EXECUTION COPY


                               SECOND AMENDMENT TO
                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT

          This SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT,
dated as of November 27, 1996 (the "Second Amendment"), amends in certain
respects the Third Amended and Restated Credit Agreement dated as of July 30,
1996, as amended by the First Amendment to Third Amended and Restated Credit
Agreement dated as of September 30, 1996 (as so amended, the "Credit
Agreement"), among Foamex L.P. ("Foamex"), General Felt Industries, Inc. ("GFI";
and together with Foamex, the "Borrowers"), Trace Foam Company, Inc. ("Trace
Foam"), FMXI, Inc. ("FMXI"), the institutions from time to time party thereto as
Lenders, the institutions from time to time party thereto as Issuing Banks and
Citibank, N.A., as collateral and documentation agent for the Lenders and the
Issuing Banks (the "Collateral Agent") and The Bank of Nova Scotia, as funding
agent for the Lenders and the Issuing Banks (the "Funding Agent"; together with
the Collateral Agent, the "Administrative Agents").

                                R E C I T A L S:

          In connection with the sale by New Partners of its limited partnership
interests in JPS Partners and the sale by JPSGP Inc. ("JPSGP") of its general
partnership interest in JPS Partners (each such sale being referred to
collectively as the "JPS Partners Sale"), and pursuant to a letter dated
September 19, 1996, a copy of which is attached as Exhibit A hereto (the
"Letter"), the Borrowers have requested the undersigned, which constitute the
Requisite Lenders, to amend the Credit Agreement along the lines set forth in
the Letter. The Lenders party hereto have agreed to amend the Credit Agreement
to accommodate the request of the Borrowers contained in the Letter, subject to
the terms set forth in this Second Amendment.

          NOW, THEREFORE, in consideration of the above recitals each of the
Borrowers, Trace Foam, FMXI, the Lenders party hereto and the Administrative
Agents agree as follows:

          SECTION 1. Defined Terms. Terms defined in the Credit Agreement 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 The definition of "Acquisition Transaction Documents" contained in
Section 1.01 of the Credit Agreement is amended in its entirety to read as
follows:

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          "Acquisition Transaction Documents" means (i) solely for purposes of
     Sections 13.02 and 13.03, the JPS Automotive Acquisition Agreement, the JPS
     Automotive Senior Note Indenture, the JPS Automotive Senior Notes and all
     other documents evidencing the JPS Automotive Acquisition, the issuance of
     the JPS Automotive Senior Notes and the transactions contemplated by each
     of the foregoing, and (ii) for all purposes under this Agreement (including
     Sections 13.02 and 13.03), the Discount Debenture Indenture, the Discount
     Debentures, the Foamex International Warrants, the New Partners Note
     Purchase Agreement, the New Partners Note, the New Partners Note Collateral
     Documents, the Foamex International Supply Agreement and all other
     documents evidencing the issuance of the Discount Debentures and the Foamex
     International Warrants, the New Partners Loan, the New Partners Investment
     and the transactions contemplated by each of the foregoing.

          2.2 The definition of "Fixed Charge Coverage Ratio" shall be amended
in its entirety to read as follows:

          "Fixed Charge Coverage Ratio" means, with respect to any period, the
     ratio of (i) EBITDA for such period, minus Capital Expenditures paid during
     such period, minus charges for federal, state, local and foreign income
     taxes actually paid during such period, minus payments made to the partners
     of Foamex during such period pursuant to the Tax Sharing Agreement (other
     than such payments made pursuant to clauses (2) and (3) of the second
     proviso of Section 9.06(iii)) and payments made to any Affiliate of Foamex
     to the extent permitted to be made under Section 9.04 or 9.06 (other than
     such payments made pursuant to Section 9.04(xix), but only to the extent
     such payments are made from cash received by Foamex as a partial repayment
     of the New Partners Note) to (ii) Consolidated Fixed Charges for such
     period.

          2.3 The definition of "JPS Automotive Credit Agreement" contained in
Section 1.01 of the Credit Agreement shall be deleted in its entirety.

          2.4 The definitions of "New Partners Loan" and "New Partners Note"
contained in Section 1.01 of the Credit Agreement shall be amended in their
entirety to read as follows:

          "New Partners Loan" means the loan, the gross proceeds of which did
     not exceed $40,000,000, made by Foamex to New Partners pursuant to the New
     Partners Note Purchase Agreement and evidenced by the New Partners Note.

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          "New Partners Note" means that certain Senior Note due 2006 dated June
     28, 1994 in the original principal amount of $87,943,103.14 issued by New
     Partners in favor of Foamex, as the same may be amended, supplemented or
     otherwise modified from time to time.

          2.5 Section 1.01 of the Credit Agreement is amended by adding the
following definitions to such section in alphabetical order:

          "Consent Solicitation" means the solicitation for consents made to the
     holders of the Discount Debentures in connection with the JPS Partners
     Sale, pursuant to which such holders would consent to waive certain rights
     upon the occurrence of a Change of Control (as defined in the Discount
     Debenture Indenture) resulting from the JPS Partners Sale.

                  "JPS Partners Sale" means the sale by New Partners of its
         limited partnership interests in JPS Partners and the sale by JPSGP,
         Inc. of its general partnership interest in JPS Partners.

          2.6 Section 7.02 of the Credit Agreement is amended in its entirety to
read as follows:

          7.02. Borrowing Base Certificate. At least semi-monthly (and more
     often if requested by either Administrative Agent or by the Requisite
     Lenders), each Borrower shall provide the Administrative Agents and the
     Lenders with a Borrowing Base Certificate, together with such supporting
     documents as either Administrative Agent may reasonably request (including
     updated information concerning Receivables of such Borrower), all certified
     as being true and correct by such Borrower.

          2.7 Section 9.04(ix) of the Credit Agreement is amended in its
entirety to read as follows:

          (ix) so long as no Event of Default or Potential Event of Default has
     occurred and is continuing (or would result therefrom), Investments by
     Foamex in Foamex International and the Managing General Partner in an
     aggregate amount not to exceed (together with any distributions to the
     General Partners pursuant to the Management Agreement permitted under
     Section 9.06(iv)) $4,000,000 in any Fiscal Year; provided that the amount
     of the Investment in Foamex International and the Managing General Partner
     permitted under this clause (ix) shall be reduced by any amounts
     distributed to the Managing General Partner and New Partners by Foamex
     pursuant to Section 9.06(vi); provided further that any Investment
     permitted pursuant to this clause (ix) may be recharacterized by the

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     Borrowers at any time as a Restricted Junior Payment made pursuant to
     Section 9.06(vi);

          2.8 Section 9.04(xi) of the Credit Agreement is amended in its
entirety to read as follows:

          (xi) Investments by Foamex in the New Partners Loan;

          2.9 Section 9.04 of the Credit Agreement is further amended by
deleting the word "and" at the end of clause (xvii) thereof, by replacing the
period at the end of clause (xviii) thereof with a semicolon followed by the
word "and" and by adding the following new clause (xix) at the end of such
section:

          (xix) one or more loans by Foamex to New Partners up to an aggregate
     amount not to exceed the sum of (A) the amount of cash received by Foamex
     as a partial repayment of the New Partners Note from the net cash proceeds
     received by New Partners upon the consummation of the JPS Partners Sale and
     (B) $7,000,000, for the purpose of providing funds to New Partners (v) to
     make payments to the holders of the Discount Debentures in connection with
     the Consent Solicitation, (w) to redeem any Discount Debentures that may be
     required by the holders of such Discount Debentures that did not vote in
     favor of the Consent Solicitation, (x) to make open-market purchases of
     Discount Debentures, (y) to pay fees, expenses and other costs associated
     with the Consent Solicitation and the JPS Partners Sale and (z) to make
     payments in satisfaction of any outstanding obligation it may have as a
     prior owner of JPS Partners.

          2.10 Section 9.05(vi) of the Credit Agreement is amended in its
entirety to read as follows:

          (vi) Accommodation Obligations of Foamex in an aggregate amount not to
     exceed $5,000,000 at any time outstanding in respect of Indebtedness
     incurred by the Foamex Mexico Group;

          2.11 The second proviso of Section 9.06(iii) of the Credit Agreement
is amended in its entirety to read as follows:

     provided further, however, notwithstanding the restrictions set forth in
     this clause (iii), the Borrowers shall be permitted to make distributions
     in respect of Foamex's obligations under the Tax Sharing Agreement (1) to
     the General Partners and the Limited Partner in an aggregate amount not to
     exceed $5,000,000; (2) to New Partners in an aggregate amount not to exceed
     the outstanding principal amount of the loan made by Foamex to New Partners
     pursuant to Section 9.04(xix), including interest accrued thereon, but only
     to the extent the proceeds of such distributions are immediately paid by
     New Partners to Foamex in repayment of such loan; and (3) to its partners

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     for the benefit of Foamex International in an aggregate amount not to
     exceed the outstanding balance (including interest accrued thereon) of that
     certain promissory note dated December 8, 1995 made by Foamex International
     in favor of Foamex in the original principal amount of $2,000,000, but only
     to the extent the proceeds of such distributions are immediately paid by
     Foamex International to Foamex in repayment of such promissory note;

          2.12 Section 9.06(vi) of the Credit Agreement is amended in its
entirety to read as follows:

          (vi) so long as no Event of Default or Potential Event of Default has
     occurred and is continuing (or would result therefrom), distributions by
     the Borrowers to New Partners and the Managing General Partner in an
     aggregate amount not to exceed (together with any distributions to the
     General Partners pursuant to the Management Agreement permitted under
     clause (iv) above) $4,000,000 in any Fiscal Year; provided that the amount
     of the Restricted Junior Payments permitted under this clause (vi) shall be
     reduced by any Investment in Foamex International or the Managing General
     Partner permitted solely pursuant to Section 9.04(ix);

          2.13 Section 9.08 of the Credit Agreement is amended by adding the
phrase "9.04(xix)," immediately following the phrase "Section 9.04(ix)," in
clause (i) thereof.

          2.14 Clauses (vi) and (ix) of Section 9.08 of the Credit Agreement
shall be deleted in their entirety and clauses (vii), (viii), (x), (xi), (xii)
and (xiii) of such section shall be renamed clauses "(vi)", "(vii)", "(viii)",
"(ix)", "(x)" and "(xi)", respectively.

          2.15 Section 10.05 of the Credit Agreement is amended (i) by replacing
the amount "$15,000,000" under the heading "Maximum Amount" opposite "Fiscal
Year 1996" with the amount "$18,500,000" and (ii) by replacing the amount
"$21,000,000" under the heading "Maximum Amount" opposite "Fiscal Year 1997"
with the amount "$24,000,000".

          2.16 Section 11.01(s) of the Credit Agreement is deleted in its
entirety.

          2.17 Section 13.01(b) of the Credit Agreement is amended by deleting
the proviso at the end of clause (iii) of the first sentence thereof and
replacing the semicolon at the end of such clause with a period.

          2.18 Section 13.03 of the Credit Agreement is amended by inserting the
number "(i)" after the phrase "with respect to Indemnified Matters" in the
proviso at the end of the first sentence of such section and adding the

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following phrase immediately preceding the period at the end of such first
sentence:

     or (ii) arising in connection with events or conditions occurring after the
     Effective Date (as defined in the Second Amendment to Third Amended and
     Restated Credit Agreement dated as of November 27, 1996) that relate solely
     to JPS Automotive or JPS Partners or any of the JPS Automotive Acquisition
     Agreement, the JPS Automotive Senior Note Indenture, the JPS Automotive
     Senior Notes or any other document evidencing the JPS Automotive
     Acquisition, the issuance of the JPS Automotive Senior Notes or the
     transactions contemplated by any of the foregoing

          SECTION 3. Consent of the Requisite Lenders. (a) The Requisite Lenders
hereby waive the provisions of Section 3.01(b)(v) of the Credit Agreement that
would require Foamex to prepay the Term Loan with proceeds received by it from
the prepayment or repayment of the principal amount outstanding of the New
Partners Loan but only to the extent such prepayment or repayment is made with
net cash proceeds received by New Partners arising from the consummation of the
JPS Partners Sale.

          (b) The Requisite Lenders hereby consent, pursuant to Sections 9.02,
9.08, 9.16 and 9.19 of the Credit Agreement, (i) to the release by Foamex of its
Lien on the Equity Interests in JPS Partners and JPS Automotive as security for
the New Partners Loan, (ii) to the waiver by Foamex of its rights under Section
4.15 of the New Partners Note arising from the occurrence of a Change of Control
under and as defined in the New Partners Note as a result of the JPS Partners
Sale, (iii) to any amendment to the Discount Debentures resulting from the
Consent Solicitation (and no Event of Default shall occur as a result of any
such amendment) and (iv) to the amendments to the New Partners Note and the
limited partnership agreement of JPS Partners made in connection with the JPS
Partners Sale.

          (c) The Requisite Lenders hereby authorize the Collateral Agent to
enter into the Third Amendment to Amended and Restated Guaranty, dated as of the
date hereof, between Foamex International and the Collateral Agent, a copy of
which is attached hereto as Exhibit B.

          SECTION 4. Conditions to Effectiveness. This Second Amendment shall be
effective as of the date hereof (the "Effective Date"), provided that the
following conditions precedent shall have been satisfied:

          4.1 Execution by Requisite Lenders. The Collateral Agent shall have
received all of the following, each fully executed and in form and substance
satisfactory to the Collateral Agent and the Requisite Lenders, in sufficient
copies for each Lender:

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          (a) this Second Amendment duly executed by the Borrowers, the General
     Partners, the Senior Lenders, the Funding Agent and the Collateral Agent;

          (b) all loan documentation evidencing the loan to be made by Foamex to
     New Partners pursuant to Section 9.04(xix) of the Credit Agreement;

          (c) a copy of the fairness opinion to be issued in respect of the loan
     to be made by Foamex to New Partners pursuant to Section 9.04(xix) of the
     Credit Agreement;

          (d) all notices and other documentation distributed to the holders of
     the Discount Debentures and/or filed with the Securities and Exchange
     Commission in connection with the Consent Solicitation;

          (e) the amendment to or amendment and restatement of the New Partners
     Note made in connection with the JPS Partners Sale; and

          (f) the amendment to the limited partnership agreement of JPS Partners
     made in connection with the JPS Partners Sale.

          4.2 JPS Partners Sale. The JPS Partners Sale shall have been
consummated and New Partners and JPSGP shall have received on the Effective Date
gross proceeds arising from such sale of at least $17,000,000.

          4.3 Discount Debentures. New Partners shall have received consents
from at least 87% of the holders of the Discount Debentures in connection with
the Consent Solicitation.

          4.4 JPS Automotive Credit Agreement. The JPS Automotive Credit
Agreement (as defined immediately prior to the effectiveness of this Second
Amendment) shall have been terminated in accordance with the terms thereof and
the Obligations (as defined in such agreement) of the borrower thereunder then
due and payable shall have been paid in full in cash.

          4.5 No Default. After giving effect to this Second Amendment, no Event
of Default or Potential Event of Default shall have occurred and be continuing
on the Effective Date or shall result from the transactions contemplated in this
Second Amendment.

          4.6 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 (in each case after giving effect to this Second Amendment)
shall be true and correct in all material respects on and as of the Effective

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<PAGE>

Date (except for those representations and warranties which expressly speak as
of a different date).

          SECTION 5. Representations and Warranties. The Borrowers and the
General Partners hereby represent and warrant to the Lenders party hereto that
(i) the execution, delivery and performance of this Second Amendment by each
Borrower and the General Partners are within their respective partnership and
corporate powers and have been duly authorized by all necessary partnership and
corporate action, and (ii) this Second Amendment constitutes the legal, valid
and binding obligation of each Borrower and each General Partner, enforceable
against each of them, respectively, 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 6. Reference to and Effect on the Loan Documents.

          6.1 Upon the effectiveness of this Second 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.

          6.2 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.

          6.3 The execution, delivery and effectiveness of this Second Amendment
     shall not, except as expressly provided herein, operate as a waiver of any
     right, power or remedy of any Lender or either Administrative Agent 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.

          SECTION 7. Execution in Counterparts. This Second 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 8. Governing Law. This Second Amendment shall be governed by,
and shall be construed and enforced in accordance with, the law of the State of
New York.

          SECTION 9. Guarantor Consent. By its signature below, each of Foamex
and GFI consents to this Second Amendment in its separate capacity as a

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<PAGE>

guarantor under the Foamex Guaranty and the GFI Guaranty, respectively, and each
hereby affirms its obligations under such guaranties.

          SECTION 10. Headings. Section headings in this Second Amendment are
included herein for convenience of reference only and shall not constitute a
part of this Second Amendment or be given any substantive effect.

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

                                     FOAMEX L.P.
                                     By: FMXI, Inc.
                                         Its Managing General Partner

                                         By:________________________
                                            Title:

                                         GENERAL FELT INDUSTRIES, INC.

                                         By:________________________
                                            Title:

                                         TRACE FOAM COMPANY, INC.

                                         By:________________________
                                            Title:

                                         FMXI, INC.

                                         By:________________________
                                            Title:

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<PAGE>

                                         CITIBANK, N.A., as Collateral
                                         Agent and individually as a Lender

                                         By:___________________________
                                            Title: Attorney-in-fact

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

                                         By:________________________
                                            Title:

                                         GENERAL ELECTRIC CAPITAL
                                         CORPORATION, as a Lender

                                         By:___________________________
                                            Title: Vice President, being
                                                   duly authorized

                                         HELLER FINANCIAL, INC.,
                                         as a Lender

                                         By:___________________________
                                            Title:

                                         CREDIT LYONNAIS, New York Branch,
                                         as a Lender

                                         By:___________________________
                                            Title:

                                         CREDIT LYONNAIS, Cayman Island
                                         Branch, as a Lender

                                         By:___________________________
                                            Title:

                                         FLEET NATIONAL BANK,
                                         as a Lender

                                         By:___________________________
                                            Title:

                                         NATIONSBANK N.A. (SOUTH), formerly
                                         known as NationsBank of Georgia,
                                         N.A., as a Lender

                                         By:___________________________
                                            Title:

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<PAGE>

                                 ACKNOWLEDGMENT

          Reference is hereby made to that certain Guaranty dated as of November
18, 1993, as amended (the "Guaranty"), executed by the undersigned, FOAMEX
CAPITAL CORPORATION, a Delaware corporation ("FCC"), in favor of the
Administrative Agents, the Lenders and the Issuing Banks. FCC hereby consents to
the terms of the foregoing Second Amendment to Third Amended and Restated Credit
Agreement and agrees that, except as provided in such Second Amendment, the
terms thereof shall not affect in any way its obligations and liabilities under
the Guaranty or any other Loan Document to which it is a party, all of which
obligations and liabilities shall remain in full force and effect and each of
which is hereby reaffirmed.

                                            FOAMEX CAPITAL CORPORATION

                                            By:_______________________
                                               Title:


                                            Dated as of November 27, 1996


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