[EXECUTION COPY]

                       AMENDMENT NO. 4 TO CREDIT AGREEMENT

     This  AMENDMENT  NO. 4 TO CREDIT  AGREEMENT,  dated as of February 18, 2000
(the  "Amendment"),  amends in certain respects the Credit Agreement dated as of
February 27, 1998 (as amended,  amended and restated,  supplemented or otherwise
modified  from  time to time,  the  "Credit  Agreement"),  among  Foamex  Carpet
Cushion, Inc. ("New GFI" or the "Borrower"),  the institutions from time to time
party thereto as Lenders,  the  institutions  from time to time party thereto as
Issuing  Banks,  Citicorp  USA,  Inc.  ("Citicorp")  as  collateral  agent  (the
"Collatera1  Agent") and The Bank of Nova Scotia, as funding agent (the "Funding
Agent", and 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
Lenders party hereto and the Administrative Agents agree as follows:

     SECTION 1. Defined  Terms.  Terms  defined in the Credit  Agreement and 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:

     SECTION2.1.  Amendment to Section 7.0l of the Credit Agreement.  Clause (c)
of Section 7.01 of the Credit Agreement is hereby amended by (x) deleting clause
(iii) therein and (y) inserting in lieu thereof, the following:

          "(iii)    an    opinion    on    such    financial    statements    by
     PricewaterhouseCoopers   or  such  other   independent   certified   public
     accountants  acceptable to the Administrative  Agents, which opinion shall,
     for the fiscal  year  ended  December  31,  1999,  contain a going  concern
     qualification, and for each fiscal year thereafter, be unqualified."

     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
Requisite  Lenders or unless the deadline for delivery has been  extended by the
Administrative Agents):

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



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          (a)  this   Agreement   duly   executed  and  in  form  and  substance
               satisfactory to the Requisite Lenders;

          (b)  such additional documentation as the Administrative Agents or any
               of the Requisite Lenders may reasonably request; and

          (c)  copies of the draft  PricewaterhouseCoopers  audit  opinion  with
               respect to New GFI for the period ended  December 31, 1999,  (the
               "Audit Opinion"),  substantially in form and substance of Annex I
               attached hereto.

          (ii) 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 i 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 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 neither  Administrative
     Agent  shall  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.

          (iv) No Change in Condition.  No change in the condition (financial or
     otherwise),  business,  performance,   properties,  assets,  operations  or
     prospects of the Borrower or any of its  Subsidiaries  and its subsidiaries
     shall have occurred since December 31, 1998, which change,  in the judgment
     of the  Lenders,  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 6.01 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 Amendment 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
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 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.


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     SECTION 5. Reference to and Effect on the Loan Documents.

     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.

     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.

     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 the Administrative  Agents 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.

     5.4 As of the Amendment Effective Date of, and 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.

     5.5 Upon delivery to New GFI 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.

     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 CONFLICT OF LAWS PRINCIPLES).

     SECTION 8. Guarantor Consent. By its signature below, Foamex  International
consents to this Amendment in its individual capacity,  and as a guarantor under
the  Foamex  International  Guaranty,  and as a  guarantor  hereby  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.



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



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                                        FOAMEX INTERNATIONAL INC.


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



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


                                       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