendment to Share Exchange Letter Agreement dated July 31, 2000
----------------------------------------------------------------
Dear Sirs:
This will confirm our agreement to amend the letter agreement dated
July 31, 2000 (the "Share Exchange Agreement") between Foamex International Inc.
("Foamex") and The Bank of Nova Scotia ("Scotia Bank") concerning the exchange
of 1,500,000 shares of the common stock, par value $.01 per share, of Foamex to
15,000 shares of Series B Preferred Stock, par value $1.00 per share, of Foamex,
effective as of the date of this letter, as follows: Clause (g) of Section 5 of
the Share Exchange Agreement shall be amended to replace the date "October 31,
2000" with the date "November 10, 2000".
Except as otherwise expressly provided in the preceding sentence,
the Share Exchange Agreement is, and shall continue to be, in full force and
effect and is hereby ratified and confirmed in all respects except that on and
after the date hereof all references in the Share Exchange Agreement to "this
Agreement", "hereto", "hereof", "hereunder" or words of like import referring to
the Share Exchange Agreement shall mean the Share Exchange Agreement as amended
by this letter. The execution, delivery and effectiveness of this letter shall
not operate as a waiver of any right, power or remedy of any party under the
Share Exchange Agreement.
The agreement set forth in this letter shall be governed and
construed in accordance with the internal laws of the State of New York. This
letter may be executed in counterparts, each of which shall be deemed an
original but both of which together shall constitute one and the same
instrument.
-1-
If Scotia Bank agrees to the foregoing, please sign as indicated
below and return a copy to the undersigned.
FOAMEX INTERNATIONAL INC.
By: /s/ X. X. Xxxxxxxxx
-------------------------------
Name: X. X. Xxxxxxxxx
Title: Senior Vice President
Agreed to:
THE BANK OF NOVA SCOTIA
By: /s/ X. X. Xxxxxxxxx
---------------------------
Name: X. X. Xxxxxxxxx
Title: Managing Director
-2-
