[EXECUTION COPY]



                   AMENDMENT NO. 2 TO FOAMEX CREDIT AGREEMENT

     This  AMENDMENT TO FOAMEX CREDIT  AGREEMENT,  dated as of February 18, 2000
(this  "Amendment"),  amends in certain  respects that certain Credit  Agreement
dated as of June 12,  1997,  as amended and  restated as of February 27, 1998 as
further  amended  and  restated  as of June 29,  1999 (as  amended,  amended and
restated,  supplemented  or otherwise  modified  from time to time,  the "Credit
Agreement") among Foamex L.P., a Delaware limited  partnership  ("Foamex" or the
"Borrower"), FMXI, Inc., a Delaware corporation and managing, general partner of
Foamex ("FMXI"),  the institutions from time to time a party thereto as Lenders,
whether by execution of the Credit  Agreement or an Assignment  and  Acceptance,
the institutions from time to time a party thereto as Issuing Banks,  whether by
execution of the Credit Agreement or an Assignment and Acceptance, Citicorp USA,
Inc., a Delaware  corporation  ("Citicorp"),  in its capacity as the  collateral
agent for the Lenders and the Issuing Banks  thereunder (in such  capacity,  the
"Collateral Agent") and The Bank of Nova Scotia ("Scotiabank"),  in its capacity
as funding  agent for the  Lenders  and  Issuing  Banks (in such  capacity,  the
"Funding  Agent";  together  with  the  Collateral  Agent,  the  "Administrative
Agents").

                              W I T N E S S E T H:

     WHEREAS, the Borrower (which has executed this Amendment) has requested the
undersigned,  which  constitute  the  Requisite  Lenders,  to amend  the  Credit
Agreement as set forth herein. The Lenders party hereto have agreed to amend the
Credit  Agreement to accommodate the request of the Borrower  contained  herein,
subject to the terms set forth herein.

     NOW, THEREFORE,  in consideration of the above recital of the Borrower, the
Requisite Lenders and the Administrative Agents agree as follows:

     SECTION 1. Defined Terms.  Capitalized  terms used herein and not otherwise
defined  herein  shall have the  meanings  provided  to 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 Section 7.01 of the Credit Agreement. Clause (c)
of Section 7.01 of the Credit  Agreement  is hereby  amended by inserting in the
penultimate  line thereof,  immediately  after the language "for the fiscal year
ended December 31, 1999" the following:

          ", contain a going concern qualification,".

     SECTION  3.  Conditions  to  Effectiveness.  This  Amendment  shall  become
effective on the date (the "Effective  Date") on which the following  conditions
precedent have been satisfied (unless waived by the Requisite Lenders):



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          (i)  Documents.  The  Administrative  Agents shall have received on or
     before the  Effective  Date (A) this  Amendment  (x) duly  executed  by the
     Borrower and the Lenders which constitute the Requisite  Lenders and (y) in
     form and substance  satisfactory to the Requisite Lenders and (B) copies of
     the draft  PricewaterhouseCoopers  audit opinion with respect to Foamex and
     its  Subsidiaries  for the  period  ended  December  31,  1999 (the  "Audit
     Opinion"), substantially in form and substance of Annex I attached hereto.

          (ii)  Contracts;  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.

          (iii) No Legal Impediments.  No law,  regulation,  order,  judgment or
     decree of any  Governmental  Authority  shall,  and neither  Administrative
     Agent shall have  received,  on or prior to the Effective  Date, 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 Default.  Both  immediately  before and after giving effect to
     this  Amendment,  no Potential  Event of Default or Event of Default  shall
     have occurred.

          (v)  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 Effective Date.

     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
partnership  powers and have been duly  authorized by all necessary  partnership
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.

     SECTION 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.

     SECTION 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.

     SECTION 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 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.



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     SECTION  5.4.  As of the  Effective  Date  (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  5.5.  Upon  delivery  to Foamex by  PricewaterhouseCoopers  of the
originally   executed  Audit  Opinion,  if  such  Audit  Opinion  shall  not  be
substantially in the form and substance of Annex I hereto, such occurrence shall
constitute an Event of Default under the Credit Agreement,  unless waived by the
Administrative Agents in their sole discretion.

     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 CONFLICTS OF LAWS PRINCIPLES.

     SECTION 8. Guarantor Consent. By its signature below, Foamex  International
hereby (i) consents to this  Amendment in its capacity as a guarantor  under the
Foamex  International  Guaranty  and (ii)  affirms  its  obligations  under such
guaranty.

     SECTION 9. 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 10.  Successors and Assigns.  This Amendment  shall be binding upon
and inure to the benefit of the parties hereto and their  respective  successors
and assigns.



                [REMAFNDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


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


                                       BORROWER

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


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


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                                       FMXI, INC.


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


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                                       FOAMEX INTERNATIONAL INC., as a guarantor


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


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


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


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                                       CITIBANK, N.A., as Issuing Bank


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


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


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


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                                       AG CAPITAL FUNDING PARTNERS, L.P.


                                       By /s/ Michael Gordon
                                           -----------------
                                       Name: Michael Gordon
                                       Title: Authorized Signatory


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                                       BALANCED HIGH-YIELD FUND I LTD.
                                       By: BHF   (USA)   Capital    Corporation
                                           acting as Attorney-In-Fact


                                       By
                                           -----------------
                                       Name:
                                       Title:


                                       By  /s/  Perry Forman
                                           -----------------
                                       Name:    Perry Forman
                                       Title:   Vice President


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                                       BHF (USA) CAPITAL CORPORATION


                                       By
                                           -----------------
                                       Name:
                                       Title:


                                       By  /s/  Perry Forman
                                           -----------------
                                       Name:    Perry Forman
                                       Title:   Vice President



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                                       CERBERUS PARTNERS, L.P.


                                       By  /s/ Mark A. Neporent
                                           --------------------
                                       Name:   Mark A. Newporent
                                       Title:  Managing Director


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                                       COMMERCIAL LOAN FUNDING TRUST I
                                       By:  Lehman   Commercial   Paper  Inc.,
                                            not in its individual capacity, but
                                            solely as Administrative Agent


                                       By  /s/ Michele Swanson
                                           -------------------
                                       Name:   Michele Swanson
                                       Title:  Authorized Signatory


                                       By
                                           -------------------
                                       Name:
                                       Title:


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                                       CREDIT INDUSTRIEL ET COMMERCIAL


                                       By  /s/  Brian O'Leary
                                           ------------------
                                       Name:    Brian O'Leary
                                       Title:   Vice President


                                       By  /s/  Sean Mounier
                                           -----------------
                                       Name:    Sean Mounier
                                       Title:   First Vice President


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                                       CREDIT LYONNAIS NEW YORK BRANCH


                                       By  /s/  Linda D. Tulloch
                                           ---------------------
                                       Name:    Linda D. Tulloch
                                       Title:   Vice President


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                                       CYPRESSTREE INVESTMENT MANAGEMENT
                                       COMPANY, INC.
                                       As: Attorney-in-Fact and on behalf of
                                           First Allmerica Financial Life
                                           Insurance Company as Portfolio
                                           Manager


                                       By  /s/  Philip C. Robbins
                                           ----------------------
                                       Name:    Philip C. Robbins
                                       Title:   Principal


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                                       DELANO COMPANY
                                       By: Pacific  Investment  Management
                                           Company, as its Investment Advisor


                                       By  /s/  Raymond Kennedy
                                           --------------------
                                       Name:    Raymond Kennedy
                                       Title:   Senior Vice President


                                       By: PIMCO Management Inc., a general
                                           partner


                                       By  /s/  Raymond Kennedy
                                           --------------------
                                       Name:    Raymond Kennedy
                                       Title:   Senior Vice President


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                                       GENERAL ELECTRIC CAPITAL CORPORATION


                                       By  /s/  Robert M. Kadlick
                                           ----------------------
                                       Name:    Robert M. Kadlick
                                       Title:   Duly Authorized Signatory


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                                       IMPERIAL BANK


                                       By:  /s/ Ray Vadalma
                                            ---------------
                                       Name:    Ray Vadalma
                                       Title:  Senior Managing Director


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                                       ING HIGH INCOME PRINCIPAL
                                       PRESERVATIONS FUND HOLDINGS, INC.

                                       By:    ING Captial Advisors LLC, as
                                              Investment Advisor

                                       By:  /s/ Michael J. Campbell
                                            -----------------------
                                       Name:    Michael J. Campbell
                                       Title:   Senior Vice President and
                                                Portfolio Manager


                                       ARCHIMEDES FUNDING, L.L.C.

                                       By:    ING Captial Advisors LLC, as
                                              Collateral Manager

                                       By:  /s/ Michael J. Campbell
                                            -----------------------
                                       Name:    Michael J. Campbell
                                       Title:   Senior Vice President and
                                                Portfolio Manager



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                                       KZH CRESCENT LLC


                                       By  /s/  Peter Chin
                                           ---------------
                                       Name:    Peter Chin
                                       Title:   Authorized Agent


<PAGE>
                                       KZH CRESCENT-2 LLC


                                       By  /s/  Peter Chin
                                           ---------------
                                       Name:    Peter Chin
                                       Title:   Authorized Agent


<PAGE>
                                       KZH CYPRESSTREE-1 LLC


                                       By  /s/  Peter Chin
                                           ---------------
                                       Name:    Peter Chin
                                       Title:   Authorized Agent



<PAGE>
                                       KZH LANGDALE LLC


                                       By  /s/  Peter Chin
                                           ---------------
                                       Name:    Peter Chin
                                       Title:   Authorized Agent




<PAGE>
                                       KZH ING-1 LLC


                                       By  /s/  Peter Chin
                                           ---------------
                                       Name:    Peter Chin
                                       Title:   Authorized Agent



<PAGE>
                                       KZH ING-2 LLC


                                       By  /s/  Peter Chin
                                           ---------------
                                       Name:    Peter Chin
                                       Title:   Authorized Agent



<PAGE>
                                       KZH SOLEIL LLC


                                       By  /s/  Peter Chin
                                           ---------------
                                       Name:    Peter Chin
                                       Title:   Authorized Agent



<PAGE>
                                       MASSACHUSETTS MUTUAL LIFE INSURANCE
                                       COMPANY


                                       By  /s/  Steven J. Katz
                                           -------------------
                                       Name:    Steven J. Katz
                                       Title:   Second Vice President


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                                       MASSMUTUAL HIGH YIELD PARTNERS II, LLC

                                       By: HYP MANAGEMENT INC. AS MANAGING
                                           MEMBER

                                       By  /s/  Walter T. Dwyer
                                           --------------------
                                       Name:    Walter T. Dwyer
                                       Title:   Vice President


<PAGE>
                                       MERRILL LYNCH PIERCE FENNER & SMITH


                                       By  /s/  Keith Horn
                                           ---------------
                                       Name:    Keith Horn
                                       Title:   Managing Director


<PAGE>
                                       THE MITSUBISHI TRUST AND BANKING
                                       CORPORATION


                                       By  /s/  Toshihiro Hayashi
                                           ----------------------
                                       Name:    Toshihiro Hayashi
                                       Title:   Senior Vice President


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                                       NATEXIS  BANQUE,  BFCE (formerly  Banque
                                       Francaise du Commerce Exterieur)


                                       By  /s/  Frank H. Madden, Jr.
                                           -------------------------
                                       Name:    Frank H. Madden, Jr.
                                       Title:   Vice President and Group Manager

                                       By  /s/  Jordan Sadler
                                           ------------------
                                       Name:    Jordon Sadler
                                       Title:   Associate


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                                       THE NORTHWESTERN MUTUAL LIFE
                                       INSURANCE COMPANY


                                       By /s/ Jerome R. Baier
                                           -------------------
                                       Name:    Jerome R. Baier
                                       Title:   Its Authorized Representative


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                                       NORTHWOODS CAPITAL LIMITED
                                       By:  Angelo, Gordon & Co.,
                                            as Collateral Manager

                                       By /s/ Michael Gordon
                                           ---------------
                                       Name: Michael Gordon
                                       Title: Authorized Signatory


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                                       PILGRIM PRIME RATE TRUST
                                       By: Pilgrim  Investments,   Inc.,  as
                                           its  Investment Manager


                                       By  /s/  Jason T. Groom
                                           -------------------
                                       Name:    Jason T. Groom
                                       Title:   Assistant Vice President


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                                       ROYALTON COMPANY
                                       By: Pacific  Investment  Management
                                           Company,  as  its Investment Advisor


                                       By  /s/  Raymond Kennedy
                                           --------------------
                                       Name:    Raymond Kennedy
                                       Title:   Senior Vice President


                                       By:  PIMCO Management Inc., a general
                                            partner


                                       By  /s/  Raymond Kennedy
                                           --------------------
                                       Name:    Raymond Kennedy
                                       Title:   Senior Vice President


<PAGE>
                                       VAN KAMPEN
                                       PRIME RATE INCOME TRUST
                                       By:  Van Kampen Investment Advisory Corp.

                                       By  /s/  Darvin D. Pierce
                                           ---------------------
                                       Name:    Darvin D. Pierce
                                       Title:   Vice President


<PAGE>
                                       VAN KAMPEN CLO I, LIMITED
                                       By: Van Kampen AmericanManagement Inc.,
                                           as Collateral Manager


                                       By  /s/  Darvin D. Pierce
                                           ---------------------
                                       Name:    Darvin D. Pierce
                                       Title:   Vice President