EXECUTION COPY


                                 AMENDMENT NO. 1
                               TO CREDIT AGREEMENT


          AMENDMENT NO. 1 TO CREDIT  AGREEMENT ("this  Amendment"),  dated as of
December  1, 2003,  among  FOAMEX  L.P.,  a Delaware  limited  partnership  (the
"Borrower"),  the  affiliates of the Borrower  party  hereto,  the lenders party
hereto  and  SILVER   POINT   FINANCE,   LLC,  as   Administrative   Agent  (the
"Administrative Agent").

          WHEREAS,  the Borrower,  certain of its affiliates as guarantors,  the
lenders party thereto,  and the  Administrative  Agent entered into that certain
Credit Agreement, dated as of August 18, 2003 (the "Credit Agreement"), pursuant
to which such lenders have made term loans to the Borrower;

          WHEREAS,  the Borrower,  the Guarantors,  the Majority Lenders and the
Administrative Agent desire to amend the Credit Agreement;

          NOW, THEREFORE, the Borrower, the Guarantors, the Majority Lenders and
the Administrative Agent hereby agree as follows:

          SECTION 1. CAPITALIZED  TERMS.  Capitalized terms used but not defined
herein shall have the respective meanings set forth in the Credit Agreement.

          SECTION 2.  AMENDMENTS.  The Credit  Agreement  shall be, and upon the
fulfillment  of the  conditions  set forth in  Section 3 hereof  is,  amended as
follows:

               2.1. Section 7.11(i) of the Credit Agreement is amended by adding
the phrase ",  Subsidiaries of Foamex Asia Co., Ltd." immediately after the name
"Foamex Asia Co., Ltd." in clause (A) of the proviso thereto.

               2.2. The defined term  "Restricted  Investment" in Annex A to the
Credit  Agreement is amended by (i) deleting the word "and" at the end of clause
(n) of such defined term and  substituting a semicolon  therefor,  (ii) deleting
the period at the end of such defined term and substituting "; and" therefor and
(iii) adding the following clause to the end of such defined term:

               "(p) a loan made by Foamex in an amount not to exceed  $4,000,000
               as more fully described in a letter to the Lenders dated December
               1, 2003 and acknowledged by the Administrative  Agent;  provided,
               that (i) the loan shall be evidenced by a promissory note payable
               to the order of Foamex  and shall be  secured  by the  collateral
               described in such letter (such  promissory  note and the security
               documents to be in form and  substance  reasonably  acceptable to
               the  Administrative  Agent),  (ii) all payments of principal  and
               interest  made on such  loan  shall be  promptly  applied  to the
               payment of  principal  on the Working  Capital  Revolving  Loans,
               (iii) the promissory  note  evidencing such loan and all security
               therefor shall be pledged to the Administrative Agent pursuant to
               the U.S.  Security  Agreement  (which  pledge shall  constitute a
               first priority  security  interest  therein,  subject only to the
               Liens  identified  in clause (j) of the  definition  of Permitted
               Liens) and such note  shall be  delivered  to the  Administrative
               Agent duly endorsed to the order of the Administrative  Agent (or
               the Working Capital Agent as bailee for the Administrative  Agent
               under the Senior  Lenders  Intercreditor  Agreement) and (iv) all
               consents or approvals,  including those under the Working Capital
               Agreement,  to  permit  such  loan and  pledge  shall  have  been
               obtained and shall be in full force and effect."

          SECTION 3.  EFFECTIVENESS.  This Amendment shall become effective upon
the  Administrative  Agent  receiving  counterparts  hereof  duly  executed  and
delivered  by the  Borrower,  the  Guarantors,  the  Majority  Lenders  and  the
Administrative Agent.

          SECTION  4.   COUNTERPARTS.   This   Amendment   may  be  executed  in
counterparts,  each of  which  shall be an  original,  and all of  which,  taken
together, shall constitute a single instrument. This Amendment shall be governed
by, and construed in accordance with, the laws of the State of New York.

          SECTION  5.  REFERENCES  TO  CREDIT  AGREEMENT.  From  and  after  the
effectiveness  of this Amendment and the  amendments  contemplated  hereby,  all
references in the Credit Agreement to "this Agreement",  "hereof", "herein", and
similar  terms  shall mean and refer to the  Credit  Agreement,  as amended  and
modified by this Amendment,  and all references in other documents to the Credit
Agreement shall mean such agreement as amended and modified by this Amendment.

          SECTION 6.  RATIFICATION  AND  CONFIRMATION.  The Credit  Agreement is
hereby  ratified and confirmed  and,  except as herein  agreed,  remains in full
force  and  effect.  Each of the  Borrower  and the  Guarantors  represents  and
warrants  that (i) all  representations  and  warranties  contained  in the Loan
Documents  are correct in all material  respects  with the same effect as though
such  representations  and warranties had been made on and as of the date hereof
(except to the extent that such  representations or warranties expressly related
to a specified prior date) and (ii) there exists no Default or Event of Default.
Each of the Guarantors hereby ratifies its Guarantee of the Obligations.

                  [Remainder of page intentionally left blank]


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


                                FOAMEX L.P.
                                By: FMXI, Inc., its Managing General Partner

                                     By:      /s/ George L. Karpinski
                                             --------------------------------
                                     Title:  Vice President
                                             --------------------------------


                                FMXI, INC.
                                By:     /s/ George L. Karpinski
                                        -------------------------------------
                                Title:  Vice President
                                        -------------------------------------


                                FOAMEX INTERNATIONAL INC.
                                By:     /s/ George L. Karpinski
                                        -------------------------------------
                                Title:  Senior Vice President
                                        -------------------------------------


                                FOAMEX CANADA INC.
                                By:     /s/ George L. Karpinski
                                        -------------------------------------
                                Title:  Treasurer
                                        -------------------------------------


                                FOAMEX CAPITAL CORPORATION
                                By:     /s/ George L. Karpinski
                                        -------------------------------------
                                Title:  Vice President
                                        -------------------------------------


                                FOAMEX LATIN AMERICA, INC.
                                By:     /s/ George L. Karpinski
                                        -------------------------------------
                                Title:  Vice President
                                        -------------------------------------


                                FOAMEX MEXICO, INC.
                                By:     /s/ George L. Karpinski
                                        -------------------------------------
                                Title:  Vice President
                                        -------------------------------------


                                FOAMEX MEXICO II, INC.
                                By:     /s/ George L. Karpinski
                                        -------------------------------------
                                Title:  Vice President
                                        -------------------------------------


                                FOAMEX ASIA, INC.
                                By:     /s/ George L. Karpinski
                                        -------------------------------------
                                Title:  Vice President
                                        -------------------------------------


                                FOAMEX CARPET CUSHION LLC
                                By:     /s/ George L. Karpinski
                                        -------------------------------------
                                Title:  Vice President
                                        -------------------------------------


                                SILVER POINT FINANCE, LLC,
                                     as the Administrative Agent

                                By:     /s/ Jeff Gelfand
                                        -------------------------------------
                                Title:  Authorized Signatory
                                        -------------------------------------


                                TRS THEBE, LLC

                                By:     /s/ Deborah O'Keeffe
                                        -------------------------------------
                                Title:  Vice President
                                        -------------------------------------


                                A3 FUNDING LP

                                By:       A3 Fund Management LLC,
                                          its General Partner

                                By:     /s/ Kevin Genda
                                        -------------------------------------
                                Title:  Vice President
                                        -------------------------------------


                                SPECIAL SITUATIONS INVESTING GROUP, INC.

                                By:     /s/ Alan Waxman
                                        -------------------------------------
                                Title:  Vice President
                                        -------------------------------------