Exhibit 4.16.7


                                 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 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 a certain Credit
Agreement, dated as of August 18, 2003 (as heretofore amended or otherwise
modified and as further 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 term loans to 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 date that Amendment No. 4
     to Credit Agreement, dated as of March 31, 2005, becomes effective."

     2.2. The definition of "Additional Term Loan Funding Conditions" in Annex A
to the Credit Agreement is hereby amended by deleting clauses (iii), (iv) and
(v) thereof and substituting therefor the following new clauses (iii), (iv) and
(v):

          "(iii) with respect to a funding on the Final Term Loan Funding Date,
     all proceeds or amounts received by Foamex prior to the Final Term Loan
     Funding Date in respect of or under (A) the Designated Agreements or from
     the disposition of Designated Assets (to the extent permitted for such
     purpose and not used to repay Working Capital Term Loans and Additional
     Term Loans as permitted under clause second of the fifth sentence of
     Section 3.3(d)) shall have been used by Foamex to repurchase on the open
     market at par or a discount or shall concurrently be used to pay at
     scheduled maturity Foamex 13 1/2% Subordinated Notes and pay fees and
     expenses incurred in connection therewith and (B) the First Additional Term
     Loans (to the extent permitted for such

<PAGE>


     purpose) shall have been used by Foamex to either (I) repurchase on the
     open market at par or a discount or shall concurrently be used to pay at
     scheduled maturity Foamex 13 1/2% Subordinated Notes and pay fees and
     expenses incurred in connection therewith in an aggregate amount not to
     exceed $10,000,000 or (II) repay the principal of the then outstanding
     Working Capital Revolving Loans in an aggregate amount not to exceed
     $25,000,000 (without reduction of the Maximum Revolver Amount (as defined
     in the Working Capital Agreement) or any Revolving Credit Commitment (as
     defined in the Working Capital Agreement)),

          (iv) with respect to a funding on the Final Term Loan Funding Date,
     Foamex shall have received or shall concurrently receive the proceeds of
     the Additional Working Capital Term Loans and after giving effect to the
     satisfaction of clause (iii) above, the amount of the Additional Working
     Capital Term Loans, together with the amount of the Additional Term Loans
     to be made on the Final Term Loan Funding Date, shall be sufficient to
     repay in full the outstanding Foamex 13 1/2% Subordinated Notes,

          (v) with respect to a funding of Additional Term Loans (other than a
     funding on the Final Term Loan Funding Date), the Administrative Agent and
     the Lenders shall be satisfied that the Borrower is permitted by the terms
     of the Senior Secured Note Indenture, the Foamex 13 1/2% Subordinated Note
     Indenture, the Foamex 9 7/8% Subordinated Note Indenture and the Working
     Capital Agreement to use 100% of the proceeds of such Additional Term Loans
     to either (A) repurchase on the open market at par or at a discount the
     Foamex 13 1/2% Subordinated Notes or (B) repay the principal of the then
     outstanding Working Capital Revolving Loans, and the Administrative Agent
     shall have received a certificate from a Responsible Officer of Foamex
     certifying as to the foregoing and setting forth the amount of each
     Additional Term Loan that will be used for each of the foregoing purposes,"

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

     Fiscal month of Foamex ending April 25,                            3.25
     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 September                            3.50
     26, 2004 and each fiscal month of Foamex
     ending thereafter through and including the
     fiscal month of Foamex ending January 2,


                                       2
<PAGE>


     2005

     Fiscal month of Foamex ending January 30,                          3.55
     2005

     Fiscal month of Foamex ending February 27,                         4.10
     2005

     Fiscal month of Foamex ending April 3, 2005                        4.35

     Fiscal month of Foamex ending May 1, 2005                          4.50

     Fiscal month of Foamex ending May 29, 2005                         4.60

     Fiscal month of Foamex ending July 3, 2005                         5.00

     Fiscal month of Foamex ending July 31, 2005                        5.00

     Fiscal month of Foamex ending August 28,                           4.90
     2005

     Fiscal month of Foamex ending October 2,                           4.85
     2005

     Fiscal month of Foamex ending October 30,                          4.75
     2005

     Fiscal month of Foamex ending December 4,                          4.15
     2005 and each fiscal month of Foamex ending
     thereafter through and including the fiscal
     month of Foamex ending January 29, 2006

     Fiscal month of Foamex ending February 26,                         4.00
     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 28, 2006                         3.75
     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 August 27,                           3.50
     2006 and each fiscal month of Foamex ending
     thereafter through and including the fiscal
     month of Foamex ending October 29, 2006


                                       3
<PAGE>



     Fiscal month of Foamex ending December 4,                          3.35
     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 27, 2007                         3.25
     and each fiscal month of Foamex ending
     thereafter

     2.4. 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 and (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.

     2.5. Clause (ii) of Section 1.1(b) is hereby amended by deleting the amount
"$10,000,000" appearing therein and substituting "$35,000,000" therefor.

     2.6. Section 1.1(c) of the Credit Agreement is hereby amended by (a)
deleting the amount "$750,000" appearing therein and substituting the phrase
"$750,000, in the case of a Borrowing in which the proceeds thereof will be used
to repurchase at par or at a discount on the open market Foamex 13 1/2%
Subordinated Notes, and $5,000,000, in the case of a Borrowing in which the
proceeds thereof will be applied by the Borrower to the prepayment of principal
of the Working Capital Revolving Loans" therefor.

     2.7. Section 1.1(f) of the Credit Agreement is hereby amended and restated
in its entirety to read as follows:

          "(f) Amounts of Additional Term Loans. The Borrowers may from time to
     time, upon three (3) Business Days' prior irrevocable written notice to the
     Administrative Agent, but no less than ten (10) Business Days prior to the
     Final Term Loan Funding Date, request that the Additional Term Lenders
     decrease their aggregate Additional Term Loan Commitments (each such
     requested decrease to be in a minimum amount of $1,000,000 and in an
     integral multiple of $100,000); provided, that the Borrowers shall not be
     permitted to reduce the aggregate Additional Term Loan Commitments to an
     amount less than the aggregate amount necessary (together with (i) the
     amount of the Additional Term Loans (other than the portion of the
     Additional Term Loans made prior to the Final Term Loan Funding Date used
     to repay principal of the Working Capital Revolving Loans), (ii) the amount
     of Additional Working Capital Term Loans, (iii) funds received or to be
     received by Foamex under the Designated Agreements on or prior to the Final
     Term Loan Funding Date and (iv) proceeds received from asset sales
     permitted under Section 7.11(xv) (to the extent that the proceeds of such
     asset sales are permitted to be used for such purpose pursuant to Section
     3.3(d) hereof


                                       4
<PAGE>



     and are not applied to the Working  Capital Term Loans or  Additional  Term
     Loans pursuant to clause second of the fifth  sentence of Section  3.3(d)),
     in  each  case  to the  extent  not  used  to  repurchase  Foamex  13  1/2%
     Subordinated  Notes on the open market in accordance with Section 7.12(E)),
     to repay in full the outstanding  Foamex 13 1/2% Subordinated  Notes at the
     scheduled maturity thereof and pay fees and expenses incurred in connection
     therewith.  Effective  upon  the  Administrative  Agent's  receipt  of such
     notice,  the Additional Term Loan Commitment of each Additional Term Lender
     shall be  permanently  reduced by an amount  equal to its Pro Rata Share of
     such requested  reduction.  The Administrative  Agent shall promptly notify
     the Additional Term Lenders,  by telecopier or e-mail, of the occurrence of
     any reductions in the Additional  Term Loan  Commitments to be effected and
     any changes to the amount of the  Additional  Term Loan  Commitment of each
     Additional Term Lender resulting therefrom."

     2.8.  Section 2.3 of the Credit  Agreement is hereby  amended by adding the
following two sentences at the end thereof:

          The Borrowers agree, jointly and severally,  to pay the Administrative
          Agent the fees and compensation as set forth in the fee letter,  dated
          the Fourth Amendment Effective Date, between the Administrative  Agent
          and the Borrowers  (the "Fourth  Amendment Fee Letter") with such fees
          and other  compensation to be payable at such times as provided in the
          Fourth  Amendment Fee Letter.  The fees and  compensation set forth in
          the  Fourth   Amendment   Fee  Letter   shall  be  fully   earned  and
          non-refundable for any reason upon payment thereof. The fees and other
          compensation  set forth in the  Fourth  Amendment  Fee  Letter  are in
          addition  to the  fees and  other  compensation  set  forth in the Fee
          Letter.

     2.9.  Section 3.2(b) of the Credit Agreement is hereby amended and restated
in its entirety to read as follows:

          "(b) Other than  prepayments  of the  Additional  Term Loans after the
     Fourth  Amendment  Effective  Date and on or prior to August 15, 2005 in an
     aggregate amount not to exceed $25,000,000 pursuant to clause second of the
     fifth sentence of Section  3.3(d),  optional  prepayments of the Term Loans
     shall not be permitted  prior to June 30, 2006.  On or after June 30, 2006,
     the  Borrowers  may prepay the  principal  of the Term Loans in whole or in
     part,  at any time and from  time to time upon at least  five (5)  Business
     Days' prior written notice to the Administrative Agent and the Lenders. All
     voluntary  prepayments  of  the  principal  of  the  Term  Loans  shall  be
     accompanied  by the payment of all accrued but unpaid  interest on the Term
     Loans to the date of prepayment and prepayment  premium in accordance  with
     this Section  3.2, if  applicable.  Amounts  prepaid in respect of the Term
     Loans may not be reborrowed.  If at any time on and after June 30, 2006 and
     prior to October 1, 2008,  principal  of the Term Loans is prepaid in whole
     or in part, whether pursuant to this Section 3.2, Section 9.2, clause fifth
     of the second  sentence  of Section  3.3(d) or clause  seventh of the fifth
     sentence  of  Section  3.3(d),  the  Borrowers  shall  at the  time of such
     prepayment pay to the Administrative Agent, for the account of the Lenders,
     the prepayment premium determined in accordance with the following table:



                                       5
<PAGE>



           Period during which
            prepayment occurs                       Prepayment Premium
           -------------------                      ------------------

     From June 30, 2006 through and         8.00% of the principal amount of the
     including March 31, 2007               Term Loans prepaid

     From April 1, 2007 through and         4.50% of the principal amount of the
     including December 31, 2007            Term Loans prepaid

     From January 1, 2008 through and       3.00% of the principal amount of the
     including September 30, 2008           Term Loans prepaid

     , provided,  that,  notwithstanding  the foregoing,  no prepayment  premium
     shall be payable on up to $10,000,000 in the aggregate of prepayments  made
     pursuant  to clause  fifth of the second  sentence  of  Section  3.3(d) and
     clause seventh of the fifth sentence of Section 3.3(d)."

     2.10.  Section  3.3(d) of the  Credit  Agreement  is hereby  amended by (a)
adding "and in the fifth sentence of this Section 3.3(d)"  immediately after the
words "except as provided in the first  parenthetical  of this  sentence" in the
proviso at the end of the first  sentence  thereof,  (b) amending and  restating
clause second 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 of the Additional Term Loans
     (to the extent used,  and permitted to be used,  to repay  principal of the
     Working  Capital  Revolving  Loans and to the extent such  repayment of the
     Additional Term Loans occurs on or prior to August 15, 2005), and principal
     of the  Working  Capital  Term Loans  made on the  Closing  Date,  any such
     repayments  of such  Additional  Term Loans and such  Working  Capital Term
     Loans to be applied first, 50% to such Additional Term Loans and 50% to the
     Working Capital Term Loans made on the Closing Date until $8,000,000 of the
     principal amount of the Working Capital Term Loans made on the Closing Date
     have been paid pursuant to this clause  "second" from the proceeds of sales
     of Designated Assets (to be applied to scheduled  installments of principal
     of such Working  Capital Term Loans in the inverse order of maturity),  and
     thereafter  (until the Working Capital Term Loans are paid in full) 66 2/3%
     to such  Additional  Term Loans and 33 1/3% to such  Working  Capital  Term
     Loans (to be applied to scheduled installments of principal of such Working
     Capital Term Loans in the inverse order of maturity),"



                                       6
<PAGE>

     , (c) adding "and/or repay  principal of the Additional  Term Loans and the
Working Capital Term Loans made on the Closing Date" immediately after the words
" Foamex 13 1/2%  Subordinated  Notes" at the  beginning  of the sixth  sentence
thereof,  and (d) adding "clause seventh of"  immediately  before the words "the
second preceding sentence" at the beginning of the seventh sentence thereof.

     2.11.  Section 6.22 of the Credit  Agreement is hereby  amended by deleting
the second sentence thereof and replacing it with the following sentence:

     "The proceeds of (i) the First  Additional Term Loans are to be used solely
     to either  (A)  repurchase  on the open  market at par or at a  discount  a
     portion of the principal balance of the Foamex 13 1/2%  Subordinated  Notes
     outstanding  on the  Third  Amendment  Effective  Date  and to pay fees and
     expenses incurred in connection  therewith;  provided,  that, not more than
     $10,000,000  of the  First  Additional  Term  Loans  may be used  for  such
     purpose, or (B) repay the principal of the then outstanding Working Capital
     Revolving  Loans;  provided,  that not more than  $25,000,000  of the First
     Additional  Term  Loans  may be used for such  purpose,  and (ii) the Final
     Additional Term Loans are to be used solely to repay at scheduled  maturity
     a portion of the principal balance of the Foamex 13 1/2% Subordinated Notes
     outstanding  on the  Final  Term  Loan  Funding  Date  and to pay  fees and
     expenses incurred in connection therewith."

     2.12.  Clause (E) of Section 7.12 of the Credit Agreement is hereby amended
and restated in its entirety to read as follows:

          "(E) Foamex may  repurchase on or prior to the Final Term Loan Funding
     Date,  at par or at a  discount,  Foamex 13 1/2%  Subordinated  Notes  with
     proceeds it receives from any Designated Agreements,  asset sales permitted
     under Section  7.11(xv) (but solely to the extent that the proceeds of such
     asset sales are  permitted to be used for such purpose  pursuant to Section
     3.3(d) hereof) and the Additional Term Loans; provided, that (i) no Default
     or Event of Default  shall have  occurred and be  continuing on the date of
     any such repurchase or would be caused as a result  thereof,  (ii) any such
     Foamex 13 1/2%  Subordinated  Notes being  repurchased shall be retired and
     cancelled promptly following the consummation of such repurchase, and (iii)
     the aggregate amount of Additional Term Loans used to repurchase  Foamex 13
     1/2% Subordinated Notes prior to the Final Term Loan Funding Date shall not
     exceed $10,000,000."

     2.13.  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 about                0.56:1.00
      March 31, 2005



                                       7
<PAGE>

      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 period of             1.00:1.00
      Foamex ending on or after June 30, 2006

     2.14.  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  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  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  Agreement  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 Working  Capital
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
Working  Capital  Agreement,  consenting  to this  Amendment  and  providing for
amendments to the Working Capital Agreement  consistent with certain  amendments
herein contemplated, which amendment


                                       8
<PAGE>


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, a fully executed copy of the Fourth
Amendment Fee Letter and the Administrative Agent shall have received payment of
all fees payable thereunder.

     3.5.  The  Administrative  Agent shall have  received  certified  copies of
resolutions  of the Board of  Directors  of each of the Loan  Parties (or in the
case of a Loan Party that is not a corporation,  the equivalent  governing body)
approving the  modifications  to the Credit  Agreement  and the Working  Capital
Agreement.

     3.6.  All  proceedings  taken  in  connection  with the  execution  of this
Amendment,  the Credit  Agreement as amended by this  Amendment,  all other Loan
Documents and all documents and papers relating thereto shall be satisfactory in
form, scope and substance to the Administrative Agent and the Lenders.

     SECTION 4. CONSENT TO AMENDMENTS TO SENIOR LENDERS INTERCREDITOR  AGREEMENT
AND WORKING CAPITAL AGREEMENT; WAIVER OF CERTAIN NOTICE REQUIREMENTS.

     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 Working Capital  Agreement,  a copy of which is
attached as Exhibit A hereto.

     4.3. Each of the Lenders, by its signature to this Amendment, hereby waives
the  requirement  for two Business  Days' notice in Section 1.1(c) of the Credit
Agreement  with respect to any  borrowing of  Additional  Term Loans on April 1,
2005.

     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


                                       9
<PAGE>


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  (including,  without limitation,  the
Additional Term Loans) 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]


                                       10
<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
                                    -----------------------------------


                                       11
<PAGE>


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


                                       12
<PAGE>


                            SILVER POINT FINANCE, LLC,
                              as Administrative Agent


                            By:     /s/Jeffrey A. Gelfand
                                    -----------------------------------
                            Title:  Authorized Signatory
                                    -----------------------------------


                            FIELD POINT I, LTD.


                            By:     /s/Jeffrey A. Gelfand
                                    -----------------------------------
                            Title:  Authorized Signatory
                                    -----------------------------------


                            FIELD POINT II, LTD.


                            By:     /s/Jeffrey A. Gelfand
                                    -----------------------------------
                            Title:  Authorized Signatory
                                    -----------------------------------


                            SIL LOAN FUNDING LLC

                            By:     /s/ Jason Trala
                                    -----------------------------------
                            Title:  Attorney-In-Fact
                                    -----------------------------------


                            A3 FUNDING LP, on its own behalf
                               and on behalf of its affiliate assigns

                            By:   A3 Fund Management LLC,
                                  its General Partner


                            By:
                                    -----------------------------------
                            Title:
                                    -----------------------------------


                            SSIG SPF ONE LQ, LLC


                            By:     /s/ Alan Waxman
                                    -----------------------------------
                            Title:  Managing Director
                                    -----------------------------------



                                       13
<PAGE>


                            SPCP GROUP, LLC


                            By:     /s/Jeffrey A. Gelfand
                                    -----------------------------------
                            Title:  Authorized Signatory
                                    -----------------------------------


                            SPCP GROUP III, LLC


                            By:     /s/Jeffrey A. Gelfand
                                    -----------------------------------
                            Title:  Authorized Signatory
                                    -----------------------------------



                                       14
<PAGE>