Exhibit 4.15.7


                                 AMENDMENT NO. 4
                               TO CREDIT AGREEMENT


     AMENDMENT NO. 4 TO CREDIT AGREEMENT ("this  Amendment"),  dated as of March
31, 2005,  among FOAMEX L.P., a Delaware limited  partnership (the  "Borrower"),
the  affiliates of the Borrower  party hereto,  the lending  institutions  party
hereto and BANK OF AMERICA,  N.A., as Administrative  Agent (the "Administrative
Agent").

     WHEREAS, the Borrower, certain of its affiliates as guarantors, the lenders
party thereto, the Administrative  Agent, Banc of America Securities LLC ("BAS")
and GECC Capital Markets Group,  Inc., as co-lead  arrangers,  BAS, as sole book
manager,  General  Electric  Capital  Corporation,  as  syndication  agent,  and
Congress Financial Corporation (Central) and Bank One, NA (Main Office Chicago),
as co-documentation agents, entered into a certain Credit Agreement, dated as of
August 18, 2003 (as amended,  restated,  supplemented or otherwise modified from
time to time,  the  "Credit  Agreement"),  pursuant to which such  lenders  have
agreed, subject to certain terms and conditions,  to make revolving advances and
term loans to the  Borrower  and to issue or to cause the issuance of letters of
credit for the account of the Borrower;

     WHEREAS, the Borrower,  the Guarantors,  the Lenders and the Administrative
Agent desire to amend certain provisions of the Credit Agreement;

     NOW, THEREFORE,  subject to the conditions precedent set forth in Section 3
hereof, the Borrower,  the Guarantors,  the 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 TO CREDIT AGREEMENT.

     2.1 Annex A to the  Credit  Agreement  is  hereby  amended  by  adding  the
following defined term in the correct alphabetical order:

     "Fourth Amendment Effective Date" means the effective date of Amendment No.
4, dated as of March 31, 2005, to this Agreement.

     2.2 The  definition  of  "Additional B Term Loans" in Annex A to the Credit
Agreement is hereby  amended by (a) adding "(i)" after the word  "solely" in the
first  sentence  of such  definition,  (b) adding the words  "and/or  (ii) in an
aggregate  amount not to exceed  $25,000,000 of such  additional  term loans, to
repay principal on the Revolving Loans"  immediately after the words "and to pay
fees and expenses  incurred in connection  therewith"  in the first  sentence of
such  definition  and (c) adding the  following  new sentence to the end of such
definition:

     The  Administrative  Agent and the  Lenders  agree that,  unless  requested
     otherwise  by  Foamex or  requested  by the  Majority  Lenders  during  the
     continuance of an Event of

<PAGE>


     Default,   permitted   repayments  of  Revolving  Loans  with  proceeds  of
     Additional B Term Loans shall be without  reduction of the Maximum Revolver
     Amount or any Revolving Credit Commitment.

     2.3  The  definition  of  "Applicable  Margin"  in  Annex  A to the  Credit
Agreement is hereby amended by amending and restating in its entirety the second
sentence of such definition to read as follows:

     The  Applicable  Margins  shall be  adjusted  (up or  down)  prospectively,
determined by reference to the pricing grid set forth below, on the date (each a
"Calculation  Date") that is the first day of the first calendar month following
the date on which  Financial  Statements  are  required to be  delivered  to the
Administrative  Agent pursuant to Section 5.2(a) or (b) as at and for the fiscal
quarter or Fiscal Year just ended (whichever  ended later),  as the case may be,
based  upon the Fixed  Charge  Coverage  Ratio for the four  consecutive  fiscal
quarter period of Foamex ending on the last day of such fiscal quarter or Fiscal
Year, as applicable;  provided, however, that (i) the initial Applicable Margins
shall  be as  set  forth  in  the  immediately  preceding  paragraph  until  the
Calculation  Date based upon the date  required  for  delivery of the  Financial
Statements pursuant to Section 5.2(b) for the fiscal quarter of Foamex ending on
or about June 27, 2004, on and after which (except as provided in clause (ii) of
this proviso  below) the Pricing  Level shall be  determined by the Fixed Charge
Coverage Ratio for the four  consecutive  fiscal quarter period of Foamex ending
on the last day of the most recently  ended fiscal  quarter of Foamex  preceding
the applicable  Calculation Date, (ii) the Applicable  Margins shall be based on
Pricing Level I during the period from the Fourth Amendment Effective Date until
the Calculation  Date based upon the date required for delivery of the Financial
Statements pursuant to Section 5.2(b) for the fiscal quarter of Foamex ending on
or about  March  31,  2005,  on and  after  which  the  Pricing  Level  shall be
determined by the Fixed Charge  Coverage Ratio for the four  consecutive  fiscal
quarter  period of  Foamex  ending  on the last day of the most  recently  ended
fiscal quarter of Foamex preceding the applicable  Calculation Date and (iii) if
the Financial  Statements referred to above are not delivered on or prior to the
date required  hereunder  for delivery of such  Financial  Statements,  then the
Applicable Margins shall be based on Pricing Level I.

     2.4 The  definition of "Borrowing  Cutoff  Amount" in Annex A to the Credit
Agreement is hereby  amended by replacing  the table set forth  therein with the
following table:

     Relevant EBITDA Fiscal Month                                  Amount
     ----------------------------                                  ------

     Fiscal month of Foamex ending                                   3.50
     October 26, 2003 and each fiscal
     month of Foamex ending thereafter
     through and including the fiscal month
     of Foamex ending March 28, 2004


                                       2
<PAGE>

     Relevant EBITDA Fiscal Month                                  Amount
     ----------------------------                                  ------

     Fiscal month of Foamex ending                                   3.25
     April 25, 2004 and each fiscal month
     of Foamex ending thereafter through
     and including the fiscal month of
     Foamex ending August 22, 2004

     Fiscal month of Foamex ending                                   3.50
     September 26, 2004 and each fiscal
     month of Foamex ending thereafter
     through and including the fiscal month
     of Foamex ending January 2, 2005

     Fiscal month of Foamex ending                                   3.55
     January 30, 2005

     Fiscal month of Foamex ending                                   4.10
     February 27, 2005

     Fiscal month of Foamex ending April                             4.35
     3, 2005

     Fiscal month of Foamex ending May                               4.50
     1, 2005

     Fiscal month of Foamex ending May                               4.60
     29, 2005

     Fiscal month of Foamex ending July                              5.00
     3, 2005

     Fiscal month of Foamex ending July                              5.00
     31, 2005

     Fiscal month of Foamex ending                                   4.90
     August 28, 2005

     Fiscal month of Foamex ending                                   4.85
     October 2, 2005

     Fiscal month of Foamex ending                                   4.75
     October 30, 2005

     Fiscal month of Foamex ending                                   4.15
     December 4, 2005 and each fiscal


                                       3
<PAGE>

     Relevant EBITDA Fiscal Month                                  Amount
     ----------------------------                                  ------

     month of Foamex ending thereafter
     through and including the fiscal month
     of Foamex ending January 29, 2006

     Fiscal month of Foamex ending                                   4.00
     February 26, 2006 and each fiscal
     month of Foamex ending thereafter
     through and including the fiscal month
     of Foamex ending April 30, 2006

     Fiscal month of Foamex ending May                               3.75
     28, 2006 and each fiscal month of
     Foamex ending thereafter through and
     including the fiscal month of Foamex
     ending July 30, 2006

     Fiscal month of Foamex ending                                   3.50
     August 27, 2006 and each fiscal
     month of Foamex ending thereafter
     through and including the fiscal month
     of Foamex ending October 29, 2006

     Fiscal month of Foamex ending                                   3.35
     December 4, 2006 and each fiscal
     month of Foamex ending thereafter
     through and including the fiscal month
     of Foamex ending April 29, 2007

     Fiscal month of Foamex ending May                               3.25
     27, 2007 and each fiscal month
     of Foamex ending thereafter

     2.5 The definition of "Fixed Charges" in Annex A to the Credit Agreement is
hereby amended by (a) adding "and the Delaware  County (PA)  Industrial  Revenue
Bonds,  in  each  instance,"   immediately  after  the  words  "Foamex  13  1/2%
Subordinated Notes" in clause (ii) of such definition, (b) deleting the comma at
the end of subclause  (E) of clause (vii) of such  definition  and  substituting
"and" therefor and (c) deleting subclauses (G) and (H) from clause (vii) of such
definition.

     2.6 The  definition of "Junior Term Loan Funding  Conditions" in Annex A to
the  Credit  Agreement  is  hereby  amended  by (a)  adding  "(other  than up to
$25,000,000  of  Additional  B Term Loans made on or after the Fourth  Amendment
Effective Date used to repay principal on the Revolving  Loans)" after the words
"in respect of or under the  Additional  B Term Loans" in clause (v) thereof and
(b)  adding  "and not used to repay  Term  Loans or  Additional


                                       4
<PAGE>


B Term Loans as permitted  under clause second of the fifth  sentence of Section
3.4(f)"  immediately  after the words "to the extent permitted for such purpose"
in clause (v) thereof.

     2.7 The definition of "Revolving Loan Application  Order" in Annex A to the
Credit  Agreement  is hereby  amended by deleting the words  "clause  fifth" and
substituting therefor the words "clause fourth".

     2.8 Section  1.3A(a)(i)  of the Credit  Agreement is hereby  amended by (a)
adding  "(other than the portion of the Additional B Term Loans made on or after
the Fourth Amendment Effective Date used, to the extent permitted hereunder,  to
repay principal on the Revolving Loans)" immediately after the words "the amount
of the  Additional  B Term  Loans" in  clause  (i) of the  proviso  in the first
sentence  thereof  and (b)  adding  "and are not  applied  to the Term  Loans or
Additional B Term Loans as permitted under clause "second" of the fifth sentence
of Section  3.4(f)"  immediately  after the words  "clause  "first" of the fifth
sentence of Section 3.4(f)" in clause (iii) of the proviso in the first sentence
thereof.

     2.9 Section  3.4(a) of the Credit  Agreement is hereby  amended by deleting
each  reference  to "clause  seventh of the fifth  sentence  of Section  3.4(f)"
appearing in the proviso to the last sentence thereof and substituting  "clauses
second and seventh of the fifth sentence of Section 3.4(f)" therefor.

     2.10 Section 3.4(f) of the Credit Agreement is hereby amended by (a) adding
"and in the fifth sentence of this Section 3.4(f)"  immediately  after the words
"except as provided in the first  parenthetical of this sentence" in the proviso
to the first  sentence  thereof,  (b) amending and  restating  clause two of the
fifth sentence thereof to read as follows:

     second,  at the option of Foamex,  in the event (and only such  event) that
     (x) the average  aggregate  Availability  for all  Borrowers for the thirty
     consecutive day period ending on the Business Day immediately preceding the
     date of  such  repurchase  or  repayment  is  greater  than  the sum of (i)
     $10,000,000  plus (ii) the  Availability  Required  Amount in effect on the
     Business  Day  immediately   preceding  the  date  of  such  repurchase  or
     repayment,  (y)  immediately  after  giving  effect to such  repurchase  or
     repayment,  the aggregate Availability of all the Borrowers is greater than
     the sum of (i) $10,000,000  plus (ii) the  Availability  Required Amount in
     effect on the date of such repurchase or repayment,  and (z) at the time of
     such  repurchase  or repayment  there exists no Default or Event of Default
     (and no Default or Event of Default would result therefrom),  to repurchase
     at par or a discount on the open market or repay at maturity Foamex 13 1/2%
     Subordinated  Notes and/or to repay  principal  on  Additional B Term Loans
     made on or after the Fourth  Amendment  Effective  Date used, to the extent
     permitted hereunder,  to repay principal on Revolving Loans; provided, that
     until the Term Loans are paid in full,  no such  repayments of Additional B
     Term Loans shall be permitted  unless  concurrently  therewith an amount of
     proceeds of such disposition of Designated Assets (in addition to those Net
     Proceeds  required to be applied pursuant to clause first and other clauses
     of this  sentence)  equal  to such  proceeds  used to  repay  principal  of
     Additional B Term Loans as provided above  (one-half of such proceeds after
     $8,000,000  of  principal  on the Term  Loans is


                                       5
<PAGE>


     repaid with proceeds of dispositions of Designated  Assets pursuant to this
     clause second) are also applied to scheduled  installments  of principal on
     the Term Loans in inverse order of maturity,

, (c) adding "and/or repay  principal on Additional B Term Loans and Term Loans"
immediately after the words "If Foamex elects pursuant to clause "second" of the
previous sentence to repurchase or repay Foamex 13 1/2 % Subordinated  Notes" at
the  beginning  of the sixth  sentence  thereof and (d) adding  "and/or to repay
principal on  Additional B Term Loans and Term Loans in  accordance  with clause
"second" of the previous sentence,  as appropriate"  immediately after the words
"in accordance with Section 7.12(E)" in the sixth sentence thereof.

     2.11 Section 7.24 of the Credit Agreement is hereby amended and restated in
its entirety to read as follows:

     7.24 Fixed Charge Coverage Ratio.  Foamex shall not permit the Fixed Charge
          Coverage Ratio for any fiscal quarter period of Foamex set forth below
          to be less  than the  ratio set forth  opposite  such  fiscal  quarter
          period:

          Fiscal Quarter Period                                       Ratio
          ---------------------                                       -----
          Fiscal quarter of Foamex ending on or                     0.56:1.00
          about March 31, 2005

          Two consecutive fiscal quarter period of                  0.65:1.00
          Foamex ending on or about June 30, 2005

          Three consecutive fiscal quarter period of                0.75:1.00
          Foamex ending on or about September 30,
          2005

          Four consecutive fiscal quarter period of                 0.81:1.00
          Foamex ending on or about December 31,
          2005

          Four consecutive fiscal quarter period of                 0.89:1.00
          Foamex ending on or about March 31,
          2006

          Each four consecutive fiscal quarter                      1.00:1.00
          period of Foamex ending on or about June
          30, 2006 and thereafter

     2.12 Section 7.16 of the Credit Agreement is hereby amended by deleting the
clause "or clause seventh of the fifth sentence of Section  3.4(f)"  immediately
after the words  "second  sentence of Section  3.4(f)" in clause (e) thereof and
substituting  "or  clauses  second or seventh of the fifth  sentence  of Section
3.4(f)" therefor.


                                       6
<PAGE>



     2.13 Section 7.27 of the Credit  Agreement is hereby  amended by adding the
following  proviso  at the end of clause  (ii)  thereof  immediately  before the
period:

     ;  provided,  that  during the period  commencing  on the Fourth  Amendment
     Effective  Date and ending on  January  15,  2006 so long as the  aggregate
     Borrowing  Bases of all the  Borrowers  and  Foamex  Canada  is equal to or
     greater  than  $190,000,000   (calculated  without  giving  effect  to  any
     reduction in the Borrowing Bases pursuant to the parenthetical  below), the
     minimum  Availability  required to be maintained by the Borrowers  shall be
     $10,000,000  (it being agreed that if this proviso  shall be in effect,  in
     determining compliance with such $10,000,000 minimum Availability test, the
     aggregate  Borrowing  Bases of all the Borrowers and Foamex Canada shall be
     deemed reduced by $5,000,000)

     SECTION 3.  EFFECTIVENESS.  This Amendment  shall become  effective on such
date as the following conditions shall have been satisfied in full:

     3.1  Counterparts  of  this  Amendment  executed  by  the  Borrowers,   the
Guarantors,  the Lenders and the Administrative  Agent shall have been delivered
to the Administrative Agent.

     3.2 The Administrative Agent shall have received an amendment to the Senior
Lenders Intercreditor Agreement,  duly executed by the Term Loan B Agent, Foamex
and those Affiliates of Foamex party thereto, in form and substance satisfactory
to the Administrative Agent.

     3.3 The  Administrative  Agent shall have  received a copy,  certified by a
Responsible Officer of Foamex as true and complete,  of an amendment to the Term
Loan B Agreement,  consenting to this  Amendment and providing for amendments to
the  Term  Loan  B  Agreement   consistent   with  certain   amendments   herein
contemplated, which amendment shall be in form and substance satisfactory to the
Administrative Agent and the Majority Lenders.

     3.4 The  Administrative  Agent shall have  received,  in form and substance
satisfactory  to the  Administrative  Agent and the Bank, two fully executed fee
letters,   dated  the  date  hereof  (the  "Fee  Letters"),   each  between  the
Administrative  Agent and the Borrowers and the Administrative  Agent shall have
received payment of all fees payable thereunder.

     SECTION 4. CONSENT TO AMENDMENTS TO SENIOR LENDERS INTERCREDITOR  AGREEMENT
AND TERM LOAN B AGREEMENT.

     4.1  Each  of the  Lenders,  by its  signature  to this  Amendment,  hereby
authorizes  the  Administrative  Agent to enter into the amendment to the Senior
Lenders Intercreditor Agreement referred to in Section 3.2 of this Amendment and
agrees  to be  bound  by the  provisions  of the  Senior  Lenders  Intercreditor
Agreement as so amended.

     4.2  Each  of the  Lenders,  by its  signature  to this  Amendment,  hereby
consents  to the  amendment  to the Term  Loan B  Agreement,  a copy of which is
attached as Exhibit A hereto.


                                       7
<PAGE>



     SECTION 5.  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 6. 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 7.  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,
in which  case such  representations  and  warranties  shall be  correct  in all
material  respects as of such  specified  prior  date) and (ii) there  exists no
Default  or  Event  of  Default.  Each of the  Guarantors  hereby  ratifies  its
Guarantee  of the  Obligations  and its  grant  of a  security  interest  in the
Collateral in which it has an interest to secure the payment of the Obligations.

                  [Remainder of page intentionally left blank]



                                       8
<PAGE>

     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
                                    -------------------------------------

<PAGE>


                            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
                                    -------------------------------------


                            BANK OF AMERICA, N.A., Individually and as
                            Administrative Agent

                            By:     /s/ William J. Wilson
                                    -------------------------------------
                            Title:  Vice President
                                    -------------------------------------


                            GENERAL ELECTRIC CAPITAL CORPORATION

                            By:     /s/ James DeSantis
                                    -------------------------------------
                            Title:  Duly Authorized Signatory
                                    -------------------------------------


                            JPMORGAN CHASE BANK, N.A.

                            By:     /s/ Steven C. Gross
                                    -------------------------------------
                            Title:  Vice President
                                    -------------------------------------


                            CONGRESS FINANCIAL CORPORATION
                            (CENTRAL)

                            By:     /s/ Thomas A. Martin
                                    -------------------------------------
                            Title:  Vice President
                                    -------------------------------------

<PAGE>

                            STATE OF CALIFORNIA PUBLIC
                            EMPLOYEES' RETIREMENT SYSTEM

                            By:     /s/ J. Michael Claybar, Jr.
                                    -------------------------------------
                            Title:
                                    -------------------------------------


                            PNC BANK, NATIONAL ASSOCIATION

                            By:     /s/ W. Craig Stillwagon
                                    -------------------------------------
                            Title:
                                    -------------------------------------


                            WELLS FARGO FOOTHILL, LLC

                            By:     /s/ Juan Barrera
                                    -------------------------------------
                            Title:  Vice President
                                    -------------------------------------



<PAGE>