AMENDMENT NO. 1 TO CREDIT AGREEMENT


         This AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of October 30, 1998
(the "Amendment"), amends in certain respects the Credit Agreement dated as of
February 27, 1998 (as amended, amended and restated, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among Foamex Carpet
Cushion, Inc. ("New GFI" or the "Borrower"), the institutions from time to time
party thereto as Lenders, the institutions from time to time party thereto as
Issuing Banks, Citicorp USA, Inc. ("Citicorp") as collateral agent (the
"Collateral Agent") and The Bank of Nova Scotia, as funding agent (the "Funding
Agent", and together with the Collateral Agent, the "Administrative Agents").

                              W I T N E S S E T H:

         WHEREAS, in connection with the change of the Borrower's fiscal year,
the Borrower has requested the undersigned, which constitute the Requisite
Lenders, to amend the Credit Agreement as set forth herein. The Lenders party
hereto have agreed to amend the Credit Agreement to accommodate the request of
the Borrower contained herein, subject to the terms set forth herein.

         NOW, THEREFORE, in consideration of the above recital of the Borrower,
the Lenders party hereto and the Administrative Agents agree as follows:

         SECTION 1. Defined Terms. Terms defined in the Credit Agreement and not
otherwise defined herein have the meanings given such terms in the Credit
Agreement.

         SECTION 2. Amendments to the Credit Agreement. The Credit Agreement is
hereby amended as follows:

         2.1. Amendment to "Fiscal Month" Definition. The definition of "Fiscal
Month" in Section 1.01 of the Credit Agreement is hereby amended in its entirety
by inserting the following in lieu thereof:

                  "Fiscal Month" means the fiscal month of the Borrower, which
         shall be any calendar month within the Fiscal Year.

         2.2. Amendment to "Fiscal Quarter" Definition. The definition of
"Fiscal Quarter" in Section 1.01 of the Credit Agreement is hereby amended in
its entirety by inserting the following in lieu thereof:

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                  "Fiscal Quarter" means the fiscal quarter of the Borrower,
         which shall be any of the consecutive three month intervals ending on
         March 31, June 30, September 30 and December 31, respectively.

         2.3. Amendment to "Fiscal Year" Definition. The definition of "Fiscal
Year" in Section 1.01 of the Credit Agreement is hereby amended in its entirety
by inserting the following in lieu thereof:

                  "Fiscal Year" means the fiscal year of the Borrower, which
         shall be any twelve-month period ending on December 31 of any calendar
         year.

         SECTION 3. Conditions to Effectiveness. This Amendment shall become
effective on the date hereof (the "Effective Date"), and shall be effective
retroactively to the extent that the third Fiscal Quarter may end on September
30, 1998, provided, that the following conditions precedent have been satisfied
(unless waived by the Requisite Lenders or unless the deadline for delivery has
been extended by the Administrative Agents):

                  (i) Documents. The Administrative Agents shall have received
         on or before the Effective Date all of the following in form and
         substance satisfactory to the Requisite Lenders:

                           (a) this Agreement duly executed and in form and
                        substance satisfactory to the Requisite Lenders; and

                           (b) such additional documentation as the
                        Administrative Agents or any of the Requisite Lenders
                        may reasonably request.

                  (ii) Consents. The Borrower shall have received all material
         consents and authorizations required pursuant to any material
         Contractual Obligation with any other Person and shall have obtained
         all material consents and authorizations of, and effected all notices
         to and filings with, any Governmental Authority, in each case, as may
         be necessary to allow the Borrower to lawfully and without risk of
         rescission, execute, deliver and perform, in all material respects, its
         obligations under this Amendment and the Transaction Documents to which
         it is, or is to be, a party and each other agreement or instrument to
         be executed and delivered by it pursuant thereto or in connection
         therewith.

                  (iii) No Legal Impediments. No law, regulation, order,
         judgment or decree of any Governmental Authority shall, and neither
         Administrative Agent shall have received any notice that litigation is
         pending or threatened which is likely to, impose or result in the
         imposition of a Material Adverse Effect.

                  (iv) No Change in Condition. No change in the condition
         (financial or otherwise), business, performance, properties, assets,
         operations or prospects of either 

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         Borrower or any of its Subsidiaries and its subsidiaries shall have
         occurred since December 29, 1997, which change, in the judgment of the
         Lenders, will have or is reasonably likely to have a Material Adverse
         Effect.

                  (v) No Default. No Event of Default or Potential Event of
         Default shall have occurred.

                  (vi) Representations and Warranties. All of the
         representations and warranties contained in Section 6.01 of the Credit
         Agreement and in any of the other Loan Documents shall be true and
         correct in all material respects on and as of the Effective Date.

         SECTION 4. Representations and Warranties. The Borrower hereby
represents and warrants to the Lenders party hereto that (i) the execution,
delivery and performance of this Amendment by the Borrower are within the
Borrower's corporate powers and have been duly authorized by all necessary
corporate action, and (ii) this Amendment constitutes the legal, valid and
binding obligation of each Borrower, enforceable against the Borrower, in
accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or other laws relating to or
limiting creditors' rights generally or by equitable principles generally.

         SECTION 5.  Reference to and Effect on the Loan Documents.

         5.1. Upon the effectiveness of this Amendment, on and after the date
hereof each reference in the Credit Agreement to "this Agreement", "hereunder",
"hereof", "herein" or words of like import, and each reference in the other Loan
Documents to the Credit Agreement, shall mean and be a reference to the Credit
Agreement as amended hereby.

         5.2. Except as specifically amended above, all of the terms of the
Credit Agreement and all other Loan Documents shall remain unchanged and in full
force and effect.

         5.3. The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of any Lender or the Administrative Agents under the Credit
Agreement or any of the Loan Documents, nor constitute a waiver of any provision
of the Credit Agreement or any of the Loan Documents.

         5.4. As of the Effective Date of this Amendment and, before and after
giving effect to this Amendment, the Borrower is, and has been, in compliance in
all material respects with all applicable terms, conditions and covenants of the
Credit Agreement and other Loan Documents.


         SECTION 6. Execution in Counterparts. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which 

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when so executed and delivered shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement.

         SECTION 7. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.

         SECTION 8. Guarantor Consent. By its signature below, Foamex
International consents to this Amendment in its capacity as a guarantor under
the Foamex International Guaranty, and hereby affirms its obligations under such
guaranty.

         SECTION 9. Headings. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment or be given any substantive effect.

         SECTION 10. Successors and Assigns. This Amendment shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.



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         IN WITNESS WHEREOF, this Amendment has been duly executed as of the
date first above written.


                                     FOAMEX CARPET CUSHION, INC.


                                     By_______________________________________
                                     Name:
                                     Title:





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                                     FOAMEX INTERNATIONAL INC.


                                     By_______________________________________
                                     Name:
                                     Title:





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                                    CITICORP USA, INC., as Administrative Agent,
                                    Collateral Agent, Intercreditor Agent and 
                                    individually as a Lender


                                    By_______________________________________
                                    Name:
                                    Title:




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                                     CITIBANK, N.A. as Issuing Bank


                                     By_______________________________________
                                     Name:
                                     Title:






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                                    THE BANK OF NOVA SCOTIA, as
                                    Administrative Agent, Funding Agent, Issuing
                                    Bank, individually as a Lender, and as
                                    Intercreditor Agent


                                    By_______________________________________
                                    Name:
                                    Title:













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