Exhibit 4.10.20

                                                                 Execution Copy
                       AMENDMENT NO. 6 TO CREDIT AGREEMENT


     This  AMENDMENT  NO. 6 TO CREDIT  AGREEMENT,  dated as of December 21, 2001
(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, the Borrower has requested the consent of the Requisite Lenders to
the  consummation  of certain  transactions  described  in a  summary,  entitled
"Transformation  to  Foamex  Vision  2005,"  which  was  made  available  to the
Administrative Agents on November 26, 2001 (the "Transformation Plan");

     WHEREAS,  the  consent  of the  Requisite  Lenders  is  necessary  for  the
consummation  by the  Borrower of the  Transformation  Plan and the Borrower has
requested the Requisite Lenders to so consent to the Transformation Plan;

     WHEREAS, the Requisite Lenders are willing, on the terms and conditions set
forth herein, to consent to the Transformation Plan;

     NOW, THEREFORE, in consideration of the above recitals 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:

     SECTION 2.1.  Amendment to Article 1 of the Credit Agreement.  Article 1 of
the Credit Agreement is hereby amended by the following:

          2.1.1 New Definitions.  The following  definitions are hereby inserted
          in  Section  1.01  of  the  Credit  Agreement  in  their   appropriate
          alphabetical place:

               "Amendment  No. 6 Effective  Date" has the  meaning  given to the
          term  "Amendment  Effective  Date" in the  Amendment  No. 6 to  Credit
          Agreement,  dated as of December 21, 2001,  among New GFI, the Lenders
          party thereto, the Issuing Banks and the Administrative Agents.

               "Transformation  Plan"  means  certain  restructuring  and  other
          related transactions

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          described  in a summary  entitled  "Transformation  to  Foamex  Vision
          2005," made  available  to the  Administrative  Agents on November 26,
          2001.

          2.1.2 Amendment to the definition of EBDAIT.  The definition of EBDAIT
          is hereby  amended by (a) deleting the  semicolon at the end of clause
          (a)(iv)  thereof,  (b) adding the underlined word "plus" at the end of
          clause  (a)(iv)  thereof,  (c)  adding  a new  clause  (v) to  read as
          follows:  "(v)  any  cash  charges  incurred  in  connection  with the
          Transformation  Plan in an aggregate  amount not to exceed  $1,700,000
          and (d) adding a semicolon at the end of the new clause (v) thereof.

          2.1.3 Amendment to the definition of Fixed Charges.  The definition of
          Fixed Charges is hereby  amended by inserting at the end of clause (b)
          thereof,  a new clause to read as follows:  "provided,  however,  if a
          scheduled  payment of principal is required to be made in a subsequent
          period because the scheduled  principal payment date is a non-Business
          Day in the current period, such scheduled payment shall be included in
          the  current  period  as if such  payment  were  made  in the  current
          period".

          2.1.4 Amendment to the definition of Net Worth.  The definition of Net
          Worth is hereby amended by amending and restating the last sentence to
          the end thereof,  and adding a new clause to such  sentence to read as
          follows:  "Any calculation of Net Worth under this Agreement (i) after
          the Effective Date shall not be modified, adjusted, or recalculated in
          accordance with Statement of Financial  Accounting  Standards No. 130,
          such as for currency translations and minimum pension adjustments, and
          (ii) shall exclude from the calculation  thereof any charges  incurred
          in connection with the Transformation  Plan in an aggregate amount not
          to exceed $4,500,000.

     SECTION 2.2.  Amendment to Section  9.02 of the Credit  Agreement.  Section
9.02 of the Credit Agreement is hereby amended by (a) deleting the word "and" at
the end of clause (ii)  thereof,  (b) adding the word "and" at the end of clause
(iii) thereof and (c) adding a new clause (iv) to read as follows: "(iv) leases,
subleases,   sales  or  other   dispositions  of  Property  resulting  from  the
Transformation Plan."

     SECTION 2.3.  Amendment to Section  9.08 of the Credit  Agreement.  Section
9.08 of the Credit Agreement is hereby amended by (a) deleting the word "and" at
the end of clause (v) thereof  and  replacing  it with ";",  (b) adding the word
"and" at the end of clause  (vi)  thereof  and (c) adding a new clause  (vii) to
read  as  follows:  "(vii)  the  sublease  by the  Borrower  to  Foamex  of real
properties leased by the Borrower located in Morrisville,  Pennsylvania and Pico
Rivera, California."

     SECTION 2.4.  Amendment to Section 10.03 of the Credit  Agreement.  Section
10.03 of the Credit Agreement is amended by deleting the entries therein for the
fourth  fiscal  quarter of 2001  through the fourth  fiscal  quarter of 2002 and
replacing them with the following:

            "Fiscal Quarter                             Minimum Ratio
            ---------------                             -------------
            Fourth fiscal quarter of 2001                   0.70:1.00

            First fiscal quarter of 2002                    0.70:1.00

            Second fiscal quarter of 2002                   0.70:1.00


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            Third fiscal quarter of 2002                    0.80:1.00

            Fourth fiscal quarter of 2002                   0.80:1.00

     SECTION 2.5. Amendment to Section 10.04(b) of the CreditAgreement.  Section
10.04(b)  of the Credit  Agreement  is amended by  deleting  the  Maximum  Ratio
therein  for (a) the  fourth  fiscal  quarter  of 2001 and  replacing  it with a
Maximum  Ratio  of  2.50:1:00  and (b) the  first  fiscal  quarter  of 2002  and
replacing it with a Maximum Ratio of 2.35:1:00.

     SECTION  3.  Conditions  to  Effectiveness.  This  Amendment  shall  become
effective on the date hereof (the " Amendment Effective Date"),  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  Amendment  Effective  Date  all of the  following  in form and
     substance satisfactory to the Requisite Lenders:

               (a) this Amendment duly executed by the parties thereto; 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 the Borrower or any of its  Subsidiaries  and its subsidiaries
     shall have occurred since December 31, 1998, which change,  in the judgment
     of the  Lenders,  will  have or is  reasonably  likely  to have a  Material
     Adverse Effect.

          (v) No Default.  After giving  effect to this  Amendment,  no Event of
     Default or Potential Event of Default shall have occurred.

          (vi)  Representations  and Warranties.  All of the representations and
     warranties  contained in Article VI 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 Amendment Effective Date.

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     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 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 Amendment Effective Date of, and after giving effect to, this
Amendment,  the  Borrower is 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 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
(WITHOUT REGARD TO NEW YORK CONFLICT OF LAWS PRINCIPLES).

     SECTION 8. 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 9. 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 /s/ G.L. Karpinski
                                         --------------------------------------
                                         Name: George L. Karpinski
                                         Title: Vice President




                                      -5-

<PAGE>


                                       FOAMEX INTERNATIONAL INC.,
                                       individually and as a guarantor


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




                                      -6-

<PAGE>


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


                                       By /s/ James R. Williams
                                         --------------------------------------
                                         Name: James R. Williams
                                         Title: Vice President




                                      -7-

<PAGE>


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


                                       By /s/ Brian S. Allen
                                         --------------------------------------
                                         Name: Brian S. Allen
                                         Title: Managing Director




                                      -8-