Exhibit 4.15.14


    Exhibit
      4.15.14

      


       

      CONSENT

       

      UNDER
        DEBTOR-IN-POSSESSION CREDIT AGREEMENT

       

      CONSENT
        UNDER DEBTOR-IN-POSSESSION CREDIT AGREEMENT (“this Consent”), dated as of May
        12, 2006, among FOAMEX L.P., as a debtor and debtor-in-possession under Chapter
        11 of the Bankruptcy Code (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, each as a debtor and
        debtor-in-possession under Chapter 11 of the Bankruptcy Code, Foamex Canada
        Inc.
        as a debtor company and applicant under the Companies’ Creditors Arrangement Act
        (Canada) as a guarantor, the lenders party thereto, the Administrative Agent,
        Banc of America Securities LLC, as sole lead arranger and sole book manager,
        General Electric Capital Corporation, as syndication agent, and Wachovia
        Bank,
        National Association and Wells Fargo Foothill, LLC, as co-documentation agents,
        are parties to a certain Debtor-in-Possession Credit Agreement, dated as
        of
        September 22, 2005, as amended (as amended, restated, supplemented or otherwise
        modified from time to time, the “Credit Agreement”); 

       

      WHEREAS,
        the Borrower desires to amend the Term Loan B Agreement to reduce the interest
        rate payable on the term loans made thereunder, add a leverage ratio financial
        covenant and modify certain test amounts in the minimum EBITDA financial
        covenant;

       

      NOW,
        THEREFORE, subject to the condition precedent set forth in Section 3
        hereof, 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.  CONSENT.
        The Majority Lenders and the Administrative Agent hereby consent to the
        amendment to the Term Loan B Agreement in the form attached hereto as
Exhibit
        A;
        provided,
        that
        such consent shall be in effect only until 12:01 a.m. (New York time) on
        July 1,
        2006 (or such later date as the Administrative Agent shall agree to in writing)
        unless prior to such time (i) the Borrower, the Guarantors, the requisite
        Lenders and the Administrative Agent shall have entered into an amendment
        to the
        Credit Agreement, in form and substance reasonably satisfactory to the
        Administrative Agent, providing for (1) the inclusion into the Credit Agreement
        of (x) the leverage ratio financial covenant (and related definitions) set
        forth
        in Exhibit
        A
        on the
        same terms as therein set forth and (y) an immediate Event of Default (without
        any grace period or notice requirements) if such leverage ratio financial
        covenant shall be breached and (2) the amendment and restatement of the minimum
        EBITDA financial covenant in the Credit Agreement (Section 7.25) to be
        consistent with the amendment and restatement of the minimum EBITDA financial
        covenant in the Term Loan B Agreement set forth in Exhibit
        A
        and (ii)
        the requisite lenders under the Term Loan B Agreement shall have consented
        in
        writing to such amendment to the Credit Agreement pursuant to a consent in
        form
        and substance acceptable to the Administrative Agent. The Borrower and the
        Guarantors hereby agree to the terms of the above consent.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      SECTION
        3. EFFECTIVENESS.
        This Consent shall become effective on such date as counterparts of this
        Consent
        executed by the Borrower, the Guarantors, the Majority Lenders and the
        Administrative Agent shall have been delivered to the Administrative
        Agent.

       

      SECTION
        4. COUNTERPARTS.
        This Consent may be executed in counterparts, each of which shall be an
        original, and all of which, taken together, shall constitute a single
        instrument. This Consent shall be governed by, and construed in accordance
        with,
        the internal laws of the State of New York.

       

      SECTION
        5. REFERENCES
        TO CREDIT AGREEMENT. From and after the effectiveness of this Consent, all
        references in the Credit Agreement to “this Agreement”, “hereof”, “herein”, and
        similar terms shall mean and refer to the Credit Agreement, as modified by
        this
        Consent, and all references in other documents to the Credit Agreement shall
        mean such agreement as modified by this Consent.

       

      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, in which case such
        representations and warranties shall be correct in all material respects
        as of
        such specified prior date) and (ii) there exists no Default or Event of
        Default. Each of the Guarantors hereby ratifies its Guarantee of the Obligations
        and its grant of a security interest in the Collateral in which it has an
        interest to secure the payment of the Obligations.

       

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      IN
        WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed
        by their respective authorized officers as of the day and year first above
        written.

       

      
        	 	“BORROWER”
	 	 
	 	 	
                FOAMEX
                  L.P., a Debtor and Debtor-in-Possession

              
	 	 	 
	 	
                By:

              	
                FMXI,
                  Inc., its Managing General Partner, 

              
	 	 	
                a
                  Debtor and Debtor-in-Possession

              
	 	 	 
	 	 	 
	 	
                 

              	
                
                  By: 
                    /s/ George L. Karpinski

                

              
	 	
                 

              	
                
                  Title: 
                    Vice President

                

              
	 	 	 
	 	“GUARANTORS”
	 	 
	 	FOAMEX
                L.P., a Debtor and Debtor-in-Possession
	 	 
	 	
                By:

              	
                FMXI,
                  Inc., its Managing General Partner,

              
	 	 	
                a
                  Debtor and Debtor-in-Possession

              
	 	 	 
	 	 	 
	 	
                 

              	
                
                  By: 
                    /s/ George L. Karpinski

                

              
	 	
                 

              	
                
                  Title: 
                    Vice President

                

              
	 	 	 
	 	FMXI,
                INC., a Debtor and Debtor-in-Possession
	 	 	 
	 	
                By:

              	
                /s/
                  George L. Karpinski

              
	 	
                Title:

              	
                Vice
                  President

              
	 	 	 
	 	 	 
	 	FOAMEX
                INTERNATIONAL INC., a Debtor and
	 	Debtor-in-Possession
	 	 
	 	
                By:

              	
                /s/
                  George L. Karpinski

              
	 	
                Title:

                 

              	
                Senior
                  Vice President

                 

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	 	 	 
	 	FOAMEX
                CANADA INC., a Debtor Company and
	 	Applicant
	 	 
	 	
                By:

              	
                /s/
                  George L. Karpinski

              
	 	
                Title:

              	
                Treasurer

              
	 	 	 
	 	FOAMEX
                CAPITAL CORPORATION, a Debtor
	 	and
                Debtor-in-Possession
	 	 
	 	
                By:

              	
                /s/
                  George L. Karpinski

              
	 	
                Title:

              	
                Vice
                  President

              
	 	 	 
	 	FOAMEX
                LATIN AMERICA, INC., a Debtor and
	 	Debtor-in-Possession
	 	 	 
	 	
                By:

              	
                /s/
                  George L. Karpinski

              
	 	
                Title:

              	
                Vice
                  President

              
	 	 	 
	 	FOAMEX
                MEXICO, INC., a Debtor and Debtor-
	 	in-Possession
	 	 	 
	 	
                By:

              	
                /s/
                  George L. Karpinski

              
	 	
                Title:

              	
                Vice
                  President

              
	 	 	 
	 	FOAMEX
                MEXICO II, INC., a Debtor and Debtor-
	 	in
                Possession
	 	 
	 	
                By:

              	
                /s/
                  George L. Karpinski

              
	 	
                Title:

              	
                Vice
                  President

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	 	 	 
	 	FOAMEX
                ASIA, INC., a Debtor and Debtor-in-
	 	Possession
	 	 	 
	 	
                By:

              	
                /s/
                  George L. Karpinski

              
	 	
                Title:

              	
                Vice
                  President

              
	 	 	 
	 	FOAMEX
                CARPET CUSHION LLC, a Debtor and
	 	Debtor-in-Possession
	 	 	 
	 	
                By:

              	
                /s/
                  George L. Karpinski

              
	 	
                Title:

              	
                Vice
                  President

              
	 	 	 
	 	“ADMINISTRATIVE
                AGENT”
	 	 	 
	 	BANK
                OF AMERICA, N.A., as the Administrative Agent
	 	 	 
	 	
                By:

              	
                /s/
                  William J. Wilson

              
	 	
                Title:

              	
                Vice
                  President

              
	 	 	 
	 	“LENDERS”
	 	 
	 	BANK
                OF AMERICA, N.A.
	 	 	 
	 	
                By:

              	
                /s/
                  William J. Wilson

              
	 	
                Title:

              	
                Vice
                  President

              
	 	 	 
	 	GENERAL
                ELECTRIC CAPITAL CORPORATION
	 	 	 
	 	
                By:

              	 
	
                 

              	
                Title:

              	 


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        	 	 	 
	 	WACHOVIA
                BANK, NATIONAL
	 	ASSOCIATION
	 	 	 
	 	
                By:

              	 
	
                 

              	
                Title:

              	 
	 	 	 
	 	 	 
	 	WELLS
                FARGO FOOTHILL, LLC
	 	 	 
	 	
                By:

              	
                /s/
                  Juan Barrera

              
	 	
                Title:

              	
                Vice
                  President

              
	 	 	 
	 	 	 
	 	MERRILL
                LYNCH CAPITAL, a division of Merrill Lynch Business Financial Services
                Inc.
	 	 	 
	 	
                By:

              	
                /s/
                  James Betz

              
	 	
                Title:

              	
                Vice
                  President

              
	 	 	 
	 	 	 
	 	THE
                CIT GROUP/BUSINESS CREDIT, INC.
	 	 	 
	 	
                By:

              	
                /s/
                  Matthew V. DeFranco

              
	 	
                Title:

              	
                Assistant
                  Vice President

              
	 	 	 


      

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



      


      EXHIBIT
        A

      


      


      [TERM
        LOAN B AMENDMENT]