GENERAL FELT INDUSTRIES INC, S-4/A, 1997-09-12

GENERAL FELT INDUSTRIES INC
S-4/A, 1997-09-12
MOTOR VEHICLE PARTS & ACCESSORIES

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As filed with the Securities and Exchange Commission on September 12, 1997

Registration No. 333-30291
================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

---------------

Amendment No. 2 to Form S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Foamex L.P.
Foamex Capital Corporation
General Felt Industries, Inc.
Foamex Fibers, Inc.
(Exact name of registrant as specified in its charter)

Delaware 3086 05-0475617
Delaware 9999 22-3182164
Delaware 2273 13-3476119
Delaware 2297 13-3819884
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)

(Primary Standard Industrial
Classification Code Number)

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1000 Columbia Avenue, Linwood, Pennsylvania 19061, (610) 859-3000
(Address, including zip code, and telephone number, including area code, of
registrants' principal executive offices)

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Philip N. Smith, Jr., Esq.
Foamex L.P.
1000 Columbia Avenue
Linwood, Pennsylvania 19061
(610) 859-3000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)

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with a copy to:
Laurence D. Weltman, Esq.
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York 10022
(212) 821-8000

---------------

Approximate date of commencement of proposed sale of the securities to the
public: As soon as practicable after this Registration Statement becomes
effective.

If any of the securities being registered on this Form are to be offered
in connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box. [ ]

---------------

The Registrants hereby amend this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrants
shall file a further amendment that specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, as amended, or until this
Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.

================================================================================

<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20. Indemnification of Directors and Officers.

The Fourth Amended and Restated Agreement of Limited Partnership of Foamex
L.P. (the "Partnership Agreement") generally provides that, to the fullest
extent permitted by law, Foamex will indemnify the partners, their respective
affiliates, officers, directors, stockholders, employees and agents, and any
employee, agent and officer of Foamex, against all expenses actually and
reasonably incurred by it or them in connection with any threatened, pending or
completed action, suit or proceeding against it or them or by, against or in
the right of Foamex to which it or them is or was a party, or is threatened to
be made a party, involving an alleged cause of action for damages arising out
of, or in any way related to or connected with, the business or internal
affairs of Foamex, if, in the transaction giving rise to such action, suit, or
proceeding, such person acted in good faith, without gross negligence or
willful misconduct or the willful breach of the Partnership Agreement and in a
manner such person reasonably believed to be within the scope of its authority
under the Partnership Agreement.

The Certificate of Incorporation and Bylaws of FCC, General Felt and
Foamex Fibers provide that each such corporation shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding (other than an action by or in
the right of such corporation), by reason of the fact that he is or was a
director, officer, employee or agent of such corporation, or is or was serving
at the request of such corporation as a director, officer, employee or agent of
another corporation, partnership or other enterprise, against expenses actually
and reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of such corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful.

The Bylaws of FCC, General Felt and Foamex Fibers further provide that for
actions by or in the right of each of such corporation, similar indemnification
exists, except that no indemnification shall be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable
to such corporation unless and only to the extent that the court in which such
action or suit was brought shall determine that such person is fairly and
reasonably entitled to indemnity for such expenses which such court shall deem
proper.

The Certificates of Incorporation of FCC, General Felt and Foamex Fibers
also provide that a director of any such corporation shall not be personally
liable to such corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, except for liability (1) for any breach of the
director's duty of loyalty to the corporation or its stockholders; (2) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law; (3) under Section 174 of the General Corporation Law
of the State of Delaware; or (4) for any transaction from which the director
derived an improper personal benefit. Additionally, the Certificates of
Incorporation of FCC, General Felt and Foamex Fibers provide that to the
fullest extent permitted by Delaware Law, a director of such corporation shall
not be liable to the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director.

The directors and officers of Foamex International and its subsidiaries
are covered in their capacities as such under a Directors and Officers
insurance policy.

Item 21. Exhibits and Financial Statement Schedules.

(a) Exhibits

<TABLE>
<S> <C>
3.1(a) --Certificate of Limited Partnership of Foamex L.P. ("Foamex").
3.2.1(a) --Fourth Amended and Restated Agreement of Limited Partnership of Foamex L.P., dated as
of December 14, 1993, by and among FMXI Inc. ("FMXI") and Trace Foam Company,
Inc. ("Trace Foam"), as general partners, and Foamex International Inc. ("Foamex
International"), as a limited partner (the "Partnership Agreement").
3.2.2(b) --First Amendment to the Partnership Agreement, dated June 28, 1994.
3.2.3(c) --Second Amendment to the Partnership Agreement, dated June 12, 1997.
3.3(a) --Certificate of Incorporation of FMXI.

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3.4(a) --By-laws of FMXI.
3.5(k) --Certificate of Incorporation of Foamex Capital Corporation ("FCC").
3.6(k) --By-laws of FCC.
3.7(g) --Certificate of Incorporation of General Felt Industries, Inc. ("General Felt").
3.8(g) --By-laws of General Felt.
3.9*** --Certificate of Incorporation of Foamex Fibers, Inc. ("Foamex Fibers").
3.10*** --By-laws of Foamex Fibers.
4.1.1(d) --Indenture, dated as of June 12, 1997, by and among Foamex, FCC, the Subsidiary
Guarantors and The Bank of New York, as Trustee, relating to $150,000,000 principal
amount of 9-7/8% Senior Subordinated Notes due 2007, including the form of Senior
Subordinated Note and Subsidiary Guarantee.
4.1.2(d) --Registration Rights Agreement, dated as of June 12, 1997, by and among Foamex, FCC,
General Felt, Foamex Fibers and all future direct or indirect domestic subsidiaries of
Foamex or FCC, and Donaldson, Lufkin & Jenrette Securities Corporation, Salomon
Brothers Inc. and Scotia Capital Markets, as Initial Purchasers.
4.2.1(e) --Indenture, dated as of June 3, 1993, among Foamex and FCC, as joint and several
obligors, General Felt, as Guarantor, and Shawmut Bank, National Association
("Shawmut"), as trustee, relating to $160,000,000 principal amount of 9-1/2% Senior
Secured Notes due 2000, including the form of Senior Secured Note.
4.2.2(a) --First Supplemental Indenture, dated as of November 18, 1993, among Foamex and FCC,
as Issuers, General Felt and Perfect Fit Industries, Inc. ("Perfect Fit"), as Guarantors and
Shawmut, as trustee, relating to the Senior Secured Notes.
4.2.3(a) --Second Supplemental Indenture, dated as of December 14, 1993, among Foamex and
FCC, as Issuers, Foamex International, General Felt and Perfect Fit, as Guarantors and
Shawmut, as trustee, relating to the Senior Secured Notes.
4.2.4(f) --Third Supplemental Indenture, dated as of August 1, 1996, by and among Foamex L.P.
and FCC, as Issuers, Foamex International, as parent guarantor, General Felt, as
guarantor, Perfect Fit, as withdrawing guarantor, and Fleet National Bank ("Fleet"), as
trustee relating to the Senior Secured Notes.
4.2.5(c) --Fourth Supplemental Indenture, dated as of May 28, 1997, by and among Foamex and
FCC, as Issuers, Foamex International, as Parent Guarantor, General Felt, as Guarantor,
and Fleet, as Trustee.
4.2.6(e) --Company Pledge Agreement, dated as of June 3, 1993, by Foamex in favor of Shawmut,
as trustee for the holders of the Senior Secured Notes.
4.2.7** --Amendment No. 1 to Company (Foamex L.P.) Pledge Agreement, dated June 12, 1997.
4.2.8(e) --Company Pledge Agreement, dated as of June 3, 1993, by FCC in favor of Shawmut, as
trustee for the holders of the Senior Secured Notes.
4.2.9** --Amendment No. 1 to Company (FCC) Pledge Agreement, dated June 12, 1997.
4.2.10(e) --Subsidiary Pledge Agreement, dated as of June 3, 1993, by General Felt in favor of
Shawmut, as trustee for the holders of the Senior Secured Notes.
4.2.11** --Amendment No. 1 to Subsidiary (General Felt) Pledge Agreement, dated June 12, 1997.
4.2.12(e) --Company Security Agreement, dated as of June 3, 1993, by Foamex and FCC in favor of
Shawmut, as trustee for the holders of the Senior Secured Notes.
4.2.13** --Amendment No. 1 to Company Security Agreement, dated June 12, 1997 (Foamex
and FCC).
4.2.14(e) --Subsidiary Security Agreement, dated as of June 3, 1993, by General Felt in favor of
Shawmut, as trustee for the holders of the Senior Secured Notes.
4.2.15** --Amendment No. 1 to Subsidiary Security Agreement, dated June 12, 1997 (General Felt).
4.2.16(e) --Collateral Assignment of Patents and Trademarks, dated as of June 3, 1993, by Foamex in
favor of Shawmut, as trustee for the holders of the Senior Secured Notes.
4.2.17** --Amendment No. 1 to Collateral Assignment of Patents and Trademarks (Foamex), dated
June 12, 1997.
4.2.18(e) --Collateral Assignment of Patents and Trademarks, dated as of June 3, 1993, by FCC in
favor of Shawmut, as trustee for the holders of the Senior Secured Notes.

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4.2.19** --Amendment No. 1 to Collateral Assignment of Patents and Trademarks (FCC), dated
June 12, 1997.
4.2.20(e) --Collateral Assignment of Patents and Trademarks, dated as of June 3, 1993, by General
Felt in favor of Shawmut, as trustee for the holders of the Senior Secured Notes.
4.2.21** --Amendment No. 1 to Collateral Assignment of Patents and Trademarks (General Felt),
dated June 12, 1997.
4.2.22** --Amended and Restated Receivables Intercreditor Agreement, by and among Fleet,
Citicorp USA, Inc. and The Bank of Nova Scotia, dated as of June 12, 1997
4.2.23*** --Intercreditor Agreement, by and among, Fleet, Citicorp USA, Inc. and The Bank of Nova
Scotia, dated as of June 12, 1997. (re: Senior Secured Notes).
4.3.1(g) --Indenture, dated as of October 13, 1992, among Foamex, FCC and The Connecticut
National Bank, as trustee, relating to $150,000,000 principal amount of 11-1/4% Senior
Notes due 2002, including form of Senior Note.
4.3.2(h) --First Supplemental Indenture, dated as of March 23, 1993, among Foamex and FCC, as
joint and several obligors, General Felt, as Guarantor, and Shawmut, as trustee, relating to
the Senior Notes.
4.3.3(a) --Second Supplemental Indenture, dated as of November 18, 1993, among Foamex and
FCC, as Issuers, General Felt and Perfect Fit, as Guarantors and Shawmut, as trustee,
relating to the Senior Notes.
4.3.4(a) --Third Supplemental Indenture, dated as of December 14, 1993, among Foamex L.P. and
FCC, as Issuers, Foamex International, General Felt and Perfect Fit, as Guarantors, and
Shawmut, as trustee, relating to the Senior Notes.
4.3.5(i) --Fourth Supplemental Indenture, dated as of October 31, 1994, among Foamex and FCC
as Issuers, Foamex International as Parent Guarantor, General Felt and Perfect Fit, as
Guarantors and Shawmut, as Trustee, relating to the Senior Notes.
4.3.6(j) --Fifth Supplemental Indenture, dated as of August 1, 1996, by and among Foamex and
FCC, as issuers, Foamex International as Parent Guarantor, General Felt, as guarantor,
Perfect Fit, as withdrawing guarantor, and Fleet, as trustee relating to the Senior Notes.
4.3.7(c) --Sixth Supplemental Indenture, dated as of May 28, 1997, by and among Foamex and
FCC, as Issuers, Foamex International, as Parent Guarantor, GFI, as Guarantor, and Fleet,
as Trustee.
4.3.8*** --Intercreditor Agreement, by and among, Fleet, Citicorp USA, Inc. and The Bank of Nova
Scotia, dated as of June 12, 1997 (re: Senior Notes).
4.4.1(g) --Indenture, dated as of October 13, 1992, among Foamex, FCC and Shawmut, as trustee,
relating to $126,000,000 principal amount of 11-7/8% Senior Subordinated Debentures due
2004, including form of Senior Subordinated Debenture.
4.4.2(h) --First Supplemental Indenture, dated as of March 23, 1993, among Foamex L.P. and FCC,
as joint and several obligors, General Felt, as guarantor, and Shawmut, as trustee, relating
to the Senior Subordinated Debentures.
4.4.3(a) --Second Supplemental Indenture, dated as of November 18, 1993, among Foamex and
FCC, as Issuers, General Felt and Perfect Fit, as Guarantors, and Shawmut, as trustee,
relating to the Senior Subordinated Debentures.
4.4.4(e) --Third Supplemental Indenture, dated as of December 14, 1993, among Foamex L.P. and
FCC, as Issuers, Foamex International, General Felt and Perfect Fit, as Guarantors, and
Shawmut, as trustee, relating to the Senior Subordinated Debentures.
4.4.5(j) --Fourth Supplemental Indenture, dated as of August 1, 1996, among Foamex L.P. and
FCC, as Issuers, Foamex International, as Parent Guarantor, General Felt, as Guarantor,
Perfect Fit, as withdrawing guarantor, and Fleet, as trustee, relating to the Senior
Subordinated Debentures.
4.4.6(c) --Fifth Supplemental Indenture, dated as of May 28, 1997, by and among Foamex and
FCC, as Issuers, Foamex International, as Parent Guarantor, General Felt, as Guarantor,
and Fleet, as Trustee.

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4.5.1(d) --Credit Agreement, dated as of June 12, 1997, by and among Foamex, General Felt, Trace
Foam, FMXI, the institutions from time to time party thereto as lenders, the institutions
from time to time party thereto as issuing banks, and Citicorp USA, Inc. and The Bank of
Nova Scotia, as Administrative Agents.
4.5.2*** --Foamex International Guaranty, dated as of June 12, 1997, in favor of Citicorp USA, Inc.,
as Collateral Agent.
4.5.3*** --Partnership Guaranty, dated as of June 12, 1997, made by Trace Foam Company, Inc. and
FMXI, Inc. in favor of Citicorp USA, Inc., as Collateral Agent.
4.5.4*** --Foamex Guaranty, dated as of June 12, 1997, made by Foamex L.P. in favor of Citicorp
USA, Inc., as Collateral Agent.
4.5.5*** --GFI Guaranty, dated as of June 12, 1997, made by General Felt Industries, Inc. in favor
of Citicorp, USA, Inc., as Collateral Agent.
4.5.6*** --Subsidiary Guaranty, dated as of June 12, 1997, made by Foamex Fibers, Inc. in favor of
Citicorp USA, Inc., as Collateral Agent.
4.5.7*** --Subsidiary Guaranty, dated as of June 12, 1997, made by Foamex Latin America, Inc. in
favor of Citicorp USA, Inc., as Collateral Agent.
4.5.8*** --Subsidiary Guaranty, dated as of June 12, 1997, made by Foamex Mexico, Inc. in favor
of Citicorp USA, Inc., as Collateral Agent.
4.5.9*** --Subsidiary Guaranty, dated as of June 12, 1997, made by Foamex Capital Corporation in
favor of Citicorp USA, Inc., as Collateral Agent.
4.5.10*** --Subsidiary Guaranty, dated as of June 12, 1997, made by Foamex Mexico II, Inc. in favor
of Citicorp USA, Inc., as Collateral Agent.
4.5.11*** --Subsidiary Guaranty, dated as of June 12, 1997, made by Foamex Asia, Inc. in favor of
Citicorp USA, Inc., as Collateral Agent.
4.5.12*** --Partnership Pledge Agreement, dated as of June 12, 1997, made by Trace Foam Company,
Inc., FMXI, Inc., and Foamex International Inc. in favor of Citicorp USA, Inc., as
Collateral Agent.
4.5.13*** --Foamex Pledge Agreement, dated as of June 12, 1997, made by Foamex L.P. in favor of
Citicorp USA, Inc., as Collateral Agent.
4.5.14*** --GFI Pledge Agreement, dated as of June 12, 1997, made by General Felt Industries, Inc.
in favor of Citicorp USA, Inc., as Collateral Agent.
4.4.15*** --Subsidiary Pledge Agreement, dated as of June 12, 1997, made by Foamex Capital
Corporation in favor of Citicorp USA, Inc., as Collateral Agent.
4.5.16*** --Subsidiary Pledge Agreement, dated as of June 12, 1997, made by Foamex Fibers, Inc. in
favor of Citicorp USA, Inc., as Collateral Agent.
4.5.17*** --Subsidiary Pledge Agreement, dated as of June 12, 1997, made by Foamex Latin
America, Inc. in favor of Citicorp USA, Inc., as Collateral Agent.
4.5.18*** --Subsidiary Pledge Agreement, dated as of June 12, 1997, made by Foamex Asia, Inc. in
favor of Citicorp USA, Inc., as Collateral Agent.
4.5.19*** --Subsidiary Pledge Agreement, dated as of June 12, 1997, made by Foamex Mexico, Inc.
in favor of Citicorp USA, Inc., as Collateral Agent.
4.5.20*** --Subsidiary Pledge Agreement, dated as of June 12, 1997, made by Foamex Mexico II,
Inc. in favor of Citicorp USA, Inc., as Collateral Agent.
4.5.21*** --Foamex Security Agreement, dated as of June 12, 1997, made by Foamex L.P. in favor of
Citicorp USA, Inc., as Collateral Agent.
4.5.22*** --GFI Security Agreement, dated as of June 12, 1997, made by General Felt Industries, Inc.
in favor of Citicorp USA, Inc., as Collateral Agent.
4.5.23*** --Subsidiary Security Agreement, dated as of June 12, 1997, made by Foamex Fibers, Inc.
in favor of Citicorp USA, Inc., as Collateral Agent.
4.5.24*** --Subsidiary Security Agreement, dated as of June 12, 1997, made by Foamex Latin
America, Inc. in favor of Citicorp USA, Inc., as Collateral Agent.
4.5.25*** --Subsidiary Security Agreement, dated as of June 12, 1997, made by Foamex Mexico, Inc.
in favor of Citicorp USA, Inc., as Collateral Agent.
4.5.26*** --Subsidiary Security Agreement, dated as of June 12, 1997, made by Foamex Mexico II,
Inc. in favor of Citicorp USA, Inc., as Collateral Agent.

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4.5.27*** --Subsidiary Security Agreement, dated as of June 12, 1997, made by Foamex Asia, Inc. in
favor of Citicorp USA, Inc., as Collateral Agent.
4.5.28*** --Subsidiary Security Agreement, dated as of June 12, 1997, made by Foamex Capital
Corporation, Inc. in favor of Citicorp USA, Inc., as Collateral Agent.
4.6(j) --Commitment Letter, dated July 9, 1996, from The Bank of Nova Scotia to Foamex
Canada Inc.
4.7(a) --Subordinated Promissory Note, dated as of May 6, 1993, in the original principal amount
of $7,014,864 executed by Foamex L.P. to John Rallis ("Rallis").
4.8(a) --Marely Loan Commitment Agreement, dated as of December 14, 1993, by and between
Foamex International and Marely s.a. ("Marely").
4.9(a) --DLJ Loan Commitment Agreement, dated as of December 14, 1993, by and between
Foamex International and DLJ Funding, Inc. ("DLJ Funding").

4.10.1*** --Promissory Note, dated June 12, 1997, in the aggregate principal amount of $5,000,000,
executed by Trace Holdings to Foamex.

4.10.2*** --Promissory Note, dated June 12, 1997, in the aggregate principal amount of $4,794,828,
executed by Trace Holdings to Foamex.
5.1*** --Opinion of Willkie Farr & Gallagher.
8.1*** --Opinion of Willkie Farr & Gallagher, as to tax matters.
10.1.1*** --Amendment to Master Agreement, dated as of June 5, 1997, between Citibank, N.A. and
Foamex.
10.1.2*** --Amended confirmation, dated as of June 13, 1997, between Citibank, N.A. and Foamex.
10.2(h) --Reimbursement Agreement, dated as of March 23, 1993, between Trace Holdings and
General Felt.
10.3(h) --Shareholder Agreement, dated December 31, 1992, among Recticel, s.a. ("Recticel"),
Recticel Holding Noord B.V., Foamex L.P., Beamech Group Limited, LME-Beamech,
Inc., James Brian Blackwell and Prefoam AG relating to foam technology sharing
arrangement.
10.4.1(k) --Asset Transfer Agreement, dated as of October 2, 1990, between Trace Holdings and
Foamex (the "Trace Holdings Asset Transfer Agreement").
10.4.2(k) --First Amendment, dated as of December 19, 1991, to the Trace Holdings Asset Transfer
Agreement.
10.4.3(k) --Amended and Restated Guaranty, dated as of December 19, 1991, made by Trace Foam
in favor of Foamex L.P.
10.5.1(k) --Asset Transfer Agreement, dated as of October 2, 1990, between RFC and Foamex L.P.
(the "RFC Asset Transfer Agreement").
10.5.2(k) --First Amendment, dated as of December 19, 1991, to the RFC Asset Transfer Agreement.
10.5.3(k) --Schedule 5.03 to the RFC Asset Transfer Agreement (the "5.03 Protocol").
10.5.4(h) --The 5.03 Protocol Assumption Agreement, dated as of October 13, 1992, between RFC
and Foamex L.P.
10.5.5(h) --Letter Agreement between Trace Holdings and Recticel regarding the Recticel Guaranty,
dated as of July 22, 1992.
10.6(l) --Supply Agreement, dated June 28, 1994, between Foamex L.P. and Foamex International.
10.7.1(l) --First Amended and Restated Tax Sharing Agreement, dated as of December 14, 1993,
among Foamex, Trace Foam, FMXI and Foamex International.
10.7.2(d) --First Amendment to Amended and Restated Tax Sharing Agreement of Foamex, dated as
of June 12, 1997, by and among Foamex, Foamex International, FMXI, and Trace Foam.
10.8.1(m) --Tax Distribution Advance Agreement, dated as of December 11, 1996, by and between
Foamex and Foamex-JPS Automotive L.P.
10.8.2(d) --Amendment No. 1 to Tax Distribution Advance Agreement, dated as of June 12, 1997, by
and between Foamex International and Foamex.
10.9.1(h) --Trace Foam Management Agreement between Foamex and Trace Foam, dated as of
October 13, 1992.
10.9.2(l) --Affirmation Agreement re: Management Agreement, dated as of December 14, 1993,
between Foamex and Trace Foam.

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10.9.3(d) --First Amendment to Management Agreement, dated as of June 12, 1997, by and between
Foamex and Trace Foam.
10.10.1(k) --Salaried Incentive Plan of Foamex L.P. and Subsidiaries.
10.10.2(k) --Trace Holdings 1987 Nonqualified Stock Option Plan.
10.10.3(k) --Equity Growth Participation Program.

10.10.4(o) --General Felt Industries, Inc. Retirement Plan for Salaried Employees, effective as of
January 1, 1995.
10.10.5(o) --Foamex L.P. Salaried Retirement Plan (formerly known as the Foamex L.P. Products, Inc.
Salaried Employee Retirement Plan), as amended, effective July 1, 1984.

10.10.6(n) --Foamex/General Felt 401(k) Savings Plan dated July 1, 1995.
10.10.7(a) --Foamex International's 1993 Stock Option Plan.
10.10.8(a) --Foamex International's Non-Employee Director Compensation Plan.
10.11.1(o) --Employment Agreement, dated as of February 1, 1994, by and between Foamex L.P. and
William H. Bundy.
10.11.2(p) --Employment Agreement, dated as of July 26, 1995, by and between Foamex L.P. and
Salvatore J. Bonanno.
10.12(a) --Warrant Exchange Agreement, dated as of December 14, 1993, by and between Foamex
International and Marely.
10.13(a) --Warrant Exchange Agreement, dated as of December 14, 1993, by and between Foamex
International and DLJ Funding.
10.14(o) --Stock Purchase Agreement, dated as of December 23, 1993, by and between
Transformacion de Espumas y Fieltros, S.A., the stockholders which are parties thereto,
and Foamex L.P.

10.15(q) --Asset Purchase Agreement, dated as of August 29, 1997, by and among General Felt
Industries, Inc., Foamex L.P., Bretlin, Inc. and The Dixie Group, Inc.
12.1*** --Computation of Ratios of Earnings to Fixed Charges. (Foamex
12.2*** --Computation of Ratios of Earnings to Fixed charges (General Felt)
21.1*** --Subsidiaries of the Registrant.
23.1*** --Consent of Coopers & Lybrand, L.L.P., independent accountants, to Foamex L.P.
23.2*** --Consent of Coopers & Lybrand, L.L.P., independent accountants, to General Felt
Industries, Inc.
23.3*** --Consent of Coopers & Lybrand, L.L.P., independent accountants, to Foamex Capital
Corporation

23.4*** --Consent of Coopers & Lybrand L.L.P., independent accountants, to Foamex Fibers.
23.5*** --Consent of Willkie Farr & Gallagher included in Exhibit 5.1.
25** --Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939
of The Bank of New York, as Trustee under the Indenture.
99.1*** --Form of Letter of Transmittal.
99.2*** --Form of Notice of Guaranteed Delivery.
99.3*** --Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other
Nominees.
99.4*** --Form of Letter to Clients.
</TABLE>

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** Filed herewith.
*** Filed previously.
(a) Incorporated herein by reference to the Exhibit to Foamex International's
Registration Statement on Form S-1, Registration No. 33-69606.
(b) Incorporated herein by reference to the Exhibit to the Annual Report on
Form 10-K of Foamex L.P. for the fiscal year ended January 1, 1995.
(c) Incorporated herein by reference to the Exhibit to the Current Report on
Form 8-K of Foamex L.P. reporting an event that occurred May 28, 1997.
(d) Incorporated herein by reference to the Exhibit to the Current Report on
Form 8-K of Foamex L.P. reporting an event that occurred June 12, 1997.
(e) Incorporated herein by reference to the Exhibit to the Registration
Statement of Foamex L.P. and FCC on Form S-4, Registration No. 33-65158.

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(f) Incorporated herein by reference to the Exhibit to the Quarterly Report
on Form 10-Q of Foamex L.P. for the quarterly period ended June 30, 1996.
(g) Incorporated herein by reference to the Exhibit to the Registration
Statement of Foamex L.P., FCC and General Felt on Form S-1, Registration
Nos. 33-60888, 33-60888-01, and 33-60888-02.
(h) Incorporated herein by reference to the Exhibit to the Annual Report Form
10-K Statement of Foamex L.P. and FCC for the fiscal year ended January
3, 1993.
(i) Incorporated herein by reference to the Exhibit to the Annual Report on
Form 10-K of Foamex International for the fiscal year ended January 1,
1995.
(j) Incorporated herein by reference to the Exhibit to the Quarterly Report
on Form 10-Q of Foamex L.P. for the quarterly period ended September
30, 1996.
(k) Incorporated herein by reference to the Exhibit to the Registration
Statement of Foamex L.P. and FCC on Form S-1, Registration Nos. 33-49976
and 33-49976-01.
(l) Incorporated herein by reference to the Exhibit to the Registration
Statement of FJPS, FJCC and Foamex International on Form S-4, Registration
No. 33-82028.
(m) Incorporated herein by reference to the Exhibit to the Annual Report on
Form 10-K of Foamex L.P. for the fiscal year ended December 29, 1996.
(n) Incorporated herein by reference to the Exhibit to the Quarterly Report
on Form 10-Q of Foamex L.P. for the quarterly period ended July 2, 1995.
(o) Incorporated herein by reference to the Exhibit to the Annual Report Form
10-K of Foamex International for the fiscal year ended January 2, 1994.
(p) Incorporated herein by reference to the Exhibit to the Annual Report on
Form 10-K of Foamex L.P. for the fiscal year ended December 31, 1995.

(q) Incorporated herein by reference to the Current Report on Form 8-K of
Foamex L.P. reporting an event that occurred August 29, 1997.

Certain instruments defining the rights of security holders have been
excluded herefrom in accordance with Item 601(b)(4)(iii) of Regulation S-K.
The Registrant hereby agrees to furnish a copy of any such instrument to the
Commission upon request.

(d) Schedules

None.

Item 22. Undertakings.

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
Registrants pursuant to the provisions described under Item 20 above, or
otherwise, the Registrants have been advised that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrants of expenses incurred or paid by a director,
officer or controlling person of the Registrants in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrants will, unless in the opinion of their counsel the matter has been
settled by controlling precedent, submit to court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

The undersigned Registrants hereby undertake to respond to requests for
information that is incorporated by reference into the Prospectus pursuant to
Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the Registration Statement through
the date of responding to the request.

The undersigned Registrants hereby undertake to supply by means of a
post-effective amendment all information concerning a transaction, and the
Issuers being acquired involved therein, that was not the subject of and
included in this Registration Statement when it became effective.

The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrants' annual reports pursuant to section 13(a) or section 15(d) of

II-7
<PAGE>

the Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

The undersigned registrants hereby undertake as follows: that prior to any
public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuers undertake that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other Items of the applicable form.

II-8
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant has duly caused this Amendment No. 2 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of New York, State of New York, on the 12 day of
September, 1997.

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

By: /s/ Philip N. Smith, Jr.
-----------------------------------
Name: Philip N. Smith, Jr.
Title: Vice President of FMXI, Inc.
and Foamex L.P.

Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant has duly caused this Amendment No. 2 to the Registration
Statement to be signed on its behalf by the undersigned, each thereunto duly
authorized in the City of New York, State of New York, on the 12 day of
September, 1997.

<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
* Chairman and Chief Executive Officer of
- ---------------------------------------- FMXI, Inc. and Foamex L.P.
Andrea Farace (principal executive officer)

* Vice Chairman of Foamex L.P. and FMXI, Inc.
- ----------------------------------------
Marshall S. Cogan

* President and Chief Operating Officer of Foamex
- ---------------------------------------- L.P. and FMXI, Inc. and a director of FMXI, Inc.
Salvatore J. Bonanno

* Senior Vice President of Finance and Chief
- ---------------------------------------- Financial Officer of Foamex L.P. and
Kenneth R. Fuette (principal financial officer)nce and

/s/ R. Allen Baker Chief Accounting Officer of Foamex L.P.
- ---------------------------------------- and FMXI, Inc.
R. Allen Baker (principal accounting officer)

* By: /s/ Philip N. Smith, Jr.
- ----------------------------------------
Philip N. Smith, Jr.
Attorney-in-Fact
</TABLE>

II-9
<PAGE>

SIGNATURES

FOAMEX CAPITAL CORPORATION

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

Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant has duly caused this Amendment No. 2 to the Registration
Statement to be signed on its behalf by the undersigned, each thereunto duly
authorized in the City of New York, State of New York, on the 12 day of
September, 1997.

<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
* Chairman and Chief Executive Officer
- ---------------------------------------- (principal executive officer)
Andrea Farace

* Senior Vice President of Finance, Chief Financial
- ---------------------------------------- Officer and a director
Kenneth R. Fuette (principal financial officer)

/s/ R. Allen Baker Chief Accounting Officer
- ---------------------------------------- (principal accounting officer)
R. Allen Baker

* Director
- ----------------------------------------
Marshall S. Cogan

* Vice President and a director
- ----------------------------------------
Robert H. Nelson

* By: /s/ Philip N. Smith, Jr.
- ----------------------------------------
Philip N. Smith, Jr.
Attorney-in-Fact
</TABLE>

II-10
<PAGE>

SIGNATURES

GENERAL FELT INDUSTRIES, INC.

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

Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Amendment No. 2 to the Registration Statement
to be signed on its behalf by the undersigned, each thereunto duly authorized
in the City of New York, State of New York, on the 12 day of September, 1997.

<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
* President and a director
- ---------------------------------------- (principal executive officer)
Theodore J. Kall
* Chief Financial Officer and a director
- ---------------------------------------- (principal financial officer)
Kenneth R. Fuette

/s/ R. Allen Baker Chief Accounting Officer
- ---------------------------------------- (principal accounting officer)
R. Allen Baker

* Vice President
- ----------------------------------------
Robert H. Nelson

* Chairman
- ----------------------------------------
Andrea Farace

* Director
- ----------------------------------------
Marshall S. Cogan

* Director
- ----------------------------------------
Barry Zimmerman

* By: /s/ Philip N. Smith, Jr.
- ----------------------------------------
Philip N. Smith, Jr.
Attorney-in-Fact
</TABLE>

II-11
<PAGE>

SIGNATURES

FOAMEX FIBERS, INC.

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

Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant has duly caused this Amendment No. 2 to the Registration
Statement to be signed on its behalf by the undersigned, each thereunto duly
authorized in the City of New York, State of New York, on the 12 day of
September, 1997.

<TABLE>
<CAPTION>
Signature Title
--------- ------
<S> <C>
* Chairman and Chief Executive Officer
- ---------------------------------------- (principal executive officer)
Andrea Farace

* Treasurer
- ---------------------------------------- (principal financial officer)
Kenneth R. Fuette

/s/ R. Allen Baker Chief Accounting Officer
- ---------------------------------------- (principal accounting officer)
R. Allen Baker

* Vice President
- ----------------------------------------
Robert H. Nelson

* Director
- ----------------------------------------
Salvatore J. Bonanno

* Director
- ----------------------------------------
Marshall S. Cogan

* By: /s/ Philip N. Smith, Jr.
- ----------------------------------------
Philip N. Smith, Jr.
Attorney-in-Fact
</TABLE>

II-12

Exhibit 4.2.7

AMENDMENT NO. 1 TO

COMPANY PLEDGE AGREEMENT

THIS AMENDMENT NO. 1 TO COMPANY PLEDGE AGREEMENT, (the
"Amendment") is made and entered into as of June 12, 1997, by Foamex L.P., a
Delaware limited partnership, having its principal office at 1000 Columbia
Avenue, Linwood, PA 19061 (the "Pledgor") and Fleet National Bank (formerly
known as Shawmut Bank, N.A.), a national banking association, having an office
at One Federal Street, Boston, MA 02211 as trustee (the "Trustee"), for the
holders of the Senior Secured Notes. This Amendment amends certain provisions of
the Company Pledge Agreement between the Pledgor and the Trustee, dated as of
June 3, 1993 (the "Pledge Agreement").

WHEREAS, the Pledgor and the Trustee entered into the Pledge
Agreement to secure the Obligations of the Pledgor to the Securityholders
pursuant to the terms of the Senior Secured Note Indenture;

WHEREAS, Foamex L.P. and Foamex Capital Corporation, as
issuers, General Felt Industries, Inc., as guarantor, Foamex International Inc.,
as parent guarantor, and the Trustee have executed the Fourth Supplemental
Indenture to the Senior Secured Note Indenture, which provides for, among other
things, the granting by the Pledgor of certain Liens in the Collateral, the
transfer of possession of the Collateral to a collateral agent pursuant to the
terms of an intercreditor agreement, and the amendment of the Collateral
Documents; and

WHEREAS, the Pledgor has requested that the Trustee enter into
the Intercreditor Agreement and this Amendment.

NOW, THEREFORE, in consideration of the premises, the mutual
agreements and covenants contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

Article I.

DEFINITIONS

Section 1.1. Definitions. Unless otherwise defined herein:

(a) the terms defined in the introductory paragraph and the
Recitals to this Amendment shall have the respective meanings specified
therein;

(b) capitalized terms used herein and not otherwise defined
shall have the meaning ascribed to them in the Pledge Agreement; and
<PAGE>

"Intercreditor Agreement" means an intercreditor agreement
entered into between the Trustee and the holder of another Lien in the
Collateral, on the terms and subject to the conditions set forth in the
Senior Secured Note Indenture, including, without limitation, the
Intercreditor Agreement, dated as of the date hereof, between the
Trustee and The Bank of Nova Scotia and Citicorp USA, Inc.

Article II.

AMENDMENT OF PROVISIONS

Section 2.1. Amendment of Section 3. Section 3 of the Pledge
Agreement is hereby amended and restated in its entirety as follows:

"SECTION 3. Delivery of Collateral. All certificates or
instruments representing or evidencing the Collateral shall either (a)
be held pursuant to the terms of the Intercreditor Agreement, or (b) be
delivered to and held by or on behalf of the Trustee pursuant hereto
and shall be in suitable form for transfer by delivery, or shall be
accompanied by duly executed instruments of transfer or assignment in
blank, all in form and substance satisfactory to the Trustee."

Section 2.2. Amendment of Section 4.

(a) Section 4(c) of the Pledge Agreement is hereby amended and
restated in its entirety as follows:

"(c) The Pledgor is the legal, record and beneficial owner of
the Collateral, free and clear of any Lien or claims of any person
except for Liens not prohibited by the terms of the Senior Secured Note
Indenture and the security interest created by this Company Pledge
Agreement and any other Collateral Document."

(b) Section 4(e) of the Agreement is hereby amended and
restated in its entirety as follows:

"(e) Upon the delivery to either (i) the agent under the
Intercreditor Agreement, or (ii) the Trustee of the Collateral and (as
to certain proceeds thereof) the filing of Uniform Commercial Code (the
"UCC") financing statements, the pledge of the Collateral pursuant to
this Company Pledge Agreement creates a valid and perfected first
priority security interest in the Collateral,

-2-
<PAGE>

securing the payment of the Obligations for the benefit of the
Trustee and the Securityholders, and enforceable as such against all
creditors of the Pledgor and any persons purporting to purchase any of
the Collateral from the Pledgor other than as permitted by the Senior
Secured Note Indenture."

"(f) Except as set forth in the Intercreditor Agreement, no
consent of any other person and no consent, authorization, approval, or
other action by, and no notice to or filing with, any governmental
authority or regulatory body is required either (i) for the pledge by
the Pledgor of the Collateral pursuant to this Company Pledge Agreement
or for the execution, delivery or performance of this Company Pledge
Agreement by the Pledgor (except for filings necessary to perfect Liens
on the proceeds of the Collateral) or (ii) for the exercise by the
Trustee of the voting or other rights provided for in this Company
Pledge Agreement or the remedies in respect of the Collateral pursuant
to this Company Pledge Agreement, except, in each case, as may be
required in connection with such disposition by laws affecting the
offering and sale of securities."

Section 2.3. Amendment of Section 6.

(a) Section 6(e) of the Pledge Agreement is hereby amended and
restated in its entirety as follows:

"(e) Subject to the terms of the Intercreditor Agreement, upon
the occurrence and during the continuance of an Event of Default, (i)
all rights of the Pledgor to exercise the voting and other consensual
rights that it would otherwise be entitled to exercise pursuant to
Section 6(a) shall cease, and all such rights shall thereupon become
vested in the Trustee, which shall thereupon have the sole right to
exercise such voting and other consensual rights, and (ii) all interest
and principal payments and dividends or other distributions payable in
respect of the Collateral shall be paid to the Trustee and the
Pledgor's right to receive such payments pursuant to Sections 6(b) and
6(c) hereof shall immediately cease."

(b) Section 6(f) of the Pledge Agreement is hereby amended and
restated in its entirety as follows:

-3-
<PAGE>

"(f) Subject to the terms of the Intercreditor Agreement, upon
the occurrence and during the continuance of an Event of Default, the
Pledgor shall execute and deliver (or cause to be executed and
delivered) to the Trustee all such proxies and other instruments as the
Trustee may reasonably request for the purpose of enabling the Trustee
to exercise the voting and other rights that it is entitled to exercise
pursuant to Section 6(e) above."

Section 2.4. Amendment of Section 7(b). Section 7(b) of the
Pledge Agreement is hereby amended and restated in its entirety as follows:

"(b) Except as not prohibited by the Senior Secured Note
Indenture, the Pledgor agrees that it will not (i) enter into any
agreement or understanding that purports to or may restrict or inhibit
the Trustee's rights or remedies hereunder, including, without
limitation, the Trustee's right to sell or otherwise dispose of the
Collateral, (ii) permit any Issuer to merge or consolidate, unless all
outstanding capital stock owned by the Pledgor (or, in the case of a
surviving corporation organized under the laws of a jurisdiction other
than within the United States, an amount equal to the lesser of (A) all
of the shares of capital stock of such surviving corporation owned by
the Pledgor at such time, and (B) sixty-five percent (65%) of the total
combined voting power of all classes of capital stock of such surviving
corporation outstanding at such time) of the surviving corporation is,
upon such merger or consolidation, pledged hereunder to the Trustee
(or, in the case of a surviving corporation organized under the laws of
a jurisdiction other than within the United States, to a Restricted
Guarantor) or (iii) fail to pay or discharge any tax, assessment or
levy of any nature not later than five days prior to the date of any
proposed sale under any judgment, writ or warrant of attachment with
regard to the Collateral."

Section 2.5. Amendment of Section 12. Section 12 of the Pledge
Agreement is hereby amended by adding the following phrase after the title
thereof "Remedies Upon Event of Default": "Except as otherwise set forth in an
Intercreditor Agreement:".

Section 2.6. Amendment of Section 16.9. Section 16.9 of the
Pledge Agreement is hereby amended and restated as follows:

"SECTION 16.9 Interpretation of Company Pledge Agreement. All
terms not defined herein or in the

-4-
<PAGE>

Senior Secured Note Indenture shall have the meaning set forth
in the applicable Uniform Commercial Code, except where the context
otherwise requires. To the extent a term or provision of this Company
Pledge Agreement conflicts with the Senior Secured Note Indenture, the
Senior Secured Note Indenture shall control with respect to the subject
matter of such term or provision. To the extent a term or provision of
this Company Pledge Agreement or the Senior Secured Note Indenture
conflicts with an Intercreditor Agreement, the Intercreditor Agreement
shall control with respect to the subject matter of such term or
provision. Acceptance of or acquiescence in a course of performance
rendered under this Company Pledge Agreement shall not be relevant to
determine the meaning of this Company Pledge Agreement even though the
accepting or acquiescing party had knowledge of the nature of the
performance and opportunity for objection."

Article III.

REPRESENTATIONS AND WARRANTIES

Section 3.1. Pledgor's Representations and Warranties . The
Pledgor represents and warrants to the Trustee that this Amendment is authorized
pursuant to the terms of the Senior Secured Note Indenture.

Article IV.

MISCELLANEOUS

Section 4.1. Counterparts. This Amendment may be executed in
counterparts, each of which when so executed shall be deemed to be an original,
but all such counterparts shall together constitute one and the same instrument.

Section 4.2. Severability. In the event that any provision in
this Amendment shall be held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

Section 4.3. Headings. The article and section headings herein
are for convenience only and shall not effect the construction hereof.

Section 4.4. Effect of Amendment. Except as amended by this
Amendment, the terms and provisions of the Pledge Agreement shall remain in full
force and effect.

Section 4.5. Trustee. The Trustee accepts the amendments of
the Pledge Agreement effected by this Amendment,

-5-
<PAGE>

but only upon the terms and conditions set forth herein. Without limiting the
generality of the foregoing, the Trustee assumes no responsibility for the
correctness of the recitals herein contained, which shall be taken as the
statements of the Pledgor, and the Trustee shall not be responsible or
accountable in any way whatsoever for or with respect to the validity or
execution or sufficiency of this Amendment, and the Trustee makes no
representation with respect thereto.

[The remaining portion of this page is intentionally left
blank.]

-6-
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their duly authorized representative as of the date
hereof.

ATTEST: FOAMEX L.P.

/s/ Tambra S. King By: FMXI, INC.
- ------------------ its Managing General Partner

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

ATTEST: FLEET NATIONAL BANK
as Trustee
- --------------------
By:/s/ Gerald P. Beezley
----------------------------------
Name: Gerald P. Beezley
Title: Vice President

-7-
<PAGE>

STATE OF NEW YORK

COUNTY OF NEW YORK

BEFORE ME, the undersigned, a Notary Public in and for said
State and County, on this day personally appeared George Karpinski the Vice
President of FMXI, INC., the Managing General Partner of Foamex L.P., a Delaware
limited partnership, known to me to be the person and officer whose name is
subscribed to the foregoing instrument, and acknowledged to me that the same was
the act of the said FMXI, Inc., and that he executed the same as the act of such
corporation with the authority of the board of directors for the purposes and
consideration therein expressed and in the capacity therein stated.

/s/ Susan Y. Choung
------------------------------------------------
Notary Public, State of New York
------------------------------------------------
Printed Name: Susan Y. Choung
------------------------------------------------

My Commission Expires:

April 1, 1998
- -------------------------------

STATE OF NEW YORK

COUNTY OF NEW YORK

BEFORE ME, the undersigned, a Notary Public in and for said
State and County, on this day personally appeared Gerald P. Beezely, VP of FLEET
NATIONAL BANK (formerly known as Shawmut Bank, N.A.), known to me to be the
person and officer whose name is subscribed to the foregoing instrument, and
acknowledged to me that the same was the act of the said bank and that he
executed the same as the act of such bank for the purposes and consideration
therein expressed and in the capacity therein stated.

My Commission Expires:

April 1, 1998
- -------------------------------

-8-

Exhibit 4.2.9

AMENDMENT NO. 1 TO

COMPANY PLEDGE AGREEMENT

THIS AMENDMENT NO. 1 TO COMPANY PLEDGE AGREEMENT, (the
"Amendment") is made and entered into as of June 12, 1997, by Foamex Capital
Corporation, a Delaware corporation, having its principal office at 1000
Columbia Avenue, Linwood, PA 19061 (the "Pledgor") and Fleet National Bank
(formerly known as Shawmut Bank, N.A.), a national banking association, having
an office at One Federal Street, Boston, MA 02211 as trustee (the "Trustee"),
for the holders of the Senior Secured Notes. This Amendment amends certain
provisions of the Company Pledge Agreement between the Pledgor and the Trustee,
dated as of June 3, 1993 (the "Pledge Agreement").

WHEREAS, the Pledgor and the Trustee entered into the Pledge
Agreement to secure the Obligations of the Pledgor to the Securityholders
pursuant to the terms of the Senior Secured Note Indenture;

WHEREAS, the Pledgor has requested that the Trustee enter into
the Intercreditor Agreement and this Amendment.

Article I.

DEFINITIONS

Section 1.1. Definitions. Unless otherwise defined herein:

(a) the terms defined in the introductory paragraph and the
Recitals to this Amendment shall have the respective meanings specified
therein;

(b) capitalized terms used herein and not otherwise defined
shall have the meaning ascribed to them in the Pledge Agreement; and
<PAGE>

Article II.

AMENDMENT OF PROVISIONS

Section 2.1. Amendment of Section 3. Section 3 of the Pledge
Agreement is hereby amended and restated in its entirety as follows:

Section 2.2. Amendment of Section 4.

(a) Section 4(c) of the Pledge Agreement is hereby amended and
restated in its entirety as follows:

(b) Section 4(e) of the Agreement is hereby amended and
restated in its entirety as follows:

-2-
<PAGE>

Section 2.3. Amendment of Section 6.

(a) Section 6(e) of the Pledge Agreement is hereby amended and
restated in its entirety as follows:

(b) Section 6(f) of the Pledge Agreement is hereby amended and
restated in its entirety as follows:

-3-
<PAGE>

Section 2.4. Amendment of Section 7(b). Section 7(b) of the
Pledge Agreement is hereby amended and restated in its entirety as follows:

Section 2.6. Amendment of Section 16.9. Section 16.9 of the
Pledge Agreement is hereby amended and restated as follows:

"SECTION 16.9 Interpretation of Company Pledge Agreement. All
terms not defined herein or in the

-4-
<PAGE>

Article III.

REPRESENTATIONS AND WARRANTIES

Article IV.

MISCELLANEOUS

Section 4.3. Headings. The article and section headings herein
are for convenience only and shall not effect the construction hereof.

Section 4.4. Effect of Amendment. Except as amended by this
Amendment, the terms and provisions of the Pledge Agreement shall remain in full
force and effect.

Section 4.5. Trustee. The Trustee accepts the amendments of
the Pledge Agreement effected by this Amendment,

-5-
<PAGE>

[The remaining portion of this page is intentionally left
blank.]

-6-
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their duly authorized representative as of the date
hereof.

ATTEST: FOAMEX L.P.

/s/ Tambra S. King By: /s/ George Karpinski
- ------------------ ----------------------------------
Name: George Karpinski
Title: Vice President

ATTEST: FLEET NATIONAL BANK
as Trustee
- --------------------
By:/s/ Gerald P. Beezley
----------------------------------
Name: Gerald P. Beezley
Title: Vice President

-7-
<PAGE>

STATE OF NEW YORK

COUNTY OF NEW YORK

BEFORE ME, the undersigned, a Notary Public in and for said
State and County, on this day personally appeared George Karpinski the Vice
President of FOAMEX CAPITAL CORPORATION, a Delaware corporation, known to me to
be the person and officer whose name is subscribed to the foregoing instrument,
and acknowledged to me that the same was the act of the said FOAMEX CAPITAL
CORPORATION, and that he executed the same as the act of such corporation with
the authority of the board of directors for the purposes and consideration
therein expressed and in the capacity therein stated.

My Commission Expires:

April 1, 1998
- -------------------------------

STATE OF NEW YORK

COUNTY OF NEW YORK

BEFORE ME, the undersigned, a Notary Public in and for said
State and County, on this day personally appeared Gerald P. Beezely, Vice
President of FLEET NATIONAL BANK (formerly known as Shawmut Bank, N.A.), known
to me to be the person and officer whose name is subscribed to the foregoing
instrument, and acknowledged to me that the same was the act of the said bank
and that he executed the same as the act of such bank for the purposes and
consideration therein expressed and in the capacity therein stated.

My Commission Expires:

April 1, 1998
- -------------------------------

-8-

Exhibit 4.2.11

AMENDMENT NO. 1 TO

SUBSIDIARY PLEDGE AGREEMENT

THIS AMENDMENT NO. 1 TO SUBSIDIARY PLEDGE AGREEMENT, (the
"Amendment") is made and entered into as of June 12, 1997, by General Felt
Industries, Inc., a Delaware corporation, having its principal office at 1000
Columbia Avenue, Linwood, PA 19061 (the "Pledgor") and Fleet National Bank
(formerly known as Shawmut Bank, N.A.), a national banking association, having
an office at One Federal Street, Boston, MA 02211 as trustee (the "Trustee"),
for the holders of the Senior Secured Notes. This Amendment amends certain
provisions of the Subsidiary Pledge Agreement between the Pledgor and the
Trustee, dated as of June 3, 1993 (the "Pledge Agreement").

WHEREAS, the Pledgor and the Trustee entered into the Pledge
Agreement to secure the Obligations of the Pledgor to the Securityholders
pursuant to the terms of the Senior Secured Note Indenture;

WHEREAS, the Pledgor has requested that the Trustee enter into
the Intercreditor Agreement and this Amendment.

Article I.

DEFINITIONS

Section 1.1. Definitions. Unless otherwise defined herein:

(a) the terms defined in the introductory paragraph and the
Recitals to this Amendment shall have the respective meanings specified
therein;

(b) capitalized terms used herein and not otherwise defined
shall have the meaning ascribed to them in the Pledge Agreement; and

<PAGE>

Article II.

AMENDMENT OF PROVISIONS

Section 2.1. Amendment of Section 3. Section 3 of the Pledge
Agreement is hereby amended and restated in its entirety as follows:

Section 2.2. Amendment of Section 4.

(a) Section 4(c) of the Pledge Agreement is hereby amended and
restated in its entirety as follows:

(b) Section 4(e) of the Agreement is hereby amended and
restated in its entirety as follows:

-2-
<PAGE>

Section 2.3. Amendment of Section 6.

(a) Section 6(e) of the Pledge Agreement is hereby amended and
restated in its entirety as follows:

(b) Section 6(f) of the Pledge Agreement is hereby amended and
restated in its entirety as follows:

-3-
<PAGE>

Section 2.4. Amendment of Section 7(b). Section 7(b) of the
Pledge Agreement is hereby amended and restated in its entirety as follows:

Section 2.6. Amendment of Section 16.9. Section 16.9 of the
Pledge Agreement is hereby amended and restated as follows:

"SECTION 16.9 Interpretation of Subsidiary Pledge Agreement.
All terms not defined herein or in the

-4-
<PAGE>

Senior Secured Note Indenture shall have the meaning set forth in the
applicable Uniform Commercial Code, except where the context otherwise
requires. To the extent a term or provision of this Subsidiary Pledge
Agreement conflicts with the Senior Secured Note Indenture, the Senior
Secured Note Indenture shall control with respect to the subject matter
of such term or provision. To the extent a term or provision of this
Subsidiary Pledge Agreement or the Senior Secured Note Indenture
conflicts with an Intercreditor Agreement, the Intercreditor Agreement
shall control with respect to the subject matter of such term or
provision. Acceptance of or acquiescence in a course of performance
rendered under this Subsidiary Pledge Agreement shall not be relevant
to determine the meaning of this Subsidiary Pledge Agreement even
though the accepting or acquiescing party had knowledge of the nature
of the performance and opportunity for objection."

Article III.

REPRESENTATIONS AND WARRANTIES

Article IV.

MISCELLANEOUS

Section 4.3. Headings. The article and section headings herein
are for convenience only and shall not effect the construction hereof.

Section 4.4. Effect of Amendment. Except as amended by this
Amendment, the terms and provisions of the Pledge Agreement shall remain in full
force and effect.

-5-
<PAGE>

Section 4.5. Trustee. The Trustee accepts the amendments of
the Pledge Agreement effected by this Amendment, but only upon the terms and
conditions set forth herein. Without limiting the generality of the foregoing,
the Trustee assumes no responsibility for the correctness of the recitals herein
contained, which shall be taken as the statements of the Pledgor, and the
Trustee shall not be responsible or accountable in any way whatsoever for or
with respect to the validity or execution or sufficiency of this Amendment, and
the Trustee makes no representation with respect thereto.

[The remaining portion of this page is intentionally left
blank.]

-6-
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their duly authorized representative as of the date
hereof.

ATTEST: GENERAL FELT INDUSTRIES, INC.

/s/ Tambra S. King By: /s/ George Karpinski
- ------------------ ----------------------------------
Name: George Karpinski
Title: Vice President

ATTEST: FLEET NATIONAL BANK
as Trustee
- --------------------
By:/s/ Gerald P. Beezley
----------------------------------
Name: Gerald P. Beezley
Title: Vice President

-7-
<PAGE>

STATE OF NEW YORK

COUNTY OF NEW YORK

BEFORE ME, the undersigned, a Notary Public in and for said
State and County, on this day personally appeared George Karpinski the Vice
President of GENERAL FELT INDUSTRIES, INC., a Delaware corporation, known to me
to be the person and officer whose name is subscribed to the foregoing
instrument, and acknowledged to me that the same was the act of the said GENERAL
FELT INDUSTRIES, INC., and that he executed the same as the act of such
corporation with the authority of the board of directors for the purposes and
consideration therein expressed and in the capacity therein stated.

My Commission Expires:

April 1, 1998
- -------------------------------

STATE OF NEW YORK

COUNTY OF NEW YORK

My Commission Expires:

April 1, 1998
- -------------------------------

-8-

Exhibit 4.2.13

AMENDMENT NO. 1 TO

COMPANY SECURITY AGREEMENT

THIS AMENDMENT NO. 1 TO COMPANY SECURITY AGREEMENT (the
"Amendment"), is made and entered into as of June 12, 1997, by Foamex L.P., a
Delaware limited partnership ("Foamex") and Foamex Capital Corporation, a
Delaware corporation ("FCC" and together with Foamex, the "Companies") and Fleet
National Bank (formerly known as Shawmut Bank, N.A.), a national banking
association, as trustee (the "Trustee"), for the holders of the Senior Secured
Notes. This Amendment amends certain provisions of the Company Security
Agreement by and among the Companies and Trustee, dated as of June 3, 1993 (the
"Security Agreement").

WHEREAS, the Companies and Trustee entered into the Security
Agreement to secure the Obligations of the Companies to the Securityholders
pursuant to the terms of the Senior Secured Note Indenture;

WHEREAS, Foamex L.P. and Foamex Capital Corporation, as
issuers, General Felt Industries, Inc., as guarantor, Foamex International Inc.,
as parent guarantor, and Trustee have executed the Fourth Supplemental Indenture
to the Senior Secured Note Indenture, which provides for, among other things,
the granting by the Companies of certain Liens in the Collateral, the transfer
of possession of the Collateral to a collateral agent pursuant to the terms of
an intercreditor agreement, and the amendment of the Collateral Documents; and

WHEREAS, the Companies have requested that the Trustee enter
into the Intercreditor Agreement and this Amendment.

Article I.

DEFINITIONS

Section 1.1. Definitions. Unless otherwise defined herein:

(a) the terms defined in the introductory paragraph and the
Recitals to this Amendment shall have the respective meanings specified
therein;

(b) capitalized terms used herein and not otherwise defined
shall have the meaning ascribed to them in the Security Agreement; and

<PAGE>

Article II.

AMENDMENT OF PROVISIONS

Section 2.1. Amendment of Section 4(c). Section 4(c) of the
Security Agreement is hereby amended and restated in its entirety as follows:

"(c) Security Interest. The Collateral is (or, to the extent
Collateral is acquired after the date hereof, will be) owned or
otherwise held by one or the other of the Companies; the security
interest created hereby in the Collateral is as valid, enforceable,
perfected (except with respect to motor vehicles, trailers and rolling
stock) and first priority security interest in such Collateral, subject
to Liens permitted pursuant to the Senior Secured Note Indenture
("Authorized Liens"); as of the date hereof (and after giving effect to
the use of proceeds of the issuance of the Senior Secured Notes), there
are no other security interests in, or Liens on the Collateral or any
portion thereof, except for Authorized Liens; and no financing
statement, notice of Lien, assignment or collateral assignment,
mortgage or deed of trust covering the Collateral or any portion
thereof ("Lien Notice") exists or is on file in any public office,
except with respect to Authorized Liens, Liens listed on Schedule A
hereto, the Lien created by this Security Agreement and the other
Collateral Documents and Liens to be released in connection with the
use of proceeds of the issuance of the Senior Secured Notes;".

Section 2.2. Amendment of Section 5.

(a) Section 5(g) of the Security Agreement is hereby amended
and restated in its entirety as follows:

"(g) Rights of Trustees. Subject to the terms of any
Intercreditor Agreement, upon the occurrence and during the continuance
of an Event of Default, the Trustee shall have the right at any time to
make any payments and do any other acts the Trustee may deem necessary
to protect its security interests in the Collateral, including, without
limitation, the rights

-2-
<PAGE>

to pay, purchase, contest or compromise any encumbrance,
charge or Lien which, in the judgment of the Trustee, appears to be
prior to or superior to the security interests granted hereunder, and
challenge any action or proceeding purporting to affect its security
interests in the Collateral. The Companies hereby agree, jointly and
severally, to reimburse the Trustee for all payments made and expenses
incurred under this Security Agreement including reasonable fees,
expenses and disbursements of attorneys and paralegals acting for the
Trustee, including any of the foregoing payments under or acts taken to
perfect or protect its security interests in the Collateral, which
amounts shall be secured under this Security Agreement, and agree they
shall be bound by any payment made or act taken by the Trustee
hereunder. The Trustee shall have no obligation to make any of the
foregoing payments or perform any of the foregoing acts."

(b) Section 5(k) of the Security Agreement is hereby amended
by deleting the first sentence of such Section.

(d) Section 5(o) of the Security Agreement is hereby amended
by deleting the first sentence of such Section.

Section 2.3. Amendment of Section 6. The first paragraph of
Section 6 of the Security Agreement is hereby amended and restated in its
entirety as follows:

"Upon the occurrence and during the continuance of an
Event of Default, the Trustee may, subject to the provisions of the
Senior Secured Note Indenture and any Intercreditor Agreement, without
notice to or demand upon the Companies, do any one or more of the
following:".

Section 2.4. Amendment of Section 8(h). Section 8(h) of the
Security Agreement is hereby amended and restated in its entirety as follows:

"(h) Interpretation of Security Agreement. All terms not
defined herein or in the Senior Secured Note Indenture shall have the
meaning set forth in the applicable Uniform Commercial Code, except
where the context otherwise requires. To the extent a term or provision
of this Security Agreement conflicts with the Senior Secured Note
Indenture, the Senior Secured Note Indenture shall control with respect
to the subject matter of such term or provision. To the extent a term
or provision of this Company Security Agreement or the Senior Secured
Note Indenture conflicts with an

-3-
<PAGE>

Intercreditor Agreement, the Intercreditor Agreement shall control with
respect to the subject matter of such term or provision. Acceptance of
or acquiescence in a course of performance rendered under this Security
Agreement shall not be relevant in determining the meaning of this
Security Agreement even though the accepting or acquiescing party had
knowledge of the nature of the performance and opportunity for
objection."

Article III.

REPRESENTATIONS AND WARRANTIES

Section 3.1. The Companies' Representations and Warranties .
The Companies represent and warrant to Trustee that this Amendment is authorized
pursuant to the terms of the Senior Secured Note Indenture.

Article IV.

MISCELLANEOUS

Section 4.3. Headings. The article and section headings herein
are for convenience only and shall not effect the construction hereof.

Section 4.4. Effect of Amendment. Except as amended by this
Amendment, the terms and provisions of the Security Agreement shall remain in
full force and effect.

Section 4.5. Trustee. The Trustee accepts the amendments of
the Security Agreement effected by this Amendment, but only upon the terms and
conditions set forth herein. Without limiting the generality of the foregoing,
the Trustee assumes no responsibility for the correctness of the recitals herein
contained, which shall be taken as the statements of the Companies, and the
Trustee shall not be responsible or accountable in any way whatsoever for or
with respect to the validity or execution or sufficiency of this Amendment, and
the Trustee makes no representation with respect thereto.

-4-
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their duly authorized representative as of the date
hereof.

ATTEST: FOAMEX L.P.

/s/ Tambra S. King By: FMXI, INC.
- ---------------------------------------- its Managing General Partner

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

ATTEST: FOAMEX CAPITAL CORPORATION

/s/ Tambra S. King By: /s/ George Karpinski
- ---------------------------------------- -------------------------------
Name: George Karpinski
Title: Vice President

ATTEST: FLEET NATIONAL BANK
as Trustee
/s/ Tambra S. King
- ---------------------------------------- By: /s/ Gerald P. Beezley
---------------------------------
Name: Gerald P. Beezely
Title: Vice President

-5-
<PAGE>

STATE OF NEW YORK

COUNTY OF NEW YORK

My Commission Expires:

April 1, 1998
- -------------------------------

STATE OF NEW YORK

COUNTY OF NEW YORK

BEFORE ME, the undersigned, a Notary Public in and for said
State and County, on this day personally appeared George Karpinski the Vice
President of FOAMEX CAPITAL CORPORATION, a Delaware corporation, known to me to
be the person and officer whose name is subscribed to the foregoing instrument,
and acknowledged to me that the same was the act of the said corporation, and
that he executed the same as the act of such corporation with the authority of
the board of directors for the purposes and consideration therein expressed and
in the capacity therein stated.

My Commission Expires:

April 1, 1998
- -------------------------------

-6-
<PAGE>

STATE OF NEW YORK

COUNTY OF NEW YORK

My Commission Expires:

April 1, 1998
- -------------------------------

-7-

Exhibit 4.2.15

AMENDMENT NO. 1 TO

SUBSIDIARY SECURITY AGREEMENT

THIS AMENDMENT NO. 1 TO SUBSIDIARY SECURITY AGREEMENT (the
"Amendment"), is made and entered into as of June 12, 1997, by General Felt
Industries, Inc., a Delaware corporation (the "Company") and Fleet National Bank
(formerly known as Shawmut Bank, N.A.), a national banking association, as
trustee (the "Trustee"), for the holders of the Senior Secured Notes. This
Amendment amends certain provisions of the Subsidiary Security Agreement by and
between the Company and Trustee, dated as of June 3, 1993 (the "Security
Agreement").

WHEREAS, the Company and Trustee entered into the Security
Agreement to secure the Obligations of the Company to the Securityholders
pursuant to the terms of the Senior Secured Note Indenture;

WHEREAS, Foamex L.P. and Foamex Capital Corporation, as
issuers, General Felt Industries, Inc., as guarantor, Foamex International Inc.,
as parent guarantor, and Trustee have executed the Fourth Supplemental Indenture
to the Senior Secured Note Indenture, which provides for, among other things,
the granting by the Company of certain Liens in the Collateral, the transfer of
possession of the Collateral to a collateral agent pursuant to the terms of an
intercreditor agreement, and the amendment of the Collateral Documents; and

WHEREAS, the Company has requested that the Trustee enter into
the Intercreditor Agreement and this Amendment.

Article I.

DEFINITIONS

Section 1.1. Definitions. Unless otherwise defined herein:

(a) the terms defined in the introductory paragraph and the
Recitals to this Amendment shall have the respective meanings specified
therein;

(b) capitalized terms used herein and not otherwise defined
shall have the meaning ascribed to them in the Security Agreement; and

<PAGE>

Article II.

AMENDMENT OF PROVISIONS

Section 2.1. Amendment of Section 4(c). Section 4(c) of the
Security Agreement is hereby amended and restated in its entirety as follows:

"(c) Security Interest. The Collateral is (or, to the extent
Collateral is acquired after the date hereof, will be) owned or
otherwise held by the Company; the security interest created hereby in
the Collateral is as valid, enforceable, perfected (except with respect
to motor vehicles, trailers and rolling stock) and first priority
security interest in such Collateral, subject to Liens permitted
pursuant to the Senior Secured Note Indenture ("Authorized Liens"); as
of the date hereof (and after giving effect to the use of proceeds of
the issuance of the Senior Secured Notes), there are no other security
interests in, or Liens on the Collateral or any portion thereof, except
for Authorized Liens; and no financing statement, notice of Lien,
assignment or collateral assignment, mortgage or deed of trust covering
the Collateral or any portion thereof ("Lien Notice") exists or is on
file in any public office, except with respect to Authorized Liens,
Liens listed on Schedule A hereto, the Lien created by this Security
Agreement and the other Collateral Documents and Liens to be released
in connection with the use of proceeds of the issuance of the Senior
Secured Notes;".

Section 2.2. Amendment of Section 5.

(a) Section 5(g) of the Security Agreement is hereby amended
and restated in its entirety as follows:

-2-
<PAGE>

encumbrance, charge or Lien which, in the judgment of the Trustee,
appears to be prior to or superior to the security interests granted
hereunder, and challenge any action or proceeding purporting to affect
its security interests in the Collateral. The Company hereby agrees to
reimburse the Trustee for all payments made and expenses incurred under
this Security Agreement including reasonable fees, expenses and
disbursements of attorneys and paralegals acting for the Trustee,
including any of the foregoing payments under or acts taken to perfect
or protect its security interests in the Collateral, which amounts
shall be secured under this Security Agreement, and agree they shall be
bound by any payment made or act taken by the Trustee hereunder. The
Trustee shall have no obligation to make any of the foregoing payments
or perform any of the foregoing acts."

(b) Section 5(k) of the Security Agreement is hereby amended
by deleting the first sentence of such Section.

(d) Section 5(p) of the Security Agreement is hereby amended
by deleting the first sentence of such Section.

Section 2.3. Amendment of Section 6. The first paragraph of
Section 6 of the Security Agreement is hereby amended and restated in its
entirety as follows:

"Upon the occurrence and during the continuance of an Event of
Default, the Trustee may, subject to the provisions of the Senior
Secured Note Indenture and any Intercreditor Agreement, without notice
to or demand upon the Company, do any one or more of the following:".

Section 2.4. Amendment of Section 8(h). Section 8(h) of the
Security Agreement is hereby amended and restated in its entirety as follows:

"(h) Interpretation of Security Agreement. All terms not
defined herein or in the Senior Secured Note Indenture shall have the
meaning set forth in the applicable Uniform Commercial Code, except
where the context otherwise requires. To the extent a term or provision
of this Security Agreement conflicts with the Senior Secured Note
Indenture, the Senior Secured Note Indenture shall control with respect
to the subject matter of such term or provision. To the extent a term
or provision of this Subsidiary Security Agreement or the Senior
Secured Note Indenture conflicts with an Intercreditor Agreement, the
Intercreditor Agreement

-3-
<PAGE>

shall control with respect to the subject matter of such term
or provision. Acceptance of or acquiescence in a course of performance
rendered under this Security Agreement shall not be relevant in
determining the meaning of this Security Agreement even though the
accepting or acquiescing party had knowledge of the nature of the
performance and opportunity for objection."

Article III.

REPRESENTATIONS AND WARRANTIES

Section 3.1. The Company's Representations and Warranties .
The Company represents and warrants to Trustee that this Amendment is authorized
pursuant to the terms of the Senior Secured Note Indenture.

Article IV.

MISCELLANEOUS

Section 4.3. Headings. The article and section headings herein
are for convenience only and shall not effect the construction hereof.

Section 4.4. Effect of Amendment. Except as amended by this
Amendment, the terms and provisions of the Security Agreement shall remain in
full force and effect.

Section 4.5. Trustee. The Trustee accepts the amendments of
the Security Agreement effected by this Amendment, but only upon the terms and
conditions set forth herein. Without limiting the generality of the foregoing,
the Trustee assumes no responsibility for the correctness of the recitals herein
contained, which shall be taken as the statements of the Company, and the
Trustee shall not be responsible or accountable in any way whatsoever for or
with respect to the validity or execution or sufficiency of this Amendment, and
the Trustee makes no representation with respect thereto.

-4-
<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their duly authorized representative as of the date
hereof.

ATTEST: FOAMEX L.P.

/s/ Tambra S. King By: FMXI, INC.
- ---------------------------------------- its Managing General Partner

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

ATTEST: FOAMEX CAPITAL CORPORATION

/s/ Tambra S. King By: /s/ George Karpinski
- ---------------------------------------- -------------------------------
Name: George Karpinski
Title: Vice President

ATTEST: FLEET NATIONAL BANK
as Trustee

- ---------------------------------------- By: /s/ Gerald P. Beezley
---------------------------------
Name: Gerald P. Beezely
Title: Vice President

-5-
<PAGE>

STATE OF NEW YORK

COUNTY OF NEW YORK

My Commission Expires:

April 1, 1998
- -------------------------------

STATE OF NEW YORK

COUNTY OF NEW YORK

BEFORE ME, the undersigned, a Notary Public in and for said
State and County, on this day personally appeared George Karpinski the Vice
President of FOAMEX CAPITAL CORPORATION, a Delaware corporation, known to me to
be the person and officer whose name is subscribed to the foregoing instrument,
and acknowledged to me that the same was the act of the said corporation, and
that he executed the same as the act of such corporation with the authority of
the board of directors for the purposes and consideration therein expressed and
in the capacity therein stated.

My Commission Expires:

April 1, 1998
- -------------------------------

-6-
<PAGE>

STATE OF NEW YORK

COUNTY OF NEW YORK

My Commission Expires:

April 1, 1998
- -------------------------------

-7-

EXHIBIT 4.2.17

AMENDMENT NO. 1 TO

COLLATERAL ASSIGNMENT OF PATENTS AND TRADEMARKS

THIS AMENDMENT NO. 1 TO COLLATERAL ASSIGNMENT OF PATENTS AND
TRADEMARKS (the "Amendment"), is made and entered into as of June 12, 1997, by
Foamex L.P., a Delaware limited partnership ("Grantor"), and Fleet National Bank
(formerly known as Shawmut Bank, N.A.), a national banking association, as
trustee (the "Trustee"), for the holders of the Senior Secured Notes. This
Amendment amends certain provisions of the Collateral Assignment of Patents and
Trademarks by and between Grantor and the Trustee, dated as of June 3, 1993 (the
"Collateral Assignment").

WHEREAS, Grantor and the Trustee entered into the Collateral
Assignment to secure the Obligations of Grantor to the Securityholders pursuant
to the terms of the Senior Secured Note Indenture;

WHEREAS, Foamex L.P. and Foamex Capital Corporation, as
issuers, General Felt Industries, Inc., as guarantor, Foamex International Inc.,
as parent guarantor, and the Trustee have executed the Fourth Supplemental
Indenture to the Senior Secured Note Indenture, which provides for, among other
things, the granting by Grantor of certain liens in the Collateral, the transfer
of possession of the Collateral to a collateral agent pursuant to the terms of
an intercreditor agreement, and the amendment of the Collateral Documents; and

WHEREAS, Grantor has requested that the Trustee enter into the
Intercreditor Agreement and this Amendment.

Article I.

DEFINITIONS

Section 1.1. Definitions. Unless otherwise defined herein:

(a) the terms defined in the introductory paragraph
and the Recitals to this Amendment shall have the respective meanings
specified therein;

(b) capitalized terms used herein and not otherwise
defined shall have the meaning ascribed to them in the Collateral
Assignment; and

<PAGE>

"Intercreditor Agreement" means an intercreditor agreement
entered into between the Trustee and the holder of another lien in the
Collateral, on the terms and subject to the conditions set forth in the
Senior Secured Note Indenture, including, without limitation, the
Intercreditor Agreement, dated as of the date hereof, between the
Trustee and The Bank of Nova Scotia and Citicorp USA, Inc.

Article II.

AMENDMENT OF PROVISIONS

Section 2.1. Amendment of Section 2. Section 2 of the
Collateral Assignment is hereby amended and restated in its entirety as follows:

"2.(a)(b) Subject to the terms of the Intercreditor
Agreement, upon the occurrence and during the continuance of an Event
of Default (as defined in the Senior Secured Note Indenture), the
Trustee may, subject to the provisions of Article 6 of the Senior
Secured Note Indenture, without notice to or demand upon Grantor
(except where required by law), exercise any one or more of the rights
set forth in Section 6 of the Company Security Agreement, including,
without limitation, the right to revise, update, amend and otherwise
complete the Assignment of Patent and Trademark Registrations,
Applications and Licenses attached as Exhibit A hereto, as the Trustee
may determine to be necessary or desirable to assign or otherwise
transfer the Patents, Trademarks and Licenses covered by this
Collateral Assignment to any person (as defined in the Senior Secured
Note Indenture), including, without limitation, the Trustee or any of
the Securityholders."

Section 2.2. Addition of New Section 8. A new Section 8 is
hereby amended to the Collateral Assignment as follows:

"8. To the extent a term or provision of this
Collateral Assignment conflicts with the Intercreditor Agreement, the
Intercreditor Agreement shall govern with respect to the subject matter
of such term or provision."

Article III.

REPRESENTATIONS AND WARRANTIES

Section 3.1. Grantor's Representations and Warranties .
Grantor represents and warrants to the Trustee that this

-2-

<PAGE>

Amendment is authorized pursuant to the terms of the Senior Secured Note
Indenture.

Article IV.

MISCELLANEOUS

Section 4.3. Headings. The article and section headings herein
are for convenience only and shall not effect the construction hereof.

Section 4.4. Effect of Amendment. Except as amended by this
Amendment, the terms and provisions of the Security Agreement shall remain in
full force and effect.

Section 4.5. Trustee. The Trustee accepts the amendments of
the Collateral Assignment effected by this Amendment, but only upon the terms
and conditions set forth herein. Without limiting the generality of the
foregoing, the Trustee assumes no responsibility for the correctness of the
recitals herein contained, which shall be taken as the statements of Grantor,
and the Trustee shall not be responsible or accountable in any way whatsoever
for or with respect to the validity or execution or sufficiency of this
Amendment, and the Trustee makes no representation with respect thereto.

[The remaining portion of this page is intentionally left
blank.]

-3-

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their duly authorized representative as of the date
hereof.

ATTEST: FOAMEX L.P.

/s/ Tambra S. King By: FMXI, INC.
- ------------------ its Managing General Partner

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

ATTEST: FLEET NATIONAL BANK
as Trustee

- -------------------- By:/s/ Gerald P. Beezley
---------------------------------
Name: Gerald P. Beezley
Title: Vice President

-4-

<PAGE>

STATE OF NEW YORK

COUNTY OF NEW YORK

/s/ Susan Y. Choung
---------------------------------------
Notary Public, State of New York
Printed Name: Susan Y. Choung
-------------------------

My Commission Expires:

April 1, 1998
- -------------

STATE OF NEW YORK

COUNTY OF NEW YORK

/s/ Susan Y. Choung
---------------------------------------
Notary Public, State of New York
Printed Name: Susan Y. Choung
-------------------------

My Commission Expires:

April 1, 1998
- -------------

-5-

EXHIBIT 4.2.19
AMENDMENT NO. 1 TO

COLLATERAL ASSIGNMENT OF PATENTS AND TRADEMARKS

THIS AMENDMENT NO. 1 TO COLLATERAL ASSIGNMENT OF PATENTS AND
TRADEMARKS (the "Amendment"), is made and entered into as of June 12, 1997, by
Foamex Capital Corporation, a Delaware corporation ("Grantor"), and Fleet
National Bank (formerly known as Shawmut Bank, N.A.), a national banking
association, as trustee (the "Trustee"), for the holders of the Senior Secured
Notes. This Amendment amends certain provisions of the Collateral Assignment of
Patents and Trademarks by and between Grantor and the Trustee, dated as of June
3, 1993 (the "Collateral Assignment").

WHEREAS, Grantor and the Trustee entered into the Collateral
Assignment to secure the Obligations of Grantor to the Securityholders pursuant
to the terms of the Senior Secured Note Indenture;

WHEREAS, Foamex L.P. and Foamex Capital Corporation, as
issuers, General Felt Industries, Inc., as guarantor, Foamex International Inc.,
as parent guarantor, and the Trustee have executed the Fourth Supplemental
Indenture to the Senior Secured Note Indenture, which provides for, among other
things, the granting by Grantor of certain liens in the Collateral, the transfer
of possession of the Collateral to a collateral agent pursuant to the terms of
an intercreditor agreement, and the amendment of the Collateral Documents; and

WHEREAS, Grantor has requested that the Trustee enter into the
Intercreditor Agreement and this Amendment.

Article I.

DEFINITIONS

Section 1.1. Definitions. Unless otherwise defined herein:

(a) the terms defined in the introductory paragraph
and the Recitals to this Amendment shall have the respective meanings
specified therein;

(b) capitalized terms used herein and not otherwise
defined shall have the meaning ascribed to them in the Collateral
Assignment; and

<PAGE>

Article II.

AMENDMENT OF PROVISIONS

Section 2.1. Amendment of Section 2. Section 2 of the
Collateral Assignment is hereby amended and restated in its entirety as follows:

Section 2.2. Addition of New Section 8. A new Section 8 is
hereby amended to the Collateral Assignment as follows:

Article III.

REPRESENTATIONS AND WARRANTIES

Section 3.1. Grantor's Representations and Warranties .
Grantor represents and warrants to the Trustee that this

-2-

<PAGE>

Amendment is authorize pursuant to the terms of the Senior Secured Note
Indenture.

Article IV.

MISCELLANEOUS

Section 4.3. Headings. The article and section headings herein
are for convenience only and shall not effect the construction hereof.

Section 4.4. Effect of Amendment. Except as amended by this
Amendment, the terms and provisions of the Security Agreement shall remain in
full force and effect.

[The remaining portion of this page is intentionally left
blank.]

-3-

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their duly authorized representative as of the date
hereof.

ATTEST: FOAMEX CAPITAL CORPORATION

/s/ Tambra S. King By:/s/ George Karpinski
- ------------------ ------------------------------------
Name: George Karpinski
Title: Vice President

FLEET NATIONAL BANK
as Trustee

By: /s/ Gerald P. Beezley
----------------------------------
Name: Gerald P. Beezley
Title: Vice President

-4-

<PAGE>

STATE OF NEW YORK

COUNTY OF NEW YORK

BEFORE ME, the undersigned, a Notary Public in and for said
State and County, on this day personally appeared GEORGE KARPINSKI, the Vice
President of FOAMEX CAPITAL CORPORATION, a Delaware corporation, known to me to
be the person and officer whose name is subscribed to the foregoing instrument,
and acknowledged to me that the same was the act of the said FOAMEX CAPITAL
CORPORATION, and that he executed the same as the act of such corporation with
the authority of the board of directors for the purposes and consideration
therein expressed and in the capacity therein stated.

/s/ Susan Y. Choung
---------------------------------------
Notary Public, State of New York
Printed Name: Susan Y. Choung

My Commission Expires:

April 1, 1998
- -------------

STATE OF NEW YORK

COUNTY OF NEW YORK

BEFORE ME, the undersigned, a Notary Public in and for said
State and County, on this day personally appeared GERALD P. BEEZELY, Vice
President of FLEET NATIONAL BANK (formerly known as Shawmut Bank, N.A.), known
to me to be the person and officer whose name is subscribed to the foregoing
instrument, and acknowledged to me that the same was the act of the said bank
and that he executed the same as the act of such bank for the purposes and
consideration therein expressed and in the capacity therein stated.

/s/ Susan Y. Choung
---------------------------------------
Notary Public, State of New York
Printed Name: Susan Y. Choung

My Commission Expires:

April 1, 1998
- -------------

-5-

Exhibit 4.2.21
AMENDMENT NO. 1 TO

COLLATERAL ASSIGNMENT OF PATENTS AND TRADEMARKS

THIS AMENDMENT NO. 1 TO COLLATERAL ASSIGNMENT OF PATENTS AND
TRADEMARKS (the "Amendment"), is made and entered into as of June 12, 1997, by
General Felt Industries, Inc., a Delaware corporation ("Grantor"), and Fleet
National Bank (formerly known as Shawmut Bank, N.A.), a national banking
association, as trustee (the "Trustee"), for the holders of the Senior Secured
Notes. This Amendment amends certain provisions of the Collateral Assignment of
Patents and Trademarks by and between Grantor and the Trustee, dated as of June
3, 1993 (the "Collateral Assignment").

WHEREAS, Grantor and the Trustee entered into the Collateral
Assignment to secure the Obligations of Grantor to the Securityholders pursuant
to the terms of the Senior Secured Note Indenture;

WHEREAS, Foamex L.P. and Foamex Capital Corporation, as
issuers, General Felt Industries, Inc., as guarantor, Foamex International Inc.,
as parent guarantor, and the Trustee have executed the Fourth Supplemental
Indenture to the Senior Secured Note Indenture, which provides for, among other
things, the granting by Grantor of certain liens in the Collateral, the transfer
of possession of the Collateral to a collateral agent pursuant to the terms of
an intercreditor agreement, and the amendment of the Collateral Documents; and

WHEREAS, Grantor has requested that the Trustee enter into the
Intercreditor Agreement and this Amendment.

Article I.

DEFINITIONS

Section 1.1. Definitions. Unless otherwise defined herein:

(a) the terms defined in the introductory paragraph
and the Recitals to this Amendment shall have the respective meanings
specified therein;

(b) capitalized terms used herein and not otherwise
defined shall have the meaning ascribed to them in the Collateral
Assignment; and

<PAGE>

Article II.

AMENDMENT OF PROVISIONS

Section 2.1. Amendment of Section 2. Section 2 of the
Collateral Assignment is hereby amended and restated in its entirety as follows:

Section 2.2. Addition of New Section 8. A new Section 8 is
hereby amended to the Collateral Assignment as follows:

Article III.

REPRESENTATIONS AND WARRANTIES

Section 3.1. Grantor's Representations and Warranties .
Grantor represents and warrants to the Trustee that this

-2-

<PAGE>

Amendment is authorized pursuant to the terms of the Senior Secured Note
Indenture.

Article IV.

MISCELLANEOUS

Section 4.3. Headings. The article and section headings herein
are for convenience only and shall not effect the construction hereof.

Section 4.4. Effect of Amendment. Except as amended by this
Amendment, the terms and provisions of the Security Agreement shall remain in
full force and effect.

[The remaining portion of this page is intentionally left
blank.]

-3-

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their duly authorized representative as of the date
hereof.

ATTEST: GENERAL FELT INDUSTRIES, INC.

/s/ Tambra S. King By: /s/ George Karpinski
- ------------------ -----------------------------------
Name: George Karpinski
Title: Vice President

FLEET NATIONAL BANK
as Trustee

By: /s/ Gerald P. Beezley
----------------------------------
Name: Gerald P. Beezely
Title: Vice President

-4-

<PAGE>

STATE OF NEW YORK

COUNTY OF NEW YORK

/s/ Susan Y. Choung
---------------------------------------
Notary Public, State of New York
Printed Name: Susan Y. Choung

My Commission Expires:

April 1, 1998
- -------------

STATE OF NEW YORK

COUNTY OF NEW YORK

/s/ Susan Y. Choung
---------------------------------------
Notary Public, State of New York
Printed Name: Susan Y. Choung

My Commission Expires:

April 1, 1998
- -------------

-5-

Exhibit 4.2.22
AMENDED AND RESTATED

RECEIVABLES INTERCREDITOR AGREEMENT

THIS AMENDED AND RESTATED RECEIVABLES INTERCREDITOR AGREEMENT
(the "Agreement"), is made and entered into as of June 12, 1997, by and among
The Bank of Nova Scotia and Citicorp USA, Inc., as Administrative Agents under
the Credit Agreement (collectively, the "Administrative Agent") and Fleet
National Bank (formerly known as Shawmut Bank, N.A.), a national banking
association, as trustee (the "Trustee"), for the holders of the Senior Secured
Notes. This Agreement amends and restates that certain Intercreditor Agreement
by and between Trustee and Citibank N.A., dated as of November 18, 1993 (the
"Original Agreement").

W I T N E S S E T H:

WHEREAS, Citibank N.A. and Trustee entered into the Original
Agreement to confirm the relative rights in certain collateral of the Trustee as
Trustee for the holders of the Senior Secured Notes, and Citibank N.A., as
administrative agent, for certain lenders under the Existing Credit Agreement;

WHEREAS, pursuant to the Credit Agreement, dated as of June
12, 1997 (as amended, supplemented, amended and restated or modified from time
to time or refinanced, refunded or replaced in whole or in part from time to
time and regardless of whether the indebtedness outstanding or permitted to be
outstanding thereunder is increased or decreased, the "Credit Agreement"), among
Foamex L.P., a Delaware limited partnership ("Foamex"), General Felt Industries,
Inc., a Delaware corporation ("GFI"; together with Foamex being the
"Borrowers"), Trace Foam Company, Inc., a Delaware corporation and a general
partner of Foamex, FMXI, Inc., a Delaware corporation and a general partner of
Foamex, the lenders, the collateral agent and funding agent thereunder and the
Administrative Agents, the Borrowers have repaid the Existing Credit Agreement;

WHEREAS, pursuant to the Credit Agreement, the Administrative
Agents, for themselves and the benefit of the Lenders, and each of the Borrowers
and Foamex Capital Corporation ("FCC") have entered into the Loan Documents,
pursuant to which the Borrowers and certain of their Subsidiaries have granted
security interests in substantially all of their assets including the Trustee
Collateral (ad defined below) to secure the "Obligations" (as defined in the
Credit Agreement);

WHEREAS, Foamex, GFI, FCC and the Trustee have entered into
the Senior Secured Note Indenture (as defined in the Credit Agreement), dated as
of June 3, 1993, and Foamex, FCC, GFI, PFI

<PAGE>

and the Trustee have entered into the Supplemental Indenture (senior Secured)
(as defined in the Credit Agreement);

WHEREAS, Foamex, FCC and GFI have entered into certain
security agreements, pledge agreements, collateral assignments and other
agreements, each dated as of June 3, 1993 in favor of the Trustee for the
benefit of the holders of the Senior Secured Notes, pursuant to which Foamex,
FCC and GFI, respectively, have granted (and any future "Guarantors" (as defined
in the Senior Secured Note Indenture) will grant) a security interest in the
"Collateral" (as defined in the Security Agreements dated June 3, 1993 in favor
of the Trustee made by Foamex L.P. and FCC and by GFI, the "Trustee Security
Agreements") of Foamex, FCC, GFI, and any future Guarantors under the Senior
Secured Notes, the Senior Secured Note Indenture and the "Collateral Documents"
(as defined in the Senior Secured Note Indenture);

WHEREAS, the Credit Agreement replaces and refinances the
Existing Credit Agreement and constitutes the "Credit Agreement" for purposes of
the Senior Secured Note Indenture; and

WHEREAS, the Administrative Agent and Foamex have requested
that the Trustee confirm certain matters set forth in the Original Agreement.

NOW THEREFORE, in consideration of the premises, covenants and
agreements contained herein, the parties hereto agree as follows:

1. Definitions. Terms which are capitalized and not otherwise
defined herein shall be defined as such terms are defined in the Credit
Agreement as in effect on the date hereof. As used herein, the following terms
shall have the following meanings:

"Bondholders, shall mean the holders, from time to time, of
the Senior Secured Notes.

"Lender Obligations" shall mean, collectively, the
"obligations" (as defined in the Credit Agreement), and all loans, advances,
debts, liabilities, obligations, covenants and duties of any kind or nature
owing by any borrower, guarantor or other obligor under any other "Credit
Agreement" (as defined in the Senior Secured Note Indenture), or any notes,
guaranties or other instruments or agreements relating thereto, whether arising
by reason of an extension of credit, opening or amendment of a letter of credit
or payment of any draft drawn thereunder, loan, guaranty, indemnification,
Interest Rate Contract, foreign exchange contract or in any other manner,
whether direct or indirect (including those acquired by assignment), absolute or
contingent, or due or to become due.

-2-

<PAGE>

"Lender Security Interest" shall mean the liens and security
interests granted to the Lenders, at any time and from time to time, to secure
the Lender Obligations pursuant to the Loan Documents.

"New Intercreditor Agreement" means an intercreditor agreement
entered into between the Trustee and the holder of another Lien in the
Collateral, on the terms and subject to the conditions set forth in the Senior
Secured Note Indenture, including, without limitation, the Intercreditor
Agreement, dated as of the date hereof, between the Trustee and The Bank of Nova
Scotia and Citicorp USA, Inc.

"Receivables" shall mean, with respect to any Person or
entity, all of the following property and interests in property of such Person
or entity, whether now existing or existing in the future or hereafter acquired
or arising: (i) accounts, (ii) accounts receivable, including, without
limitation, all rights to payment created by or arising from sales of goods,
leases of goods or the rendition of services no matter how evidenced, whether or
not earned by performance, (iii) all unpaid seller's or lessor's rights
including, without limitation, rescission, replevin, reclamation and stoppage in
transit, relating to any of the foregoing or arising therefrom, (iv) all rights
to any goods or merchandise represented by any of the foregoing after creation
of the foregoing, including, without limitation, returned or repossessed goods,
(v) all reserves and credit balances with respect to any such accounts
receivable or account debtors, (vi) all letters of credit, security or
guarantees for any of the foregoing, (vii) all insurance policies or reports
relating to any of the foregoing, (viii) all collection or deposit accounts
relating to any of the foregoing, (ix) all proceeds of any of the foregoing, and
(x) all books and records relating to any of the foregoing.

"Receivables Security Agreements" shall mean, collectively,
the Subsidiary Security Agreement, the GFI Security Agreement, the Subsidiary
Security Agreements, and any other security agreement executed by a Subsidiary
or Affiliate of any Borrower granting the Administrative Agent a security
interest in such Person's Receivables to secure the Lender Obligations or such
Person's guaranty thereof, as the same may be amended, modified, extended,
refinanced, refunded or replaced from time to time.

"Trustee Collateral" shall mean the "Collateral" as defined in
each of the Trustee Security Agreements as such Trustee Security Agreements are
in effect on the date hereof.

"Trustee Security Agreements" shall mean the security
agreements, pledge agreements, collateral assignments and other agreements
evidencing the Liens granted in favor of the Trustee to secure the Note
Obligations, as the same may be amended,

-3-

<PAGE>

modified, extended, refinanced, refunded or replaced from time to time.

"Trustee Security Interest" shall mean the liens and security
interests granted to the Trustee, at any time and from time to time, to secure
the Note Obligations pursuant to the Trustee Security Agreements.

"UCC" shall mean the Uniform Commercial Code as in effect in
the State of New York on the date hereof.

2. Scope of Security Interests. The Trustee represents and
warrants to the Administrative Agent that, as of the date hereof, the Trustee
Security Interest does not include any lien on or security interest in
Receivables, except for books and records relating both to Receivables and the
Trustee Collateral.

3. No Challenge.

(a) Neither the Trustee nor any Bondholder shall take any
direct or indirect action, or vote in any way, so as to challenge in a
bankruptcy or insolvency proceeding or otherwise (i) the validity, priority or
enforceability of the Lender Obligations or the Lender Security Interest, (ii)
the rights of the Administrative Agent and the Lenders set forth in the Credit
Agreement or any of the Loan Documents, or (iii) the validity or enforceability
of any provision of this Paragraph 3(a).

(b) Neither the Administrative Agent nor any Lender shall take
any direct or indirect action, or vote in any way, so as to challenge in a
bankruptcy or insolvency proceeding or otherwise (i) the validity, priority or
enforceability of the Note Obligations or the Trustee Security Interest, (ii)
the rights of the Trustee and the Bondholders set forth in the Senior Secured
Note Indenture or any of the Trustee Security Agreements, or (iii) the validity
or enforceability of any provision of this Paragraph 3(b).

(c) Nothing in this Section 3 shall be deemed to permit any
Borrower, GFI or any other affiliate of Foamex to enter into any transaction
that is prohibited by the terms of the Credit Agreement or the Senior Secured
Note Indenture.

4. Access to Books and Records. If the Trustee or the
Administrative Agent obtains possession of any of the Borrowers' books and
records relating to both Receivables and the Trustee Collateral (in connection
with any enforcement of their respective security interests or otherwise), then
each of the Trustee and the Administrative Agent shall, upon the other's request
and at the other's expense, permit the other to review and copy all such books
and records. The Trustee grants the Administrative Agent a nonexclusive license
(to the extent such a license is permitted to be granted) to use, at the
Administrative

-4-

<PAGE>

Agent's expense and during regular business hours, all of the Borrowers'
computer hardware and software which the Trustee may possess or have the right
to use from time to time in order to permit the Administrative Agent to exercise
its rights under the preceding sentence and under the Receivables Security
Agreements. The foregoing license, being computed with an interest, shall be
irrevocable and shall terminate when this Agreement terminates. The Trustee and
the Administrative Agent shall cooperate with each other so that both the
Trustee and the Administrative Agent have reasonable access to the books and
records (including, without limitation, computer hardware and software)
described in this Section 4.

5. Trustee's Waivers.

(a) The Trustee hereby waives any right it may have to require
the Administrative Agent or the Lenders to marshal the Receivables of any Person
or entity in favor of the Trustee or the Bondholders.

(b) Each Lender has entered into the Credit Agreement and the
Receivables Security Agreements in reliance on this Agreement, and the Trustee
hereby waives notice of acceptance of the terms of this Agreement, and notice of
reliance by the Administrative Agent and the Lenders on this Agreement in making
any Loans or extending any other financial accommodations to the Borrowers under
the Loan Documents.

(c) The Trustee acknowledges that neither the Administrative
Agent nor any Lender has made any warranties or representations with respect to
the due execution, legality, validity, completeness or enforceability of any of
the Loan Documents, the collectability of the Lender Obligations or any matter
whatsoever related to the Lender Obligations or the Receivables of any Person or
entity (except as expressly set forth herein); provided that such acknowledgment
by the Trustee shall neither prejudice nor in any way qualify its right, or the
right of the Bondholders, to rely on representations and warranties made or
deemed to be made to them by any Borrower or any of its affiliates concerning
such matters.

(d) The Trustee agrees that the Administrative Agent and the
Lenders shall have no liability to the Trustee for, and the Trustee hereby
waives any claim which the Trustee may have at any time against the
Administrative Agent or any of the Lenders arising out of any and all actions
which the Administrative Agent or any of the Lenders in good faith and in a
commercially reasonable manner, take or omit to take with respect to (i) the
Credit Agreement or any other Loan Document, (ii) collection of the Lender
Obligations or (iii) foreclosure upon and sale, liquidation or other
disposition, or valuation, use, protection or release, of any Receivables (other
than books and records constituting part of the Receivables and part of the
Trustee Collateral) or any guaranty.

-5-

<PAGE>

(e) The Trustee hereby waives promptness, diligence, notice of
acceptance, notice of modification of any of the terms of the Credit Agreement,
the Receivables Security Agreements or any other Loan Document or the exercise
of any rights and remedies thereunder to the extent related to Receivables,
except as required by law.

6. Administrative Agent's Waivers.

(a) The Administrative Agent hereby waives any right it may
have to require the Trustee or the Bondholders to marshal the Trustee Collateral
in favor of the Administrative Agent or the Lenders.

(b) The Trustee, on behalf of the Bondholders, has entered
into the Senior Secured Note Indenture and the Collateral Documents in reliance
on this Agreement, and the Bondholders have purchased, and in the future will
purchase, the Senior Secured Notes in reliance on this Agreement, and the
Administrative Agent hereby waives notice of acceptance of the terms of this
Agreement, and notice of reliance by the Trustee or the Bondholders on this
Agreement in entering into the Senior Secured Note Indenture or purchasing the
Senior Secured Notes, respectively.

(c) The Administrative Agent acknowledges that none of the
Trustee or the Bondholders has made any warranties or representations with
respect to the due execution, legality, validity, completeness or enforceability
of the Senior Secured Note Indenture, the Senior Secured Notes or the Collateral
Documents, or any matter whatsoever related to the Senior Secured Notes or the
Trustee Collateral (except as expressly set forth herein); provided that such
acknowledgment by the administrative Agent shall neither prejudice nor in any
way qualify its right, or the right of the Lenders, to rely on representations
and warranties made or deemed to be made to the Administrative Agent or the
Lenders by any Borrower or any of its affiliates concerning such matters.

(d) The Administrative Agent agrees that the Trustee or the
Bondholders shall have no liability to the Administrative Agent for, and the
Administrative Agent hereby waives any claim which the Administrative Agent may
have at any time against any of the Trustee or the Bondholders arising out of,
any and all actions which the Trustee or any of the Bondholders in good faith
and in a commercially reasonably manner consistent with the New Intercreditor
Agreement, take or omit to take with respect to (i) the Senior Secured Note
Indenture, the Senior Secured Notes or the Trustee Security Agreements, (ii)
collection of the Senior Secured Notes or (iii) foreclosure upon and sale,
liquidation or other disposition, or valuation, use, protection or release, of
the Trustee Collateral (other than books and records constituting part of the
Trustee Collateral and part of the Receivables) or any guaranty.

-6-

<PAGE>

(e) The Administrative Agent hereby waives promptness,
diligence, notice of acceptance, notice of modification of any of the terms of
the Note Obligations, the Senior Secured Note Indenture or the Collateral
Documents or the exercise of any rights and remedies thereunder, except as
required by law.

7. Bankruptcy Issues.

(a) This Agreement shall be applicable both before and after
the commencement, whether voluntary or involuntary, of any case of any Borrower
under the Bankruptcy Code ( a "Bankruptcy Case") and all references herein shall
be deemed to apply to any Borrower as a debtor-in-possession and to any trustee
in bankruptcy for the estate of any Borrower.

(b) If:

(i) any Borrower or any Borrower's estate becomes the subject
of a case under the Bankruptcy Code, and

(ii) the Lenders desire to permit the use of their cash
collateral under Section 363 of the Bankruptcy Code or to provide
financing under Section 364 of the Bankruptcy Code, in either case
secured by Receivables arising after the commencement of any such
Bankruptcy Case and in either case for the normal business purposes of
the applicable Borrower; and

(iii) in connection with any such use of cash collateral or
financing, the applicable Borrower and each other obligor under such
cash collateral usage or financing arrangement (whether a Borrower or
any affiliate of a Borrower) grants to the Trustee, pursuant to court
order, a first priority security interest in all of its personal
property (other than its Receivables) arising after the commencement of
such Bankruptcy Case which would have constituted Trustee Collateral
but for the occurrence of such Bankruptcy Case;

then the Trustee agrees that (x) adequate notice of such financing to the
Trustee shall have been provided if (i) with respect to any motion seeking
emergency or preliminary authorization to use cash collateral or for
post-petition financing, the Trustee receives notice, by telecopy, overnight
courier or hand delivery to the Trustee at its address set forth herein, two (2)
business days before the entry of any order approving such cash collateral usage
or financing and (ii) with respect to any other motions, such notice as is
required by law; (y) the Trustee shall not object to such cash collateral usage
or financing based on: (I) any claim that the Trustee's liens and security
interest are not adequately protected, (II) any objection to the nature or scope
of any adequate protection granted to the Lenders in the form of replacement or
additional liens on Receivables arising after the commencement of such

-7-

<PAGE>

Bankruptcy Case, or (III) any proposed application of pre-petition Receivables
proceeds to the Lenders' pre-petition claims, and (z) the Trustee shall not seek
to have the automatic stay lifted with respect to the Trustee Collateral for any
of the reasons enumerated in the preceding clause (y) so long as such cash
collateral usage or financing has not been terminated.

(c) Except to the extent specifically stated herein, this
Agreement shall not affect or limit the rights of the Trustee and the
Bondholders, or the Administrative Agent and the Lenders, in connection with (i)
any use or proposed use of cash collateral or debtor-in-possession financing or
proposed debtor-in-possession financing (including, without limitation, any
right to object to the form of, or any provision of, any cash collateral usage
or financing order, to the extent such objection is not expressly prohibited by
Section 7(b) hereof), (ii) any effort to seek adequate protection or relief from
the automatic stay or (iii) any Bankruptcy Case.

(d) Notwithstanding anything to the contrary contained in
Section 10 hereof, if the Administrative Agent or any of the Lenders is required
under any bankruptcy or other law to return to any Borrower, the estate in
bankruptcy thereof, any third party, or trustee, receiver or other
representative of any Borrower, any payment or distribution of assets, whether
in cash, property, or securities, including, without limitation, any Receivables
previously received by the Administrative Agent or such Lender on account of the
Lender Obligations (a "Reinstatement Distribution"), then to the extent
permitted by law, this Agreement shall be reinstated with respect to any such
Reinstatement Distribution. Neither the Administrative Agent nor any Lender
shall be required to contest its obligation to return such Reinstatement
Distribution if the Administrative Agent or such Lender elects for any reason
not to contest such obligation.

8. Representations and Warranties. Each of the parties hereto
represents and warrants to the other as follows:

(a) it has the corporate power and authority to execute,
deliver and perform this Agreement and has taken all necessary corporate actions
to authorize the execution, delivery and performance by it of this Agreement;

(b) no consent or authorization of, or filing with, any person
(including, without limitation, any governmental body, agency or official) is
required in connection with the execution, delivery or performance by it, or the
validity or enforceability against it, of this Agreement; and

(c) this Agreement has been duly executed and delivered by it
and constitutes a legal, valid and binding obligation, enforceable against it in
accordance with its terms, except as may be limited by applicable bankruptcy,
insolvency and similar laws affecting creditors' rights generally and subject,

-8-

<PAGE>

as to enforceability, to general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law).

9. Absolute Nature of Obligations. The Administrative Agent
and the Trustee each agrees that the terms and conditions of this Agreement
shall be absolute and unconditional irrespective of:

(i) any lack of validity or enforceability of, or any default
or event of default occurring under, the Credit Agreement, the other Loan
Documents, the Senior Secured Note Indenture, the Senior Secured Notes or the
Collateral Documents;

(ii) any change in the time, manner or place of payment of, or
in any other term of, all or any of the Lender Obligations or the Note
Obligations, or any amendment or waiver of, or any consent to departure from,
the Credit Agreement, the Other Loan Documents, the Senior Secured Note
Indenture, the Senior Secured Notes or the Collateral Documents;

(iii) any exchange, release or non-perfection of any
Collateral or any "Collateral" (as defined in each Trustee Security Agreement)
or any release or amendment or waiver of or consent to departure from any
guaranty, for all or any of the Lender Obligations or Note Obligations; or

(iv) any other circumstance which might otherwise constitute a
defense available to, or a discharge of, any Borrower or any guarantor.

10. Termination. This Agreement shall remain in full force and
effect and be enforceable against each party hereto according to its terms and
shall terminate upon the indefeasible payment in full of the Lender Obligations
or the Note Obligations.

11. Limitation of Liability. In exercising any of the rights
and remedies granted to them hereunder, the Administrative Agent and the Lenders
on the one hand, and the Trustee and the Bondholders on the other hand, shall
have no duty to collect any sums due in respect of the Note Obligations or the
Lender Obligations, respectively, or to enforce, protect or preserve any rights
pertaining thereto except as may be required by law.

12. Miscellaneous.

(a) Notices. All notices, requests and other communciations to
any party hereunder shall be given in writing and shall be given to such party
at its address by registered mail or air courier or its telecopier number in
either case set forth on the signature pages hereof or such other address or
facsimile number as such party may hereafter specify by notice to each of the
other parties hereto; provided, however, that no

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<PAGE>

notices, requests or other communications may be given by facsimile or similar
teletransmission unless receipt is confirmed. Each such notice, request or other
communication shall be effective (i) if given by mail, 72 hours after such
communication is deposited in the mails with first class postage prepaid,
addressed as aforesaid, or (ii) if given by any other means (including, without
limitation, by air courier), when delivered at the address or number specified.

(b) Governing Law: Severability. This Agreement shall be
governed by, and construed in accordance with, the internal laws (as opposed to
conflict of laws principles) of the State of New York. Wherever possible, each
provision of this Agreement shall be interpreted in such manner as to be
effective and valid under applicable law, but, if any provision of this
Agreement shall be prohibited or invalid under applicable law, such provision
shall be ineffective only to the extent of such prohibition or invalidity and
without invalidating the remaining provisions of this Agreement.

(c) Successors and Assigns. This Agreement shall be binding
upon and shall inure to the benefit of the parties hereto and their respective
successors and assigns. The Administrative Agent's successors shall include (i)
each Persons constituting a "Credit Agent" (as defined in the Senior Secured
Note Indenture), and (ii) if there is no agent under any successor "Credit
Agreement" (as defined in the Senior Secured Note Indenture), then each holder
of Indebtedness under such "Credit Agreement." The Trustee's successors shall
include any Person replacing the Trustee as Trustee pursuant to the terms of the
Senior Secured Note Indenture. Upon the request of any such successor Credit
Agent, the Trustee shall enter into an intercreditor agreement with such Credit
Agent that is identical in substance to this Agreement, with appropriate
conforming changes to reflect changes in the identity of the Credit Agent and/or
the "Credit Agreement" (as defined in the Senior Secured Note Indenture). Upon
the request of any such successor Trustee, the Credit Agent shall enter into an
intercreditor agreement with such Trustee that is identical in substance to this
Agreement, with appropriate conforming changes to reflect changes to reflect
changes in the identity of the Trustee.

(d) Amendments, Modifications and Waivers. No amendment,
modification or waiver of any provision of this Agreement shall be effective
unless the same shall be in writing and signed by each of the parties hereto or
their respective successors and assigns, and then such amendment, modification
or waiver shall be effective only to the specific instance and for the specific
purpose for which it is given.

(e) Headings. The section headings contained in this Agreement
are and shall be without substantive meaning or content whatsoever and are not
part of this Agreement.

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<PAGE>

(f) Holders Bound. The Trustee is signing below as trustee for
the holders of the Senior Secured Notes and their successors and assigns and the
Administrative Agent is signing below as agent for the Lenders and their
successors and assigns.

(g) New Intercreditor Agreement Controls. To the extent a term
or provision of this Agreement conflicts with a New Intercreditor Agreement, the
New Intercreditor Agreement shall control with respect to the subject matter of
such term or provision.

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<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their proper and duly authorized
representative as of the date first above written.

CITICORP, USA, Inc. As
Administrative Agent

By /s/ Timothy L. Freeman
---------------------------------------
Name: Timothy L. Freeman
Title: Attorney-in-Fact

Address:
Fax No.:

THE BANK OF NOVA SCOTIA, as
Administrative Agent

By: /s/ Brian S. Allen
---------------------------------------
Name: Brian S. Allen
Title: Sr. Relationship Manager

Address: One Liberty Plaza, NY, NY 10006
Fax No.: (212) 225-5090

FLEET NATIONAL BANK, as Trustee

By: /s/ Gerald P. Beezley
--------------------------------------
Name: Gerald P. Beezley
Title: Vice President

Address: One Federal Street,
Boston, MA 02211
Fax No.: (617) 292-4289

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Exhibit 25

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FORM T-1

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) [ ]

----------------------

THE BANK OF NEW YORK
(Exact name of trustee as specified in its charter)

New York 13-5160382
(State of incorporation (I.R.S. employer
if not a U.S. national bank) identification no.)

48 Wall Street, New York, N.Y. 10286
(Address of principal executive offices) (Zip code)

----------------------

FOAMEX L.P.
FOAMEX CAPITAL CORPORATION
GENERAL FELT INDUSTRIES, INC.
FOAMEX FIBERS, INC.
(Exact name of obligor as specified in its charter)

Delaware 05-0475617
Delaware 22-3182164
Delaware 13-3476119
Delaware 13-3819884
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)

1000 Columbia Avenue
Linwood, Pennsylvania 19061
(Address of principal executive offices) (Zip code)

----------------------

9 7/8% Senior Subordinated Notes Due 2007
(Title of the indenture securities)

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<PAGE>

1. General information. Furnish the following information as to the Trustee:

(a) Name and address of each examining or supervising authority to which it
is subject.

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Name Address
- -------------------------------------------------------------------------------

Superintendent of Banks of the State of 2 Rector Street, New York,
New York N.Y. 10006, and Albany, N.Y.
12203

Federal Reserve Bank of New York 33 Liberty Plaza, New York,
N.Y. 10045

Federal Deposit Insurance Corporation Washington, D.C. 20429

New York Clearing House Association New York, New York 10005

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such
affiliation.

None.

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are
incorporated herein by reference as an exhibit hereto, pursuant to Rule
7a-29 under the Trust Indenture Act of 1939 (the "Act") and 17 C.F.R.
229.10(d).

1. A copy of the Organization Certificate of The Bank of New York
(formerly Irving Trust Company) as now in effect, which contains the
authority to commence business and a grant of powers to exercise
corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1
filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to
Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1
to Form T-1 filed with Registration Statement No. 33-29637.)

4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1
filed with Registration Statement No. 33-31019.)

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<PAGE>

6. The consent of the Trustee required by Section 321(b) of the Act.
(Exhibit 6 to Form T-1 filed with Registration Statement
No. 33-44051.)

7. A copy of the latest report of condition of the Trustee published
pursuant to law or to the requirements of its supervising or
examining authority.

-3-
<PAGE>

SIGNATURE

Pursuant to the requirements of the Act, the Trustee, The Bank of New York,
a corporation organized and existing under the laws of the State of New York,
has duly caused this statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in The City of New York, and State
of New York, on the 17th day of July, 1997.

THE BANK OF NEW YORK

By: /s/ WALTER N. GITLIN
--------------------------
Name: WALTER N. GITLIN
Title: VICE PRESIDENT

-4-
<PAGE>

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Consolidated Report of Condition of
THE BANK OF NEW YORK
of 48 Wall Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries

a member of the Federal Reserve System, at the close of business March 31, 1997,
published in accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.

Dollar Amounts
ASSETS in Thousands
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and
coin ............................................ $ 8,248,820
Interest-bearing balances ........................ 1,031,025
Securities:
Held-to-maturity securities ...................... 1,118,463
Available-for-sale securities .................... 3,005,838
Federal funds sold and Securities purchased under
agreements to resell ............................. 3,100,281
Loans and lease financing receivables:
Loans and leases, net of unearned
income ................................32,895,077
LESS: Allowance for loan and lease
losses ...................................633,877
LESS: Allocated transfer risk reserve..........429
Loans and leases, net of unearned income,
allowance, and reserve .......................... 32,260,771
Assets held in trading accounts ....................... 1,715,214
Premises and fixed assets (including capitalized
leases) .......................................... 684,704
Other real estate owned ............................... 21,738
Investments in unconsolidated subsidiaries and
associated companies ............................. 195,751
Customers' liability to this bank on acceptances
outstanding ...................................... 1,152,599
Intangible assets ..................................... 683,503
Other assets .......................................... 1,526,113
-----------
Total assets .......................................... $54,748,131
===========

LIABILITIES
Deposits:
In domestic offices .............................. $25,614,961
Noninterest-bearing ....................10,564,652
Interest-bearing .......................15,050,309
In foreign offices, Edge and Agreement
subsidiaries and IBFs ......................... 15,103,615
Noninterest-bearing........................560,944
Interest-bearing........................14,542,671
Federal funds purchased and Securities sold under
agreement to repurchase .......................... 2,093,286
Demand notes issued to the U.S. Treasury .............. 239,354
Trading liabilities ................................... 1,399,064
Other borrowed money:
With remaining maturity of one year or less ...... 2,075,092
With remaining maturity of more than one year .... 20,679
Bank's liability on acceptances executed and
outstanding ...................................... 1,160,012
Subordinated notes and debentures ..................... 1,014,400
Other liabilities ..................................... 1,540,245
-----------
Total liabilities ..................................... 50,560,708
===========

EQUITY CAPITAL
Common stock .......................................... 942,284
Surplus ............................................... 731,318
Undivided profits and capital reserves ................ 2,544,303
Net unrealized holding gains (losses) on
available-for-sale securities .................... ( 19,449)
Cumulative foreign currency translation adjustments ... ( 13,034)
-----------
Total equity capital .................................. 4,185,423
-----------
Total liabilities and equity capital .................. $54,746,131
===========

I, Robert E. Kellman, Senior Vice President and Comptroller of the
above-named bank do hereby declare that this Report of Condition has been
prepared in conformance with the instructions issued by the Board of Governors
of the Federal Reserve System and is true to the best of my knowledge and
belief.

Robert E. Kellman

We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the Board of Governors of the Federal Reserve System and is true and
correct.

Alan R. Griffith }
J. Carter Bacot } Directors
Thomas A. Renyl }