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
June 12, 1997, as amended and restated as of February 27, 1998 (as amended,
amended and restated, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among Foamex L.P. ("Foamex" or the "Borrower"), FMXI, Inc.
("FMXI"), 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, 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,
FMXI, 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 partnership powers and have been duly authorized by all necessary
partnership action, and (ii) this Amendment constitutes the legal, valid and
binding obligation of the 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 L.P.
                                    By: FMXI, Inc., Its Managing General Partner


                                    By_______________________________________
                                     Name:
                                     Title:



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                                     FMXI, INC.


                                     By_______________________________________
                                     Name:
                                     Title:

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                                     FOAMEX INTERNATIONAL INC., as Guarantor


                                     By_______________________________________
                                     Name:
                                     Title:

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


                                     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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                                     AERIES FINANCE LTD.


                                     By_______________________________________
                                     Name:
                                     Title:



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                                     ALLSTATE INSURANCE COMPANY


                                     By_______________________________________
                                     Name:
                                     Title:



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                                     ARCHIMEDES FUNDING, L.L.C. By: ING Capital
                                     Advisors, Inc., as Collateral Manager


                                     By_______________________________________
                                     Name:
                                     Title:




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                                     BALANCED HIGH-YIELD FUND I LTD. By:
                                     BHF-Bank Aktiengesellschaft acting through
                                     its New York Branch as Attorney-In-Fact


                                     By_______________________________________
                                     Name:
                                     Title:


                                     By_______________________________________
                                     Name:
                                     Title:



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<PAGE>


                                     BANKBOSTON, N.A.


                                     By_______________________________________
                                     Name:
                                     Title:



                                      -15-
<PAGE>


                                     THE BANK OF NEW YORK


                                     By_______________________________________
                                     Name:
                                     Title:




                                      -16-
<PAGE>


                                     BHF-BANK AKTIENGESELLSCHAFT


                                     By_______________________________________
                                     Name:
                                     Title:


                                     By_______________________________________
                                     Name:
                                     Title:



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<PAGE>


                                     CANADIAN IMPERIAL BANK OF COMMERCE


                                     By_______________________________________
                                     Name:
                                     Title:



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                                     CAPTIVA FINANCE LTD.


                                     By_______________________________________
                                     Name:
                                     Title:



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<PAGE>
                                     CERES FINANCE LTD.


                                     By_______________________________________
                                     Name:
                                     Title:



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<PAGE>
                                     COMMERCIAL LOAN FUNDING TRUST I By:
                                     Wilmington Trust Company solely in its
                                     capacity as owner trustee and not in its
                                     individual capacity


                                     By_______________________________________
                                     Name:
                                     Title:


                                     By_______________________________________
                                     Name:
                                     Title:



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<PAGE>
                                     COMPAGNIE FINANCIERE DE CIC ET DE L'UNION
                                     EUROPEENNE


                                     By_______________________________________
                                     Name:
                                     Title:


                                     By_______________________________________
                                     Name:
                                     Title:



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<PAGE>


                                     CORESTATES BANK, N.A.


                                     By_______________________________________
                                     Name:
                                     Title:


                                     By_______________________________________
                                     Name:
                                     Title:



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<PAGE>
                                     CREDIT LYONNAIS NEW YORK BRANCH


                                     By_______________________________________
                                     Name:
                                     Title:



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                                     CRESCENT/MACH I PARTNERS, L.P.
                                     By:  TCW Asset Management Company Its
                                     Investment Manager


                                     By_______________________________________
                                     Name:
                                     Title:




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<PAGE>

                                     CYPRESS TREE INVESTMENT 
                                     MANAGEMENT COMPANY, INC. 
                                     As: Attorney-in-Fact and on behalf of
                                         First Allmerica Life Insurance Company


                                     By_______________________________________
                                     Name:
                                     Title:

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<PAGE>
                                     DEBT STRATEGIES FUND, INC.


                                     By_______________________________________
                                     Name:
                                     Title:




                                      -27-
<PAGE>
                                     DEEPROCK & COMPANY


                                     By_______________________________________
                                     Name:
                                     Title:



                                      -28-
<PAGE>
                                     DLJ CAPITAL FUNDING, INC.


                                     By_______________________________________
                                     Name:
                                     Title:




                                      -29-
<PAGE>
                                     FLEET NATIONAL BANK


                                     By_______________________________________
                                     Name:
                                     Title:




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<PAGE>
                                     THE FUJI BANK, LIMITED, NEW YORK BRANCH


                                     By_______________________________________
                                     Name:
                                     Title:




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<PAGE>
                                     GENERAL ELECTRIC CAPITAL CORPORATION


                                     By_______________________________________
                                     Name:
                                     Title:



                                      -32-
<PAGE>
                                     HELLER FINANCIAL, INC.


                                     By_______________________________________
                                     Name:
                                     Title:




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<PAGE>


                                     KZH CRESCENT LLC


                                     By_______________________________________
                                     Name:
                                     Title:



                                      -34-
<PAGE>


                                     KZH CRESCENT-2 LLC


                                     By______________________________________
                                     Name:
                                     Title:




                                      -35-
<PAGE>

                                     KZH III LLC


                                     By_______________________________________
                                     Name:
                                     Title:




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<PAGE>
                                     KZH ING-1 LLC


                                     By_______________________________________
                                     Name:
                                     Title:




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<PAGE>


                                     KZH SOLEIL LLC


                                     By_______________________________________
                                     Name:
                                     Title:




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<PAGE>


                                     MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY


                                     By_______________________________________
                                     Name:
                                     Title:



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<PAGE>
                                     MERRILL LYNCH GLOBAL INVESTMENT SERIES:
                                     INCOME STRATEGIES PORTFOLIO

                                     By: Merrill Lynch Asset Management, L.P.,
                                         as Investment Advisor


                                     By_____________________________________
                                     Name:
                                     Title:




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<PAGE>
                                     METROPOLITAN LIFE INSURANCE COMPANY


                                     By_______________________________________
                                     Name:
                                     Title:




                                      -42-
<PAGE>


                                     THE MITSUBISHI TRUST AND BANKING
                                     CORPORATION


                                     By_______________________________________
                                     Name:
                                     Title:




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<PAGE>


                                     ML CBO IV (CAYMAN) LTD.
                                     By:  Protective Asset Management Company, 
                                          as Collateral Manager


                                     By_______________________________________
                                     Name:
                                     Title:




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<PAGE>
                                     MORGAN GUARANTY TRUST COMPANY OF NEW YORK


                                     By_______________________________________
                                     Name:
                                     Title:



                                      -45-
<PAGE>
                                     MORGAN STANLEY SENIOR FUNDING, INC.


                                     By_______________________________________
                                     Name:
                                     Title:



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<PAGE>
                                     NATEXIS BANQUE (formerly Banque Francaise
                                     du Commerce Exterieur)


                                     By_______________________________________
                                     Name:
                                     Title:







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<PAGE>


                                     NATIONSBANK, N.A.


                                     By_______________________________________
                                     Name:
                                     Title:



                                      -48-
<PAGE>
                                     THE NORTHWESTERN MUTUAL LIFE INSURANCE
                                     COMPANY


                                     By_______________________________________
                                     Name:
                                     Title:



                                      -49-
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                                     OCTAGON CREDIT INVESTORS LOAN PORTFOLIO (a
                                     unit of The Chase Manhattan Bank)


                                     By_______________________________________
                                     Name:
                                     Title:




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<PAGE>


                                     ORIX USA CORPORATION


                                     By_______________________________________
                                     Name:
                                     Title:



                                      -51-
<PAGE>
                                     PAMCO CAYMAN LTD.
                                     By: Protective Asset Management, L.L.C., as
                                     Collateral Manager


                                     By_______________________________________
                                     Name:
                                     Title:



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                                     PILGRIM AMERICA PRIME RATE TRUST


                                     By_______________________________________
                                     Name:
                                     Title:



                                      -53-
<PAGE>
                                     ROYALTON COMPANY
                                     By: Pacific Investment Management Company,
                                         as its Investment Advisor


                                     By_______________________________________
                                     Name:
                                     Title:




                                      -54-
<PAGE>

                                     SENIOR FLOATING RATE FUND, INC.


                                     By_______________________________________
                                     Name:
                                     Title:



                                      -55-
<PAGE>
                                     SENIOR HIGH INCOME PORTFOLIO, INC.


                                     By_______________________________________
                                     Name:
                                     Title:




                                      -56-
<PAGE>
                                     SENIOR DEBT PORTFOLIO
                                      By: Boston Management and Research, as
                                         Investment Advisor


                                     By_______________________________________
                                     Name:
                                     Title:



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<PAGE>
                                     STRATA FUNDING LTD.


                                     By_______________________________________
                                     Name:
                                     Title:




                                      -58-
<PAGE>
                                     TCW LEVERAGED INCOME TRUST, L.P.
                                     By: TCW Advisers (Bermuda), Ltd., as
                                     General Partner


                                     By_______________________________________
                                     Name:
                                     Title:

                                     By: TCW Investment Management Company, as
                                     Investment Adviser


                                     By_______________________________________
                                     Name:
                                     Title:




                                      -59-
<PAGE>
                                     VAN KAMPEN AMERICAN CAPITAL PRIME RATE
                                     INCOME TRUST


                                     By_______________________________________
                                     Name:
                                     Title:




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<PAGE>

                                     VAN KAMPEN CLO I, LIMITED
                                     By: Van Kampen American Capital Management
                                     Inc., as Collateral Manager


                                     By_______________________________________
                                     Name:
                                     Title:



                                      -61-