AMENDMENT NO. 1
                               TO CREDIT AGREEMENT


     AMENDMENT  NO.  1 TO  CREDIT  AGREEMENT  ("this  Amendment"),  dated  as of
December  1, 2003,  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 (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  Majority  Lenders  and the
Administrative Agent desire to amend the Credit Agreement;

     NOW, THEREFORE, the Borrower, the Guarantors,  the Majority 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.  The  Credit  Agreement  shall  be,  and  upon the
fulfillment  of the  conditions  set forth in  Section 3 hereof  is,  amended as
follows:

     2.1.  Section  7.11(i)  of the  Credit  Agreement  is amended by adding the
phrase ",  Subsidiaries  of Foamex Asia Co.,  Ltd."  immediately  after the name
"Foamex Asia Co., Ltd." in clause (A) of the proviso thereto.

     2.2.  The defined  term  "Restricted  Investment"  in Annex A to the Credit
Agreement  is amended by (i) deleting the word "and" at the end of clause (n) of
such defined  term and  substituting  a semicolon  therefor,  (ii)  deleting the
period at the end of such defined  term and  substituting  "; and"  therefor and
(iii) adding the following clause to the end of such defined term:

     "(p) a loan made by Foamex in an amount  not to exceed  $4,000,000  as more
     fully  described  in a letter to the  Lenders  dated  December  1, 2003 and
     acknowledged by the Administrative Agent; provided, that (i) the loan shall
     be evidenced by a promissory  note payable to the order of Foamex and shall
     be secured by the collateral described in such letter (such promissory note
     and  the  security  documents  to  be  in  form  and  substance  reasonably
     acceptable to the Administrative Agent), (ii) all payments of principal and
     interest  made on such


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     loan shall be promptly applied to the payment of principal on the Revolving
     Loans,  (iii) the  promissory  note  evidencing  such loan and all security
     therefor shall be pledged to the Administrative  Agent pursuant to the U.S.
     Security Agreement (which pledge shall constitute a first priority security
     interest  therein) and such note shall be  delivered to the  Administrative
     Agent duly endorsed to the order of the  Administrative  Agent and (iv) all
     consents or approvals,  including those under the Term Loan B Agreement, to
     permit such loan and pledge  shall have been  obtained and shall be in full
     force and effect."

     SECTION 3. EFFECTIVENESS. This Amendment shall become effective upon:

          (a)  the  Administrative  Agent  receiving  counterparts  hereof  duly
     executed  and  delivered  by the  Borrower,  the  Guarantors,  the Majority
     Lenders and the Administrative Agent; and

          (b) the  Administrative  Agent  receiving (x) a  counterpart  of a Fee
     Letter (the "Fee Letter") between the Borrower and the Administrative Agent
     duly executed and  delivered by the Borrower,  which Fee Letter shall be in
     form and  substance  satisfactory  to the  Administrative  Agent  and shall
     provide for the payment by the Borrower to the  Administrative  Agent,  for
     the ratable benefit of each of the Lenders delivering to the Administrative
     Agent its executed  signature page to this Amendment on or before  December
     5, 2003,  of a certain  amendment fee referred to in the Fee Letter and (y)
     payment of the amendment fee referred to in clause (x) above.

     SECTION 4.  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 5. 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 6.  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)
and (ii) there  exists no Default or Event of  Default.  Each of the  Guarantors
hereby ratifies its Guarantee of the Obligations.


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     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:   Vice President
                               --------------------------------


                      FOAMEX CAPITAL CORPORATION


                      By:      /s/ George L. Karpinski
                               --------------------------------

                      Title:   Vice President
                               --------------------------------


                      FOAMEX LATIN AMERICA, INC.


                      By:      /s/ George L. Karpinski
                               --------------------------------

                      Title:   Vice President
                               --------------------------------


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


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


                      By:      ________________________________

                      Title:   ________________________________


                      GENERAL ELECTRIC CAPITAL CORPORATION


                      By:      ________________________________

                      Title:   ________________________________


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                      BANK ONE, NA (Main Office Chicago)

                      By:      ________________________________

                      Title:   ________________________________


                      THE CIT GROUP/COMMERCIAL SERVICES, INC.


                      By:      ________________________________

                      Title:   ________________________________


                      CONGRESS FINANCIAL CORPORATION
                                               (CENTRAL)

                      By:      ________________________________

                      Title:   ________________________________


                      STATE OF CALIFORNIA PUBLIC EMPLOYEES' RETIREMENT SYSTEM


                      By:      ________________________________

                      Title:   ________________________________


                      ORIX FINANCIAL SERVICES, INC.


                      By:      ________________________________

                      Title:   ________________________________


                      WELLS FARGO FOOTHILL, LLC


                      By:      ________________________________

                      Title:   ________________________________


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