Exhibit 4.12.7



                       AMENDMENT NO. 5 TO PROMISSORY NOTE


          This AMENDMENT NO. 5 TO PROMISSORY NOTE, dated as of December 21, 2001
(the  "Amendment"),  amends in certain  respects the Promissory Note dated as of
February  27, 1998 (as amended  through the date hereof and as further  amended,
amended and restated,  supplemented or otherwise modified from time to time, the
"Promissory  Note"),  made by Foamex  Car pet  Cushion,  Inc.  ("New GFI" or the
"Promissor"),  in  favor  of  Foam  Funding  LLC  (f/k/a  Trace  Foam  LLC,  the
"Promisee").


                              W I T N E S S E T H:

          WHEREAS,  the  Promissor  (which  has  executed  this  Amendment)  has
requested the Promisee to amend the  Promissory  Note as set forth  herein.  The
Promisee has agreed to amend the Promissory  Note to accommodate  the request of
the Promissor contained herein, subject to the terms set forth herein.

          NOW, THEREFORE,  in consideration of the above recitals, the Promissor
and the Promisee agree as follows:

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

     SECTION 2. Amendments to the Promissory Note. The Promissory Note is hereby
amended as follows:

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

               "Amendment  No. 5 Effective  Date" has the  meaning  given to the
          term  "Amendment  Effective Date" in the Amendment No. 5 to Promissory
          Note, dated as of December __, 2001, between New GFI and the Holder.

               "Transformation  Plan"  means  certain  restructuring  and  other
          related transactions  described in a summary entitled  "Transformation
          to Foamex  Vision  2005,"  made  available  to the  Holder on or about
          December 18, 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.



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          2.1.3  Amendment to the definition of Excess Cash Flow. The definition
          of  "Excess  Cash  Flow" is hereby  amended  by adding  the  following
          proviso to the end thereof:

               "provided, further, however, (i) there shall be excluded from the
          calculation  of the  increase  or  decrease  in  Working  Capital  for
          purposes of clauses (a)(iv) and (b)(v) above the "costs,  expenses and
          other charges incurred in connection with the  Transformation  Plan to
          the extent such items would otherwise  constitute current  liabilities
          and (ii) the  computation  of Excess  Cash Flow shall be reduced by an
          amount  (but to not less than $0) equal to any cash  charges  and debt
          issuance costs paid in connection with the Transformation  Plan during
          such period".

          2.1.4 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".

          2.1.5 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 Note (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.

          2.1.6 Amendment to Section 8.02 of the Promissory  Note.  Section 8.02
          of the  Promissory  Note is hereby  amended by (a)  deleting  the word
          "and" at the end of clause (iii) thereof, (b) adding the word "and" at
          the end of clause (iv) thereof and (c) adding a new clause (v) to read
          as follows:  "(v) leases,  subleases,  sales or other  dispositions of
          Property resulting from the Transformation Plan."

          2.1.7 Amendment to Section 8.08 of the Promissory  Note.  Section 8.08
          of the  Promissory  Note 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 New GFI
          to Foamex of real properties leased by New GFI located in Morrisville,
          Pennsylvania and Pico Rivera, California."

          2.1.8 Amendment to Section 9.03 of the Promissory  Note.  Section 9.03
          of the Promissory  Note is amended by deleting the entries therein for
          the fourth fiscal quarter of 2001 through the fourth fiscal

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          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

          Third fiscal quarter of 2002              0.80:1.00

          Fourth fiscal quarter of 2002             0.80:1.00

          2.1.9  Amendment to Section  9.04(b) of the Promissory  Note.  Section
          9.04(b) of the Promissory  Note is amended by (a) deleting the Maximum
          Ratio therein for the fourth  fiscal  quarter of 2001 and replacing it
          with a Maximum  Ratio of 2.50:1:00  and (b) deleting the Maximum Ratio
          therein for 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
Promisee or unless the deadline for delivery has been extended by the Promisee):

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

               (a)  this  Amendment  duly  executed  and in form  and  substance
          satisfactory to the Promisee; and

               (b) such  additional  documentation  as Promisee  may  reasonably
          request.

          (ii) Consents. The Promissor 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
     Promissor 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 the Promisee shall not 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.

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          (iv) No Change in Condition.  No change in the condition (financial or
     otherwise),  business,  performance,   properties,  assets,  operations  or
     prospects of the Promissor or any of its  Subsidiaries and its subsidiaries
     shall have occurred since December 31, 1998, which change,  in the judgment
     of the  Promisee,  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 Section 5.01 of the Promissory  Note and in any of
     the other  Transaction  Documents shall be true and correct in all material
     respects on and as of the Amendment Effective Date.

     SECTION 4. Representations and Warranties.  The Promissor hereby represents
and warrants to the Promisee that (i) the execution, delivery and performance of
this Amendment by the Promissor are within the Promissor'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 Promissor,
enforceable against the Promissor,  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 Transaction Documents.

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

     5.2  Except  as  specifically  amended  above,  all  of  the  terms  of the
Promissory Note and all other  Transaction  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 the  Promisee  under  the  Promissory  Note or any of the  Transaction
Documents,  nor constitute a waiver of any provision of the  Promissory  Note or
any of the Transaction Documents.

     5.4 As of the Amendment Effective Date of, and after giving effect to, this
Amendment,  the  Promissor is in  compliance  in all material  respects with all
applicable  terms,  conditions  and covenants of the  Promissory  Note and other
Transaction 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.

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     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



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                                       FOAM FUNDING LLC


                                       By: /s/ Philip N. Smith Jr.
                                           ----------------------------------
                                           Name: Philip N. Smith Jr.
                                           Title: Vice President







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                                       CITICORP USA, INC., as Collateral Agent




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







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