FOAMEX INTERNATIONAL INC, 8-K, 1999-03-18

FOAMEX INTERNATIONAL INC
8-K, 1999-03-18
PLASTICS FOAM PRODUCTS

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 11, 1999

FOAMEX INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)

Delaware 0-22624 05-0473908
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation

1000 Columbia Avenue, Linwood, PA 19061
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (610) 859-3000

<PAGE>

Not Applicable

(Former name or former address, if changed from last report)

Item 5. Other Events

On March 11 and March 12, 1999, respectively, Foamex L.P., and Foamex
Carpet Cushion, Inc., subsidiaries of Foamex International Inc. (the "Company"),
amended aspects of their respective Credit Agreements. The Company also amended
its respective guarantees of such credit agreements. On March 15, 1999, Foamex
Carpet Cushion, Inc. amended its promissory note in the original aggregate
principal amount of $70.2 million made by Foamex Carpet Cushion, Inc. in favor
of Foam Funding LLC. The amendments to such credit agreements, guarantees and
promissory note are attached hereto as Exhibits 4.4.2, 4.4.45, 4.4.46, 4.10.7
and 4.12.2 are incorporated herein by reference.

On March 16, 1999, the Company announced that the Board of Directors had
appointed John G. Johnson, Jr. as President, Chief Executive Officer and a
Director of the Company. John Johnson succeeded Andrea Farace, the Company's
former Chairman and Chief Executive Officer who resigned to pursue other
opportunities. The Board of Directors also named Marshall S. Cogan as Chairman
of the Company. The Company's press release announcing such appointments is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On March 16, 1999, the Company also announced preliminary results for
the fourth quarter ended December 31, 1998. The Company additionally announced
that it hired JP Morgan Securities Inc. to explore strategic alternatives to
maximize shareholder value. The Company's press release announcing its
preliminary earnings and the appointment of JP Morgan Securities Inc. is
attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Item 7. Financial Statements and Exhibits

(a) Financial Statements of businesses acquired:
None.

(b) Pro Forma financial information:
None.

(c) Exhibits:
4.4.2 Amendment No. 2 to Credit Agreement, dated as of March 11,
1999, amending in certain respects the Credit Agreement
dated as of June 12, 1997, as amended and restated as of
February 27, 1998, by and among Foamex L.P., FMXI, Inc., 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 ("Foamex L.P. Credit Agreement").

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<PAGE>

4.4.45 Amendment No. 1 to Second Amended and Restated Foamex
International Inc. Guaranty, dated as of March 11, 1999,
amending in certain respects the Guaranty dated as of
February 27, 1998, made by the Company in favor of Citicorp
USA, Inc., as Collateral Agent pursuant to the Foamex L.P.
Credit Agreement.

4.4.46 Amendment No. 1 to Foamex International Inc. Guaranty,
dated as of March 12, 1999, amending in certain respects the
Guaranty dated as of February 27, 1998, made by the Company
in favor of Citicorp USA, Inc., as Collateral Agent pursuant
to the Foamex Carpet Cushion Credit Agreement (as defined).

4.10.7 Amendment No. 2 to Credit Agreement, dated as of March 12,
1999 amending in certain respects the Credit Agreement,
dated as of February 27, 1998, by and among Foamex Carpet
Cushion, Inc., 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 ("Foamex Carpet
Cushion Credit Agreement").

4.12.2 Amendment to Promissory Note, dated as of March 15, 1999
amending in certain respects the Promissory Note of Foamex
Carpet Cushion, Inc. in favor of Foam Funding LLC in the
original aggregate principal amount of $70.2 million, dated
as of February 27, 1998.

99.1 Press Release of Foamex International Inc., dated March 16,
1999 regarding the appointment of John G. Johnson, Jr. as
President and CEO.

99.2 Press Release of Foamex International Inc., dated March 16,
1999 regarding preliminary fourth quarter earnings for 1998
and the hiring of JP Morgan Securities Inc.
-3-
<PAGE>

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

FOAMEX INTERNATIONAL INC.

/s/ John A. Feenan
--------------------------------
Name: John A. Feenan.
Title: Executive Vice President,
Chief Financial Officer

March 18, 1999

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<PAGE>

EXHIBIT INDEX
Exhibit
4.4.2 Amendment No. 2 to Credit Agreement, dated as of March 11,
1999, amending in certain respects the Credit Agreement
dated as of June 12, 1997, as amended and restated as of
February 27, 1998, by and among Foamex L.P., FMXI, Inc., 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.

4.4.45 Amendment No. 1 to Second Amended and Restated Foamex
International Inc. Guaranty, dated as of March 11, 1999
amending in certain respects the Guaranty dated as of
February 27, 1998, made by the Company in favor of Citicorp
USA, Inc., as Collateral Agent pursuant to the Foamex L.P.
Credit Agreement.

4.4.46 Amendment No. 1 to Foamex International Inc. Guaranty,
dated as of March 12, 1999 amending certain respects the
Guaranty dated as of February 27, 1998, made by the Company
in favor of Citicorp USA, Inc., as Collateral Agent pursuant
to the Foamex Carpet Cushion Credit Agreement.

99.1 Press Release of Foamex International Inc., dated March 16,
1999 regarding the appointment of John G. Johnson, Jr. as
President and CEO.

99.2 Press Release of Foamex International Inc., dated March 16,
1999 regarding preliminary fourth quarter earnings for 1998
and the hiring of JP Morgan Securities Inc.

-5-

EXECUTION COPY

AMENDMENT NO. 2 TO CREDIT AGREEMENT

This AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of March 11, 1999
(this "Amendment"), amends in certain respects the Credit Agreement dated as of
June 12, 1997, as amended and restated as of February 27, 1998 (as amended,
amended and restated, supplemented or otherwise modified from time to time, the
"Credit Agreement"), among Foamex L.P. ("Foamex" or the "Borrower"), FMXI, Inc.
("FMXI"), the institutions from time to time party thereto as Lenders, the
institutions from time to time party thereto as Issuing Banks, Citicorp USA,
Inc. ("Citicorp") as collateral agent (the "Collateral Agent") and The Bank of
Nova Scotia, as funding agent (the "Funding Agent", and together with the
Collateral Agent, the "Administrative Agents").

W I T N E S S E T H:

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

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

SECTION 1. Defined Terms. Terms defined in the Credit Agreement and
not otherwise defined herein have the meanings given such terms in the Credit
Agreement.

SECTION 2. Amendments to the Credit Agreement. The Credit Agreement is
hereby amended as follows:

2.1. Amendment to "Applicable Margin" Definition. The definition of
"Applicable Margin" in Section 1.01 of the Credit Agreement is hereby amended
and restated in its entirety by inserting the following in lieu thereof:

'Applicable Margin' means at all times as follows:

(a) with respect to the unpaid principal amount of each Revolving
Loan maintained as a Base Rate Loan, the applicable percentage set forth
in the chart below subclause (b) under the column entitled "Applicable
Margin for Base Rate Loans";

(b) with respect to the unpaid principal amount of each Revolving
Loan maintained as a LIBO Rate Loan, the applicable percentage set forth
in the chart below this subclause (b) under the column entitled
"Applicable Margin for LIBO Rate Loans";
<PAGE>

Total Net Debt to Applicable Margin Applicable Margin
EBDAIT Ratio for LIBO Rate Loans for Base Rate Loans
------------ ------------------- -------------------

Less than 4.50 2.50% 1.50%

Greater than or 2.75% 1.75%
equal to 4.50 and
less than 5.00

Greater than or 3.00% 2.00%
equal to 5.00 and
less than 5.50

Greater than or 3.25% 2.25%
equal to 5.50;

(d) with respect to the unpaid principal amount of each Term B
Loan maintained as a LIBO Rate Loan: 3.50%;

(e) with respect to the unpaid principal amount of each Term C
Loan maintained as a Base Rate Loan: 2.75%;

(f) with respect to the unpaid principal amount of each Term C
Loan maintained as a LIBO Rate Loan: 3.75%;

(g) with respect to the unpaid principal amount of each Term D
Loan maintained as a Base Rate Loan: 2.875%; and

(h) with respect to the unpaid principal amount of each Term D
Loan maintained as a LIBO Rate Loan: 3.875%.

The Total Net Debt to EBDAIT Ratio used to compute the Applicable Margin
for Revolving Loans following the Effective Date shall be the Total Net Debt to
EBDAIT Ratio set forth in the Compliance Certificate most recently delivered by
the Borrower to the Administrative Agents; changes in the Applicable Margin for
Revolving Loans resulting from a change in the Total Net Debt to EBDAIT Ratio
shall become effective as to all applicable Loans upon delivery by the Borrower
to the Administrative Agents of a new Compliance Certificate pursuant to Section
7.01(d)(ii). Notwithstanding anything to the contrary set forth in this
Agreement (including the then effective Total Net Debt to EBDAIT Ratio), the
Applicable Margin for Revolving Loans shall be 3.25% for LIBO Rate Loans and
2.25% for Base Rate Loans, in each case for the period commencing on March 12,
1999 and ending on the delivery of the Compliance Certificate in respect of the
Borrower=s fourth Fiscal Quarter of Fiscal Year 1999. If the

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<PAGE>
Borrower shall fail to deliver a Compliance Certificate within 50 days after the
end of any Fiscal Quarter (or within 60 days, in the case of the last Fiscal
Quarter of the Fiscal Year) as required pursuant to Section 7.01(d)(ii), the
Applicable Margin from and including the 51st (or 61st, as the case may be) day
after the end of such Fiscal Quarter to but not including the date the Borrower
delivers to the Administrative Agents a Compliance Certificate shall
conclusively equal the highest Applicable Margin for Revolving Loans set forth
above. If the Borrower delivers a Compliance Certificate pursuant to Section
7.01(d) (an "Annual Compliance Certificate") with respect to the audited annual
financial statements of the Borrower and its Subsidiaries for a Fiscal Year
which shows a variance in the computation of the Total Net Debt to EBDAIT Ratio
from such computation set forth in the Compliance Certificate delivered pursuant
to Section 7.01(d) (a "Monthly Compliance Certificate") in connection with the
last month of such Fiscal Year and the result of such variance is that the
Borrower received a decrease in the Applicable Margin for Revolving Loans upon
the delivery of the Monthly Compliance Certificate which it would not have been
entitled to receive based upon the Annual Compliance Certificate, then the
Borrower shall, within five days, deliver to the Funding Agent for the pro rata
distribution to the Lenders entitled to receive such payment, an amount equal to
the difference between the interest which would have accrued on the applicable
Loans which would have been payable if such higher Applicable Margin had been in
effect and the actual accrual of interest on the applicable Loans based upon the
incorrect Applicable Margin. Any change in the Applicable Margin for Revolving
Loans shall be effective as of the effective date of any such change in such
Applicable Margin with respect to any Revolving Loans then outstanding."

2.2. Amendment to "EBDAIT" definition. The definition of "EBDAIT" in
Section 1.01 of the Credit Agreement is hereby amended and restated in its
entirety by inserting the following in lieu thereof:

"'EBDAIT' means, for any period, (a) the sum of the amounts for
such period of (i) Consolidated Net Income plus (ii) consolidated
depreciation, amortization expense and other non-cash charges other than
those described in the proviso below plus (iii) Consolidated Interest
Expense plus (iv) Federal, state, local and foreign income taxes
provided for by the Borrower and its Subsidiaries plus, without
duplication, (v) any losses from the debt extinguishment and other
charges incurred in connection with the Transaction in an aggregate
amount not to exceed $12,000,000; (b) minus (i) extraordinary gains (or
plus extraordinary losses) from asset sales calculated pursuant to GAAP
for such period to the extent such gains or losses were included in the
calculation of Consolidated Net Income minus (ii) interest or investment
income; provided, however, that solely for the purpose of calculating
Article X financial covenants for the fourth Fiscal Quarter of Fiscal
Year 1998 and the first three Fiscal Quarters of Fiscal Year 1999, there
shall be excluded from the computation of EBDAIT, non-recurring
operating costs in an aggregate total amount of $25,100,000, all as more
fully described in the Credit Facility Amendment Presentation, dated
March 2, 1999."

2.3. Amendment to "Net Worth" definition. The definition of "Net Worth"
in Section 1.01 of the Credit Agreement is hereby amended and restated in its
entirety by inserting the following in lieu thereof:

"'Net Worth' means, at any time, with respect to any Person (a) the sum
of (i) total consolidated assets of such Person plus (ii) non-recurring charges
incurred in connection with the acquisition of the assets and liabilities of
Crain Industries and its Subsidiaries in an aggregate amount not to exceed
$27,500,000, plus (iii) the redemption premium paid on the Existing Crain Notes,
plus (iv) non-recurring operating costs in an aggregate total amount of
$25,100,000, all as more fully described in the Credit Facility Amendment
Presentation dated March 2, 1999, minus (b) total consolidated liabilities of
such Person (it being understood that Equity Interests in such Person shall not
constitute liabilities except to the extent such Equity Interests are
Indebtedness). Assets and liabilities shall be determined in accordance with

-3-
<PAGE>

GAAP, except that Investments in and moneys due from Affiliates of the Borrower
and its Subsidiaries (other than (A) Investments in Affiliates permitted under
Section 9.04(iv) and (B) other Investments permitted under Section 9.04 (other
than Section 9.04(x)) and not recorded as an asset under GAAP, shall be added
back to total consolidated assets) shall be excluded from or added back, as
applicable, to total consolidated assets of the Borrower and its Subsidiaries
(other than trade receivables due from Affiliates incurred in the ordinary
course of business less than sixty (60) days past due)."

2.4. Amendment to Article X. Sections 10.01, 10.02, 10.03 and 10.04 of
Article X of the Credit Agreement are each hereby amended and restated in their
entirety by inserting the following in lieu thereof (1/):

"10.01 Minimum Net Worth. The Net Worth of the Borrower and its
Subsidiaries on a consolidated basis at all times during any period from the
last day of the Fiscal Quarter in each Fiscal Year of the Borrower set forth
below to the next to last day of the next succeeding Fiscal Quarter shall not be
less than the minimum amount set forth opposite the first such Fiscal Quarter:

Fiscal Quarter Minimum Net Worth
- -------------- (in millions)
-------------

Fourth fiscal quarter of 1997 $(146.4)

First fiscal quarter of 1998 (150.0)

Second fiscal quarter of 1998 (142.5)

Third fiscal quarter of 1998 (135.0)

Fourth fiscal quarter of 1998 [(142.0)]

First fiscal quarter of 1999 [(139.5)]

Second fiscal quarter of 1999 [(130.5)]

Third fiscal quarter of 1999 [(120.9)]

Fourth fiscal quarter of 1999 [(116.8)]

First fiscal quarter of 2000 [(111.5)]

Second fiscal quarter of 2000 [(106.2)]

Third fiscal quarter of 2000 [(100.9)]

Fourth fiscal quarter of 2000 [(90.0)]

First fiscal quarter of 2001 [(84.0)]

Second fiscal quarter of 2001 [(79.0)]

Third fiscal quarter of 2001 [(74.0)]

Fourth fiscal quarter of 2001 [(65.0)]

- --------
1/ Brackets indicate new information. The remainder of the data remains
unchanged.

-4-
<PAGE>

Fiscal Quarter Minimum Net Worth
- -------------- (in millions)
-------------

First fiscal quarter of 2002 (33.4)

Second fiscal quarter of 2002 (25.7)

Third fiscal quarter of 2002 (15.5)

Fourth fiscal quarter of 2002 (5.3)

First fiscal quarter of 2003 1.2

Second fiscal quarter of 2003 9.6

Third fiscal quarter of 2003 20.7

Fourth fiscal quarter of 2003 31.9

First fiscal quarter of 2004 38.9

Second fiscal quarter of 2004 47.8

Third fiscal quarter of 2004 59.7

Fourth fiscal quarter of 2004 71.6

First fiscal quarter of 2005 79.5

Second fiscal quarter of 2005 89.7

Third fiscal quarter of 2005 103.2

Fourth fiscal quarter of 2005 116.8

First fiscal quarter of 2006 123.8

Second fiscal quarter of 2006 131.8

Third fiscal quarter of 2006 136.8

Fourth fiscal quarter of 2006 and 141.8
thereafter"

"10.02 Minimum Interest Coverage Ratio10.02 Minimum Interest Coverage
Ratio. The Interest Coverage Ratio of the Borrower and its Subsidiaries on a
consolidated basis, as determined as of the last day of each Fiscal Quarter of
the Borrower set forth below for the four Fiscal Quarter period ending on such
date, shall not be less than the minimum ratio set forth opposite such Fiscal
Quarter:

Fiscal Quarter Minimum Ratio
- -------------- -------------

Fourth fiscal quarter of 1997 2.50:1.00

First fiscal quarter of 1998 2.00:1.00

Second fiscal quarter of 1998 2.00:1.00

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<PAGE>

Fiscal Quarter Minimum Ratio
- -------------- -------------

Third fiscal quarter of 1998 2.00:1.00

Fourth fiscal quarter of 1998 [1.70:1.00]

First fiscal quarter of 1999 [1.60:1.00]

Second fiscal quarter of 1999 [1.60:1.00]

Third fiscal quarter of 1999 [1.60:1.00]

Fourth fiscal quarter of 1999 [1.80:1.00]

First fiscal quarter of 2000 [1.80:1.00]

Second fiscal quarter of 2000 [1.80:1.00]

Third fiscal quarter of 2000 [1.80:1.00]

Fourth fiscal quarter of 2000 [2.00:1.00]

First fiscal quarter of 2001 [2.00:1.00]

Second fiscal quarter of 2001 [2.00:1.00]

Third fiscal quarter of 2001 [2.00:1.00]

Fourth fiscal quarter of 2001 [2.00:1.00]

First fiscal quarter of 2002 2.75:1.00

Second fiscal quarter of 2002 2.75:1.00

Third fiscal quarter of 2002 2.75:1.00

Fourth fiscal quarter of 2002 3.00:1.00

First fiscal quarter of 2003 3.00:1.00

Second fiscal quarter of 2003 3.00:1.00

Third fiscal quarter of 2003 3.00:1.00

Fourth fiscal quarter of 2003 3.00:1.00

First fiscal quarter of 2004 3.00:1.00

Second fiscal quarter of 2004 3.00:1.00

Third fiscal quarter of 2004 3.00:1.00

Fourth fiscal quarter of 2004 3.00:1.00

First fiscal quarter of 2005 3.00:1.00

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<PAGE>

Fiscal Quarter Minimum Ratio
- -------------- -------------

Second fiscal quarter of 2005 3.00:1.00

Third fiscal quarter of 2005 3.00:1.00

Fourth fiscal quarter of 2005 3.00:1.00

First fiscal quarter of 2006 3.00:1.00

Second fiscal quarter of 2006 and 3.00:1.00
thereafter"

"10.03 Minimum Fixed Charge Coverage Ratio. The Fixed Charge Coverage
Ratio of the Borrower and its Subsidiaries on a consolidated basis, as
determined as of the last day of each Fiscal Quarter of the Borrower set forth
below for the four Fiscal Quarter period ending on such date, shall not be less
than the minimum ratio set forth opposite such Fiscal Quarter:

Fiscal Quarter Minimum Ratio
- -------------- -------------

Fourth fiscal quarter of 1997 1.10:1.00

First fiscal quarter of 1998 1.10:1.00

Second fiscal quarter of 1998 1.10:1.00

Third fiscal quarter of 1998 1.10:1.00

Fourth fiscal quarter of 1998 1.25:1.00

First fiscal quarter of 1999 [1.10:1.00]

Second fiscal quarter of 1999 [1.10:1.00]

Third fiscal quarter of 1999 [1.10:1.00]

Fourth fiscal quarter of 1999 1.25:1.00

First fiscal quarter of 2000 1.00:1.00

Second fiscal quarter of 2000 1.00:1.00

Third fiscal quarter of 2000 1.00:1.00

Fourth fiscal quarter of 2000 1.00:1.00

First fiscal quarter of 2001 1.25:1.00

Second fiscal quarter of 2001 1.25:1.00

Third fiscal quarter of 2001 1.25:1.00

-7-
<PAGE>

Fiscal Quarter Minimum Ratio
- -------------- -------------

Fourth fiscal quarter of 2001 1.25:1.00

First fiscal quarter of 2002 1.25:1.00

Second fiscal quarter of 2002 1.25:1.00

Third fiscal quarter of 2002 1.25:1.00

Fourth fiscal quarter of 2002 1.25:1.00

First fiscal quarter of 2003 1.25:1.00

Second fiscal quarter of 2003 1.25:1.00

Third fiscal quarter of 2003 1.25:1.00

Fourth fiscal quarter of 2003 1.25:1.00

First fiscal quarter of 2004 1.00:1.00

Second fiscal quarter of 2004 1.00:1.00

Third fiscal quarter of 2004 1.00:1.00

Fourth fiscal quarter of 2004 1.00:1.00

First fiscal quarter of 2005 1.00:1.00

Second fiscal quarter of 2005 1.00:1.00

Third fiscal quarter of 2005 1.00:1.00

Fourth fiscal quarter of 2005 1.00:1.00

First fiscal quarter of 2006 1.00:1.00

Second fiscal quarter of 2006 and 1.00:1.00
thereafter"

"10.04 Maximum Leverage RatioA10.04 Maximum Leverage Ratio. The Total
Net Debt to EBDAIT Ratio of the Borrower and its Subsidiaries on a consolidated
basis, as determined as of the last day of each Fiscal Quarter of the Borrower
set forth below for the four Fiscal Quarter period ending on such date, shall
not exceed the maximum ratio set forth below:

Fiscal Quarter Maximum Ratio
- -------------- -------------

Fourth fiscal quarter of 1997 5.75:1.00

First fiscal quarter of 1998 5.50:1.00

Second fiscal quarter of 1998 5.50:1.00

-8-
<PAGE>

Fiscal Quarter Maximum Ratio
- -------------- -------------

Third fiscal quarter of 1998 5.25:1.00

Fourth fiscal quarter of 1998 [6.00:1.00]

First fiscal quarter of 1999 [6.00:1.00]

Second fiscal quarter of 1999 [6.00:1.00]

Third fiscal quarter of 1999 [6.00:1.00]

Fourth fiscal quarter of 1999 [5.50:1.00]

First fiscal quarter of 2000 [5.50:1.00]

Second fiscal quarter of 2000 [5.50:1.00]

Third fiscal quarter of 2000 [5.50:1.00]

Fourth fiscal quarter of 2000 [4.75:1.00]

First fiscal quarter of 2001 [4.75:1.00]

Second fiscal quarter of 2001 [4.75:1.00]

Third fiscal quarter of 2001 [4.75:1.00]

Fourth fiscal quarter of 2001 [4.25:1.00]

First fiscal quarter of 2002 3.00:1.00

Second fiscal quarter of 2002 3.00:1.00

Third fiscal quarter of 2002 3.00:1.00

Fourth fiscal quarter of 2002 3.00:1.00

First fiscal quarter of 2003 3.00:1.00

Second fiscal quarter of 2003 3.00:1.00

Third fiscal quarter of 2003 3.00:1.00

Fourth fiscal quarter of 2003 3.00:1.00

First fiscal quarter of 2004 3.00:1.00

Second fiscal quarter of 2004 3.00:1.00

Third fiscal quarter of 2004 3.00:1.00

Fourth fiscal quarter of 2004 3.00:1.00

First fiscal quarter of 2005 3.00:1.00

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<PAGE>

Fiscal Quarter Maximum Ratio
- -------------- -------------

Second fiscal quarter of 2005 3.00:1.00

Third fiscal quarter of 2005 3.00:1.00

Fourth fiscal quarter of 2005 3.00:1.00

First fiscal quarter of 2006 3.00:1.00

Second fiscal quarter of 2006 and 3.00:1.00
thereafter"

SECTION 3. Consent to Amendment to the Foamex International Guaranty.
The Lenders signatory hereto hereby consent to an amendment of clause (A)(iii)
of Section 4.1.1 of the Foamex International Guaranty whereby the following
language shall be inserted between the phrase Athe proceeds of which shall be
retained by the Guarantor" and the word "and":

"or may be used by the Guarantor to repay indebtedness owed to
Subsidiaries of the Guarantor".

SECTION 4. Conditions to Effectiveness. This Amendment shall become
effective on the date hereof (the "Effective Date"), provided, that the
following conditions precedent have been satisfied (unless waived by the
Requisite Lenders or unless the deadline for delivery has been extended by the
Administrative Agents):

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

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

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

(ii) Consents. The Borrower shall have received all material
consents and authorizations required pursuant to any material
Contractual Obligation with any other Person and shall have obtained all
material consents and authorizations of, and effected all notices to and
filings with, any Governmental Authority, in each case, as may be
necessary to allow the Borrower to lawfully and without risk of
rescission, execute, deliver and perform, in all material respects, its
obligations under this Amendment and the Transaction Documents to which
it is, or is to be, a party and each other agreement or instrument to be
executed and delivered by it pursuant thereto or in connection
therewith.

(iii) Amendment Fee. The Administrative Agents shall have
received from the Borrower, on behalf of each Lender which has executed
this Amendment on or prior to the Effective Date, an amendment fee in
the amount of 3 of 1% of the outstanding Commitment and Loans of such
Lender under the Credit Agreement.

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<PAGE>

(iv) No Legal Impediments. No law, regulation, order, judgment or
decree of any Governmental Authority shall, and neither Administrative
Agent shall have received, on or prior to the Effective Date, any notice
that litigation is pending or threatened which is likely to, impose or
result in the imposition of a Material Adverse Effect.

(v) No Change in Condition. No change in the condition (financial
or otherwise), business, performance, properties, assets, operations or
prospects of either Borrower or any of its Subsidiaries and its
subsidiaries shall have occurred since December 29, 1997, which change,
in the judgment of the Lenders, will have or is reasonably likely to
have a Material Adverse Effect.

(vi) No Default. After giving effect to this Amendment, no Event
of Default or Potential Event of Default shall have occurred.

(vii) Representations and Warranties. All of the representations
and warranties contained in Section 6.01 of the Credit Agreement and in
any of the other Loan Documents shall be true and correct in all
material respects on and as of the Effective Date.

SECTION 5. Representations and Warranties. The Borrower hereby
represents and warrants to the Lenders party hereto that (i) the execution,
delivery and performance of this Amendment by the Borrower are within the
Borrower=s partnership powers and have been duly authorized by all necessary
partnership action, and (ii) this Amendment constitutes the legal, valid and
binding obligation of the Borrower, enforceable against the Borrower, in
accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or other laws relating to or
limiting creditors= rights generally or by equitable principles generally.

SECTION 6. Reference to and Effect on the Loan Documents.

6.1. Upon the effectiveness of this Amendment, on and after the date
hereof each reference in the Credit Agreement to "this Agreement", "hereunder",
"hereof", "herein" or words of like import, and each reference in the other Loan
Documents to the Credit Agreement, shall mean and be a reference to the Credit
Agreement as amended hereby.

6.2. Except as specifically amended above, all of the terms of the
Credit Agreement and all other Loan Documents shall remain unchanged and in full
force and effect.

6.3. The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of any Lender or the Administrative Agents under the Credit
Agreement or any of the Loan Documents, nor constitute a waiver of any provision
of the Credit Agreement or any of the Loan Documents.

6.4. As of the Effective Date (after giving effect to this Amendment),
the Borrower is in compliance in all material respects with all applicable
terms, conditions and covenants of the Credit Agreement and other Loan
Documents.

SECTION 7. Execution in Counterparts. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute one and the same
agreement.

-11-
<PAGE>

SECTION 8. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO NEW YORK CONFLICTS OF LAWS PRINCIPLES.

SECTION 9. Guarantor Consent. By its signature below, Foamex
International hereby (i) consents to this Amendment in its capacity as a
guarantor under the Foamex International Guaranty, (ii) affirms its obligations
under such guaranty and (iii) agrees that any and all proceeds received by
Foamex International (net of paid (x) costs of sale and (y) costs of terminating
aircraft operations) as a result of the sale of its aircraft shall, within one
business day of receipt by Foamex International, be distributed to Subsidiaries
of the Guarantor as repayment of amounts owing by Foamex International to such
Subsidiaries.

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

SECTION 11. Successors and Assigns. This Amendment shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns.

-12-
<PAGE>

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

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

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

-13-
<PAGE>

FMXI, INC.

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

FOAMEX INTERNATIONAL INC., as a guarantor

By /s/ Philip N. Smith, Jr.
-----------------------------
Name: Philip N. Smith, Jr.
Title: Senior Vice President
<PAGE>

CITIBANK, N.A., as Issuing Bank

By /s/ Shapleigh B. Smith
-----------------------------
Name: Shapleigh B. Smith
Title: Vice President
<PAGE>

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

By /s/ Shapleigh B. Smith
-----------------------------
Name: Shapleigh B. Smith
Title: Vice President

<PAGE>

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

By /s/ B. S. Allen
-----------------------------
Name: B. S. Allen
Title: Senior Relationship Manager
<PAGE>

AERIES FINANCE LTD.

By /s/ Andrew Ian Wignall
-----------------------------
Name: Andrew Ian Wignall
Title: Director
<PAGE>

ALLSTATE LIFE INSURANCE COMPANY

By /s/ Jerry D. Zinkula
-----------------------------
Name: Jerry D. Zinkula

By /s/ Charles D. Mires
-----------------------------
Name: Charles D. Mires

Its Authorized Signatories
<PAGE>

ALLSTATE INSURANCE COMPANY

By /s/ Jerry D. Zinkula
-----------------------------
Name: Jerry D. Zinkula
Title: Authorized Signatory

By /s/ Charles D. Mires
-----------------------------
Name: Charles D. Mires
Title: Authorized Signatory
<PAGE>

BALANCED HIGH-YIELD FUND I LTD.
By: BHF-Bank Aktiengesellschaft acting
through its New York Branch as
Attorney-In-Fact

By /s/ Steven Alexander
-----------------------------
Name: Steven Alexander
Title: Assistant Treasurer

By /s/ Thomas Scifo
-----------------------------
Name: Thomas Scifo
Title: Assistant Vice President
<PAGE>

THE BANK OF NEW YORK

By /s/ Walter C. Parelli
-----------------------------
Name: Walter C. Parelli
Title: Vice President
<PAGE>

BANKBOSTON, N.A.

By /s/ Maura C. Wadlinger
-----------------------------
Name: Maura C. Wadlinger
Title: Vice President
<PAGE>

CERES FINANCE LTD.

By /s/ John H. Cullihane
-----------------------------
Name: John H. Cullihane
Title: Director
<PAGE>

CAPTIVA FINANCE LTD.

By /s/ John H. Cullihane
-----------------------------
Name: John H. Cullihane
Title: Director

<PAGE>

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

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

By
-----------------------------
Name:
Title:
<PAGE>

COMPAGNIE FINANCIERE DE CIC ET DE
L'UNION EUROPEENNE

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

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

CREDIT LYONNAIS NEW YORK BRANCH

By /s/ Vladimir Labun
-----------------------------
Name: Vladimir Labun
Title: First Vice President-Manager
<PAGE>

CRESCENT/MACH I PARTNERS, L.P.
By: TCW Asset Management Company Its
Investment Manager

By /s/ Mark L. Gold
-----------------------------
Name: Mark L. Gold
Title: Managing Director
<PAGE>

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

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

DEBT STRATEGIES FUND, INC.

By /s/ Colleen M. Cunniffe
-----------------------------
Name: Colleen M. Cunniffe
Title: Authorized Signatory
<PAGE>

DEEPROCK & COMPANY
By: Eaton Vance Management
as Investment Advisor

By /s/ Scott H. Page
-----------------------------
Scott H. Page
Vice President and Portfolio
Manager
<PAGE>

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

By: PIMCO Management Inc., a general partner

By /s/
-----------------------------
Name:
Title:
<PAGE>

EATON VANCE SENIOR INCOME TRUST
By: Eaton Vance Management as Investment
Advisor

/s/ Scott H. Page
-----------------------------
Scott H. Page
Vice President and Portfolio Manager
<PAGE>

THE FUJI BANK, LIMITED, NEW YORK BRANCH

By /s/ Teiji Teramoto
-----------------------------
Name: Teiji Teramoto
Title: Vice President and Manager
<PAGE>

GENERAL ELECTRIC CAPITAL CORPORATION

By /s/ J. Williams
-----------------------------
Name: J. Williams
Title:
<PAGE>

IMPERIAL BANK

By /s/ Jamie Harney
-----------------------------
Name: Jamie Harney
Title: Vice President
<PAGE>

KZH CRESCENT LLC

By /s/ Virginia Conway
-----------------------------
Name: Virginia Conway
Title: Authorized Agent
<PAGE>

KZH CRESCENT-2 LLC

By /s/ Virginia Conway
-----------------------------
Name: Virginia Conway
Title: Authorized Agent
<PAGE>

KZH LANGDALE LLC

By /s/ Virginia Conway
-----------------------------
Name: Virginia Conway
Title: Authorized Agent
<PAGE>

KZH ING-1 LLC

By /s/ Virginia Conway
-----------------------------
Name: Virginia Conway
Title: Authorized Agent
<PAGE>

KZH SOLEIL LLC

By /s/ Virginia Conway
-----------------------------
Name: Virginia Conway
Title: Authorized Agent
<PAGE>

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

By /s/ Steven J. Katz
-----------------------------
Name: Steven J. Katz
Title: Second Vice President and Associate
General Counsel
<PAGE>

MASSMUTUAL HIGH YIELD PARTNERS II, LLC

By: HYP MANAGEMENT INC. AS
MANAGING MEMBER

By /s/ John B. Joyce
-----------------------------
Name: John B. Joyce
Title: Vice President
<PAGE>

MERRILL LYNCH SENIOR FLOATING RATE FUND, INC.

By /s/ Colleen M. Cunniffe
-----------------------------
Name: Colleen M. Cunniffe
Title: Authorized Signatory
<PAGE>

MERRILL LYNCH GLOBAL INVESTMENT SERIES:
INCOME STRATEGIES PORTFOLIO
By: Merrill Lynch Asset Management, L.P., as
Investment Advisor

By /s/ Colleen M. Cunniffe
-----------------------------
Name: Colleen M. Cunniffe
Title: Authorized Signatory
<PAGE>

METROPOLITAN LIFE INSURANCE COMPANY

By /s/ James R. Dingler
-----------------------------
Name: James R. Dingler
Title: Director
<PAGE>

THE MITSUBISHI TRUST AND BANKING CORPORATION

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

ML CBO IV (CAYMAN) LTD.
By: Highland Capital Management L.P., as
Collateral Manager

By /s/ James Dondero
-----------------------------
Name: James Dondero, CFA, CPA
Title: President
<PAGE>

NATEXIS BANQUE (formerly Banque Francaise
du Commerce Exterieur)

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

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

THE NORTHWESTERN MUTUAL LIFE INSURANCE
COMPANY

By /s/ Richard A. Strait
-----------------------------
Name: Richard A. Strait
Title: Its Autorized Representative
<PAGE>

NATIONSBANK, N.A.

By /s/ Steve A. Aronowitz
-----------------------------
Name: Steve A. Aronowitz
Title: Managing Director
<PAGE>

ORIX USA CORPORATION

By /s/ Hiroyuki Miyauchi
-----------------------------
Name: Hiroyuki Miyauchi
Title: Executive Vice President
<PAGE>

OCTAGON LOAN TRUST
By: Octagon Credit Investors, as manager

By /s/ Joyce C. DeLucca
-----------------------------
Name: Joyce C. DeLucca
Title: Managing Director
<PAGE>

OXFORD STRATEGIC INCOME FUND
By: Eaton Vance Management
as Investment Advisor

By /s/ Scott H. Page
-----------------------------
Name: Scott H. Page
Title: Vice President and
Portfolio Manager
<PAGE>

PAMCO CAYMAN LTD.
By: Highland Capital Management, L.P., as
Collateral Manager

By /s/ James Dondero
-----------------------------
Name: James Dondero, CFA, CPA
Title: President
<PAGE>

PAM CAPITAL FUNDING, L.P.
By: Highland Capital Management, L.P., as
Collateral Manager

By /s/ James Dondero
-----------------------------
Name: James Dondero, CFA, CPA
Title: President
<PAGE>

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

By /s/ Charles E. LeMieux
-----------------------------
Name: Charles E. LeMieux
Title: Assistant Vice President
<PAGE>

ROYALTON COMPANY
By: Pacific Investment Management Company, as
its Investment Advisor
By: PIMCO Management Inc., a general partner

By /s/ Bradley W. Paulson
-----------------------------
Name: Bradley W. Paulson
Title: Vice President
<PAGE>

SENIOR HIGH INCOME PORTFOLIO, INC.

By /s/ Colleen M. Cunniffe
-----------------------------
Name: Colleen M. Cunniffe
Title: Authorized Signatory
<PAGE>

STRATA FUNDING LTD.

By /s/ John M. Cullihane
-----------------------------
Name: John M. Cullihane
Title: Director
<PAGE>

SENIOR DEBT PORTFOLIO
By: Boston Management and Research, as
Investment Advisor

By /s/ Scott H. Page
-----------------------------
Name: Scott H. Page
Title: Vice President
<PAGE>

TCW LEVERAGED INCOME TRUST, L.P.
By: TCW Advisers (Bermuda), Ltd., as General
Partner

By /s/ Mark L. Gold
-----------------------------
Name: Mark L. Gold
Title: Managing Director

By: TCW Investment Management Company, as
Investment Adviser

By /s/ Justin L. Driscoll
-----------------------------
Name: Justin L. Driscoll
Title: Senior Vice President
<PAGE>

TORONTO DOMINION (TEXAS), INC.

By /s/ Azar S. Azarpour
-----------------------------
Name: Azar S. Azarpour
Title: Vice President
<PAGE>

VAN KAMPEN CLO I, LIMITED
By: Van Kampen American Capital Management
Inc., as Collateral Manager

By /s/ Jeffrey W. Maillet
-----------------------------
Name: Jeffrey W. Maillet
Title: Senior Vice President and Director
<PAGE>

VAN KAMPEN PRIME RATE INTEREST TRUST

By /s/ Jeffrey W. Maillet
-----------------------------
Name: Jeffrey W. Maillet
Title: Senior Vice President and Director

EXECUTION COPY

AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED FOAMEX INTERNATIONAL GUARANTY

This AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED FOAMEX INTERNATIONAL
GUARANTY, dated as of March 11, 1999 (this "Amendment"), amends in certain
respects the Second Amended and Restated Foamex International Guaranty (as
amended, amended and restated, supplemented or otherwise modified from time to
time, the "Guaranty"), dated as of February 27, 1998, made by Foamex
International Inc., a Delaware corporation (the "Guarantor"), in favor of
Citicorp USA, Inc., as Collateral Agent (together with any successor(s) thereto
in such capacity, the "Collateral Agent") for each of the Secured Parties (as
defined in the Guaranty), for the benefit of the Secured Parties, pursuant to
that certain credit agreement, dated as of June 12, 1997, as amended and
restated as of February 27, 1998 (as amended, amended and restated, supplemented
or otherwise modified from time to time, the "Credit Agreement"), among Foamex
L.P. (the "Borrower"), FMXI, Inc., certain institutions party thereto from time
to time as lenders (the "Lenders"), certain institutions party thereto from time
to time as issuing banks, Citicorp USA, Inc., as collateral agent for the
Lenders (the "Collateral Agent") and the issuing banks, and The Bank of Nova
Scotia, as funding agent for the Lenders and the Issuing Banks (together with
the Collateral Agent, the "Administrative Agents").

W I T N E S S E T H:

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

NOW, THEREFORE, in consideration of the above recital of the Borrower,
the Guarantor and the Collateral Agent agree as follows:

SECTION 1. Defined Terms. Terms defined in the Guaranty and the Credit
Agreement and not otherwise defined herein have the meanings given such terms in
the Guaranty or the Credit Agreement, as the case may be.

SECTION 2. Amendment to the Guaranty. The Guaranty is hereby amended
as follows:

2.1. Amendment to Section 4.1.1. The Borrower, the Guarantor and the
Collateral Agent hereby agree to an amendment of clause (A)(iii) of Section
4.1.1 of the Guaranty by inserting the following language between the phrase
"the proceeds of which shall be retained by the Guarantor" and the word "and":

"or may be used by the Guarantor to repay indebtedness owed to
Subsidiaries of the Guarantor".

-1-
<PAGE>

SECTION 3. Conditions to Effectiveness. This Amendment shall become
effective on the date hereof (the "Effective Date"), provided, that the
following conditions precedent have been satisfied (unless waived, or unless the
deadline for delivery has been extended, by the Collateral Agent):

(i) Documents. The Collateral Agent shall have received on or
before the Effective Date all of the following in form and substance
satisfactory to the Collateral Agent:

(a) this Amendment duly executed and in form and substance
satisfactory to the Collateral Agent;

(b) Amendment No. 2 to the Foamex L.P. Credit Agreement,
dated as of June 12, 1997, as amended and restated as of February
27, 1998 (as amended, amended and restated, supplemented or
otherwise modified from time to time, the "Credit Agreement"),
among Foamex L.P. ("Foamex" or the "Borrower"), FMXI, Inc.
("FMXI"), the institutions from time to time party thereto as
Lenders, the institutions from time to time party thereto as
Issuing Banks, Citicorp USA, Inc. ("Citicorp") as collateral
agent (the "Collateral Agent") and The Bank of Nova Scotia, as
funding agent (the "Funding Agent", and together with the
Collateral Agent, the "Administrative Agents"), duly executed and
in form and substance satisfactory to the Administrative Agents;
and

(ii) Representations and Warranties. All of the representations
and warranties contained in Article III of the Guaranty shall be true
and correct in all material respects on and as of the Effective Date.

SECTION 4. Representations and Warranties. The Guarantor hereby
represents and warrants to the Lenders party hereto that (i) the execution,
delivery and performance of this Amendment by the Guarantor are within the
Guarantor=s corporate powers and have been duly authorized by all necessary
corporate action, and (ii) this Amendment constitutes the legal, valid and
binding obligation of the Guarantor, enforceable against the Guarantor, in
accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or other laws relating to or
limiting creditors= rights generally or by equitable principles generally.

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

5.1. Upon the effectiveness of this Amendment, on and after the date
hereof each reference in the Guaranty to "this Agreement", "hereunder",
"hereof", "herein" or words of like import, and each reference in the other Loan
Documents to the Guaranty, shall mean and be a reference to the Guaranty as
amended hereby.

5.2. Except as specifically amended above, all of the terms of the
Guaranty and all other Loan Documents shall remain unchanged and in full force
and effect.

5.3. The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of the Collateral Agent under the Guaranty or any of the Loan
Documents, nor constitute a waiver of any provision of the Guaranty or any of
the Loan Documents.

-2-
<PAGE>

5.4. As of the Effective Date (after giving effect to this Amendment),
the Guarantor is in compliance in all material respects with all applicable
terms, conditions and covenants of the Guaranty.

SECTION 6. Execution in Counterparts. This Amendment may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute one and the same
agreement.

SECTION 7. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO NEW YORK CONFLICTS OF LAWS PRINCIPLES.

SECTION 8. Headings. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment or be given any substantive effect.

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

-3-
<PAGE>

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

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

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

-4-
<PAGE>

FOAMEX INTERNATIONAL INC., as a guarantor

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

-5-
<PAGE>

CITICORP USA, INC., as Collateral Agent

By /s/ Shapleigh B. Smith
-----------------------------
Name: Shapleigh B. Smith
Title: Vice President

-6-

EXECUTION COPY

AMENDMENT NO. 1 TO FOAMEX INTERNATIONAL GUARANTY

This AMENDMENT NO. 1 TO FOAMEX INTERNATIONAL GUARANTY, dated as of March
12, 1999 (this "Amendment") amends in certain respects the Foamex International
Guaranty (as amended, amended and restated, supplemented or otherwise modified
from time to time, the "Guaranty"), dated as of February 27, 1998, made by
Foamex International Inc., a Delaware corporation (the "Guarantor"), in favor of
Citicorp USA, Inc., as intercreditor collateral agent under the New GFI
Intercreditor Agreement (together with any successor(s) thereto in such
capacity, the "Collateral Agent") for each of the Secured Parties, for the
benefit of the Secured Parties, pursuant to the New GFI Credit Agreement, dated
as of February 27, 1998 (as amended, amended and restated, supplemented or
modified from time to time, the "Credit Agreement") entered into among Foamex
Carpet Cushion, Inc., a Delaware corporation, the institutions from time to time
a party thereto as lenders, the institutions from time to time a party thereto
as issuing banks, Citicorp USA, Inc. and The Bank of Nova Scotia, in its
capacity as funding agent.

W I T N E S S E T H:

WHEREAS, the Guarantor (which has executed this Amendment) has requested
the undersigned, to amend the Guaranty as set forth herein. The Collateral Agent
has agreed to amend the Guaranty to accommodate the request of the Guarantor
contained herein, subject to the terms set forth herein.

NOW, THEREFORE, in consideration of the above recital, the Guarantor and
the Collateral Agent agree as follows:

SECTION 1. Defined Terms. Terms defined in the Guaranty and the Credit
Agreement not otherwise defined herein have the meanings given such terms in the
Guaranty or the Credit Agreement, as the case may be.

SECTION 2. Amendment to the Guaranty. The Guaranty is hereby amended
as follows:

2.1. Amendment to Section 4.1.1. The Guarantor and the Collateral Agent
hereby agree to amend clause (A)(iii) of Section 4.1.1 of the Guaranty by
inserting the following language between the phrase "the proceeds of which shall
be retained by the Guarantor" and the word "and":

"or may be used by the Guarantor to repay indebtedness owed to
Subsidiaries of the Guarantor".

(i) Documents. The Collateral Agent shall have received on or
before the Effective Date all of the following in form and substance
satisfactory to the Collateral Agent:

-1-
<PAGE>

(a) this Amendment duly executed and in form and substance
satisfactory to the Collateral Agent; and

(b) such additional documentation as the Collateral Agent
may reasonably request.

SECTION 4. Representations and Warranties. The Guarantor hereby
represents and warrants to the Collateral Agent that (i) the execution, delivery
and performance of this Amendment by the Guarantor are within the Guarantor=s
corporate powers and have been duly authorized by all necessary corporate
action, and (ii) this Amendment constitutes the legal, valid and binding
obligation of the Guarantor, enforceable against the Guarantor, in accordance
with its terms, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization, moratorium or other laws relating to or limiting
creditors= rights generally or by equitable principles generally.

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

5.1. Upon the effectiveness of this Amendment, on and after the date
hereof each reference in the Guaranty to "this Agreement", "hereunder",
"hereof", "herein" or words of like import, and each reference in the Credit
Agreement and other Loan Documents to the Guaranty, shall mean and be a
reference to the Guaranty as amended hereby.

5.2. Except as specifically amended above, all of the terms of the
Guaranty and all other Loan Documents shall remain unchanged and in full force
and effect.

5.4. As of the Effective Date (after giving effect to this Amendment),
the Guarantor is in compliance in all material respects with all applicable
terms, conditions and covenants of the Guaranty.

SECTION 8. Headings. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment or be given any substantive effect.

-2-
<PAGE>

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

-3-
<PAGE>

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

FOAMEX CARPET CUSHION, INC.

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

-4-
<PAGE>

FOAMEX INTERNATIONAL INC., as a guarantor

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

-5-
<PAGE>

CITICORP USA, INC., as Collateral Agent

By /s/ Shapleigh B. Smith
-----------------------------
Name: Shapleigh B. Smith
Title: Vice President

-6-

EXECUTION COPY

AMENDMENT NO. 2 TO CREDIT AGREEMENT

This AMENDMENT NO. 2 TO CREDIT AGREEMENT, dated as of March 12, 1999
(the "Amendment"), amends in certain respects the Credit Agreement dated as of
February 27, 1998 (as amended, amended and restated, supplemented or otherwise
modified from time to time, the "Credit Agreement"), among Foamex Carpet
Cushion, Inc. ("New GFI" or the "Borrower"), the institutions from time to time
party thereto as Lenders, the institutions from time to time party thereto as
Issuing Banks, Citicorp USA, Inc. ("Citicorp") as collateral agent (the
"Collateral Agent") and The Bank of Nova Scotia, as funding agent (the "Funding
Agent", and together with the Collateral Agent, the "Administrative Agents").

W I T N E S S E T H:

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

SECTION 1. Defined Terms. Terms defined in the Credit Agreement and
not otherwise defined herein have the meanings given such terms in the Credit
Agreement.

SECTION 2. Amendments to the Credit Agreement. The Credit Agreement
is hereby amended as follows:

2.1. Amendment to Section 1. Section 1 of the Credit Agreement is
hereby amended by the following:

2.1.1 Amendment to the definition of EBDAIT. The definition of
EBDAIT is hereby amended and restated in its entirety as follows:

"'EBDAIT' means, for any period, (a) the sum of the amounts for
such period of (i) Net Income plus (ii) depreciation, amortization expense and
other non-cash charges plus (iii) Interest Expense plus (iv) Federal, state,
foreign and local income taxes provided for by the Borrower plus (v)
non-recurring costs in an amount not to exceed $2,600,000 incurred during the
First Fiscal Quarter of 1999; minus (b)(i) extraordinary gains (or plus
extraordinary losses) from asset sales calculated pursuant to GAAP for such
period to the extent such gains or losses were included in the calculation of
Net Income plus (ii) interest or investment income."

2.2. Amendment to Section 9.04. Section 9.04 of the Credit Agreement is
hereby amended by (i) deleting the word "and" located at the end of clause
"(iv)", (ii) deleting the "." at the end of clause "(v)" and inserting "; and"
in lieu thereof and (iii) adding a new clause "(vi)" as follows:

-1-
<PAGE>

"(vi) Investments in Foamex International not to exceed
$2,500,000 in the aggregate to be used for the sole purpose of paying
non-recurring transaction costs incurred by Foamex International; provided that
such Investments shall be repaid in full in cash on or prior to July 31, 1999;".

2.3. Amendment to Article X. Article X of the Credit Agreement is hereby
amended by the following:

2.3.1 Amendment to Section 10.03 Section 10.03 of the Credit
Agreement is amended by modifying the minimum Fixed Charge Coverage
Ratio for the "Fourth Fiscal Quarter of 1998", the "First Fiscal Quarter
of 1999" and the "Second Fiscal Quarter of 1999" so that it is "1.05 :
1", "0.95 : 1" and "1.00 : 1", respectively.

2.3.2 Amendment to Section 10.04(a) Section 10.04(a) of the
Credit Agreement is amended by modifying the minimum EBDAIT level for
the "Four fiscal quarters ended December 31, 1998" so that it is
permanently waived.

2.3.3 Amendment to Section 10.04(b) Section 10.04(b) of the
Credit Agreement is amended by modifying the maximum Leverage Ratio for
the "Fourth Fiscal Quarter of 1998", the "First Fiscal Quarter of 1999"
and the "Second Fiscal Quarter of 1999" so that it is "4.00 : 1", "4.50
: 1" and "4.00 : 1", respectively.

SECTION 3. Conditions to Effectiveness. This Amendment shall become
effective on the date hereof (the "Effective Date"), provided, that the
following conditions precedent have been satisfied (unless waived by the
Requisite Lenders or unless the deadline for delivery has been extended by the
Administrative Agents):

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

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

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

(iii) No Legal Impediments. No law, regulation, order, judgment
or decree of any Governmental Authority shall, and neither
Administrative Agent shall have received any notice that litigation is
pending or threatened which is likely to, impose or result in the
imposition of a Material Adverse Effect.

-2-
<PAGE>

(iv) No Change in Condition. No change in the condition
(financial or otherwise), business, performance, properties, assets,
operations or prospects of the Borrower or any of its Subsidiaries and
its subsidiaries shall have occurred since December 29, 1997, which
change, in the judgment of the Lenders, will have or is reasonably
likely to have a Material Adverse Effect.

(v) No Default. After giving effect to this Amendment, no Event
of Default or Potential Event of Default shall have occurred.

(vi) Representations and Warranties. All of the representations
and warranties contained in Section 6.01 of the Credit Agreement and in
any of the other Loan Documents shall be true and correct in all
material respects on and as of the Effective Date.

SECTION 4. Representations and Warranties. The Borrower hereby
represents and warrants to the Lenders party hereto that (i) the execution,
delivery and performance of this Amendment by the Borrower are within the
Borrower=s corporate powers and have been duly authorized by all necessary
corporate action, and (ii) this Amendment constitutes the legal, valid and
binding obligation of the Borrower, enforceable against the Borrower, in
accordance with its terms, except as such enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or other laws relating to or
limiting creditors= rights generally or by equitable principles generally.

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

5.1. Upon the effectiveness of this Amendment, on and after the date
hereof each reference in the Credit Agreement to "this Agreement", "hereunder",
"hereof", "herein" or words of like import, and each reference in the other Loan
Documents to the Credit Agreement, shall mean and be a reference to the Credit
Agreement as amended hereby.

5.2. Except as specifically amended above, all of the terms of the
Credit Agreement and all other Loan Documents shall remain unchanged and in full
force and effect.

5.3. The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of any Lender or the Administrative Agents under the Credit
Agreement or any of the Loan Documents, nor constitute a waiver of any provision
of the Credit Agreement or any of the Loan Documents.

5.4. As of the Effective Date of, and after giving effect to, this
Amendment, the Borrower is in compliance in all material respects with all
applicable terms, conditions and covenants of the Credit Agreement and other
Loan Documents.

SECTION 7. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK (WITHOUT REGARD TO NEW YORK CONFLICT OF LAWS PRINCIPLES).

-3-
<PAGE>

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

SECTION 9. Headings. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment or be given any substantive effect.

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

-4-
<PAGE>

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

FOAMEX CARPET CUSHION, INC.

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

-5-
<PAGE>

FOAMEX INTERNATIONAL INC.,
individually and as a guarantor

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

-6-
<PAGE>

CITIBANK, N.A. as Issuing Bank

By /s/ Shapleigh B. Smith
-----------------------------
Name: Shapleigh B. Smith
Title: Vice President

-7-
<PAGE>

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

By /s/ Shapleigh B. Smith
-----------------------------
Name: Shapleigh B. Smith
Title: Vice President

-8-
<PAGE>

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

By /s/ B. S. Allen
-----------------------------
Name: B. S. Allen
Title: Senior Relationship Manager

-9-

EXECUTION COPY

AMENDMENT TO PROMISSORY NOTE

This AMENDMENT TO PROMISSORY NOTE dated as of March 15, 1999 (the
"Amendment"), amends in certain respects the Promissory Note dated as of
February 27, 1998 (as amended, amended and restated, supplemented or otherwise
modified from time to time, the "Promissory Note"), made by Foamex Carpet
Cushion, Inc. ("New GFI" or the "Promissor"), in favor of Foam Funding LLC
(f/k/a Trace Foam LLC, the "Promisee").

W I T N E S S E T H:

WHEREAS, the Promisee has heretofore pledged the Promissory Note in
favor of Citicorp USA, Inc., as Collateral Agent under the Credit Agreement
dated as of February 27, 1998 (as amended, amended and restated, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among the
Promisee, the institutions from time to time party thereto as Lenders, the
institutions from time to time party thereto as Issuing Banks, Citicorp USA,
Inc., as collateral agent (the "Collateral Agent") and The Bank of Nova Scotia,
as funding agent (together with the Collateral Agent, the "Administrative
Agents").

WHEREAS, each of the Promissor and the Promisee (which has executed this
Promissory Note) has requested of the Collateral Agent, and the the Collateral
Agent has agreed, to amend the Promissory Note as set forth herein.

NOW, THEREFORE, in consideration of the above recitals, the Promissor,
the Promisee and the Collateral Agent agree as follows:

SECTION 1. Defined Terms. Terms used herein and not otherwise defined
herein have the meanings given such terms in the Promissory Note or the Credit
Agreement, as the case may be. References herein to "Transaction Document" and
"Transaction Documents" shall have the meanings provided in both of the
Promissory Note and the Credit Agreement.

SECTION 2. Amendments to the Promissory Note. The Promissory Note is
hereby amended as follows:

2.1. Amendment to Section 1.01. Section 1.01 of the Promissory Note is
hereby amended by the following:

2.1.1 Amendment to the definition of EBDAIT. The definition of
EBDAIT is hereby amended and restated in its entirety as follows:

"'EBDAIT' means, for any period, (a) the sum of the amounts for
such period of (i) Net Income plus (ii) depreciation, amortization expense and
other non-cash charges plus (iii) Interest Expense plus (iv) Federal, state,
foreign and local income taxes provided for by the Promissor plus (v)
non-recurring costs in an amount not to exceed $2,600,000 incurred during the
First Fiscal Quarter of 1999; minus (b)(i) extraordinary gains (or plus
extraordinary losses) from asset sales calculated pursuant to GAAP for such
period to the extent such gains or losses were included in the calculation of
Net Income plus (ii) interest or investment income."

-1-
<PAGE>

2.2. Amendment to Section 8.04. Section 8.04 of the Promissory Note is
hereby amended by (i) deleting the word "and" located at the end of clause
"(iv)", (ii) deleting the "." at the end of clause "(v)" and inserting "; and"
in lieu thereof and (iii) adding a new clause "(vi)" as follows:

2.3. Amendment to Article IX. Article IX of the Promissory Note is
hereby amended by the following:

2.3.1 Amendment to Section 9.03 Section 9.03 of the Promissory
Note is amended by modifying the minimum Fixed Charge Coverage Ratio for
the "Fourth Fiscal Quarter of 1998", the "First Fiscal Quarter of 1999"
and the "Second Fiscal Quarter of 1999" so that it is "1.05 : 1", "0.95
: 1" and "1.00 : 1", respectively.

2.3.2 Amendment to Section 9.04(a) Section 9.04(a) of the
Promissory Note is amended by modifying the minimum EBDAIT level for the
"Four fiscal quarters ended December 31, 1998" so that it is permanently
waived.

2.3.3 Amendment to Section 9.04(b) Section 9.04(b) of the
Promissory Note is amended by modifying the maximum Leverage Ratio for
the "Fourth Fiscal Quarter of 1998", the "First Fiscal Quarter of 1999"
and the "Second Fiscal Quarter of 1999" so that it is "4.00 : 1", "4.50
: 1" and "4.00 : 1", respectively.

SECTION 3. Conditions to Effectiveness. This Amendment shall become
effective on the date hereof (the "Effective Date"), provided, that the
following conditions precedent have been satisfied (unless waived by the
Collateral Agent or unless the deadline for delivery has been extended by the
Collateral Agent):

(i) Documents. The Collateral Agent shall have received on or
before the Effective Date all of the following in form and substance
satisfactory to the Collateral Agent:

(a) this Agreement duly executed and in form and substance
satisfactory to the Collateral Agent; and

(b) such additional documentation as the Collateral Agent
may reasonably request.

(ii) Consents. The Promissor shall have received all material
consents and authorizations required pursuant to any material
Contractual Obligation with any other Person and shall have obtained all
material consents and authorizations of, and effected all notices to and
filings with, any Governmental Authority, in each case, as may be
necessary to allow the Promissor to lawfully and without risk of
rescission, execute, deliver and perform, in all material respects, its
obligations under this Amendment and the Transaction Documents to which
it is, or is to be, a party and each

-2-
<PAGE>

other agreement or instrument to be executed and delivered by it
pursuant thereto or in connection therewith.

(iv) No Change in Condition. No change in the condition
(financial or otherwise), business, performance, properties, assets,
operations or prospects of the Promissor or any of its Subsidiaries and
its subsidiaries shall have occurred since December 29, 1997, which
change, in the judgment of the Administrative Agents, will have or is
reasonably likely to have a Material Adverse Effect.

(v) No Default. After giving effect to this Amendment, no Event
of Default or Potential Event of Default shall have occurred.

(vi) Representations and Warranties. All of the representations
and warranties contained in Section 5.01 of the Promissory Note and in
any of the Transaction Documents shall be true and correct in all
material respects on and as of the Effective Date.

SECTION 4. Representations and Warranties. The Promissor hereby
represents and warrants to the Collateral Agent that (i) the execution, delivery
and performance of this Amendment by the Promissor are within the Promissor=s
corporate powers and have been duly authorized by all necessary corporate
action, and (ii) this Amendment constitutes the legal, valid and binding
obligation of the Promissor, enforceable against the Promissor, in accordance
with its terms, except as such enforcement may be limited by bankruptcy,
insolvency, reorganization, moratorium or other laws relating to or limiting
creditors= rights generally or by equitable principles generally.

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

5.1. Upon the effectiveness of this Amendment, on and after the date
hereof each reference in the Promissory Note to "this Note", "this Agreement",
"hereunder", "hereof", "herein" or words of like import, and each reference in
any Transaction Documents, shall mean and be a reference to the Promissory Note
as amended hereby.

5.2. Except as specifically amended above, all of the terms of the
Promissory Note and all Transaction Documents shall remain unchanged and in full
force and effect.

5.3. The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of the Collateral Agent or Administrative Agents, as the case
may be, under the Promissory Note or any Transaction Document, nor constitute a
waiver of any provision of the Promissory Note or any Transaction Document.

5.4. As of the Effective Date, after giving effect to this Amendment,
the Promissor is in compliance in all material respects with all applicable
terms, conditions and covenants of the Promissory Note and all Transaction
Documents.

-3-
<PAGE>

SECTION 8. Headings. Section headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment or be given any substantive effect.

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

-4-
<PAGE>

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

FOAMEX CARPET CUSHION, INC.

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

-5-
<PAGE>

FOAM FUNDING LLC (f/k/a Trace Foam LLC)

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

-6-
<PAGE>

CITICORP USA, INC., as Collateral Agent

By /s/ Claudia Slacik
-----------------------------
Name: Claudia Slacik
Title: Vice President

-7-

[GRAPHIC OMITTED]

Press Release Contact: David E. Bright
212 230-0488
---------------------
FOR IMMEDIATE RELEASE
FOAMEX INTERNATIONAL NAMES NEW CHIEF EXECUTIVE OFFICER
----------------------

John G. Johnson, Jr., Former Safety-Kleen President and CEO and
Former ARCO Chemical Americas President, Appointed President and Chief
Executive Officer, Succeeding Andrea Farace
---------------------

LINWOOD PENNSYLVANIA, March 16, 1999 -- The Board of Directors of Foamex
International Inc. (Nasdaq: FMXI) today named John G. Johnson, Jr., 58,
President, Chief Executive Officer and a Director effective immediatly,
succeeding Andrea Farace.

Mr. Johnson, who will be responsible for all of the Company's operations,
succeeds Mr. Farace, who has resigned as Chairman and Chief Executive Officer, a
position he has held since May 1997, to pursue other oppurtunities. Mr. Farace
has also resigned as Director. The Board of Directors said that it appreciates
Mr. Farace's many contributions to Foamex, including his role in the 1997
acquisition of Crain Industries Inc.

Mr. Johnson said "I am enthusiastic about the oppurtunity to lead the next
phase of Foamex's growth, one focused on building shareholder value through
consistent operating performance. My personal goal as CEO will be to motivate
everyone to contribute to restoring the ongoing profitability of the Company.

Mr. Johnson noted that Foamex has a strong position in the polyurethane
foam industry and that he looks forward to bringing his experience in the
specialty chemicals and polyurethane industries to the Company.

Mr. Farace said, "The recently implemented actions and planned initiatives
provide a framework for improvement in 1999. Now that the Company is positioned
for a turnaround, I am pleased to turn the leadership over to Jack Johnson, who
brings diverse industrial and operational experience to Foamex."

Mr. Johnson joined Safety-Kleen, a $1 billion, NYSE listed recycling and
waste services company, in 1993 as President, Chief Operating Officer and a
Director. He served as the Company's President and Chief Executive Officer from
1995 to 1997. At Safety-Kleen, he is credited with the reorginization of under
performing business units and the introduction of new product technologies,
which accelerated the earnings growth of the Company to record levels. Laidlaw,
Inc. purchased Safety-Kleen in 1998. Mr. Johnson began his career with the
Atlantic Richfield Company in 1958. From 1982 to 1992 he held several executive
positions with the ARCO Chemical Company, culminating with his appointment as
President, ARCO Chemical Americas in 1987. Mr. Johnson also served as a Senior
Vice President and Director of ARCO Chemical.

The Board also named Marshall S. Cogan Chairman. Mr. Cogan served
previously as Vice Chairman; he will continue to serve as a Director and
Chairman of the Executive Committee of the Board. Mr. Cogan served as the
Company's chairman and chief Executive Officer from 1994 to 1997.

Foamex. headquartered in Linwood, PA, manufactures and markets flexible
polyurethane and advanced polymer foam products in North America.

For more information about Foamex, visit its web site at http:\\www.
foamex.com.

[GRAPHIC OMITTED]

Press Release Contact: John Feenan David E. Bright
610 859-3081 212 230-0488

FOR IMMEDIATE RELEASE

FOAMEX PROVIDES PRELIMINARY 1998 RESULTS;
BOARD NAMES NEW CHIEF EXECUTIVE OFFICER AND HIRES JP MORGAN TO
ASSIST WITH STRATEGIC REVIEW

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

Preliminary 1998 Results Include a Net Loss of $34.6 Million or
Loss Per Share of $1.37 on a Diluted Basis for the Quarter;
Actions Implemented to Improve Profitability

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

John G. Johnson, Jr., Former Safety-Kleen President and CEO and
ARCO Chemical Americas President,
Appointed President and Chief Executive Officer

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

JP Morgan Securities Appointed Special Advisors to Explore
Strategic Alternatives to Maximize Shareholder Value

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

LINWOOD, PENNSYLVANIA, March 16, 1999 - Foamex International Inc.
(Nasdaq: FMXI) today announced preliminary results for the fourth quarter and
year-ended December 31, 1998 and stated that it has appointed JP Morgan to
explore strategic alternatives to maximize shareholder value. The Company said
that it is also continuing the engagement of Ramius Securities LLC as a
financial advisor.
Separately, the Company announced that its Board of Directors named
John G. Johnson, 58, President and Chief Executive Officer, effective
immediately. Mr. Johnson is the former President and CEO of Safety-Kleen; he
previously had served as President of ARCO Chemical Americas.

Preliminary Fourth Quarter 1998 Results

Final fourth quarter results are expected to be announced by the end of
March. Providing preliminary fourth quarter results, the Company said that
fourth quarter 1998 net sales are estimated to have increased 33.6% to an
estimated $305.4 million during the quarter from $228.7 million in the prior
year period. The increase in net sales is principally due to the sales of the
former Crain Industries Inc., which was acquired by the Company in December
1997. The Company added that gross profit margins for the fourth quarter 1998
are estimated at 2.7% versus a gross profit margin of 7.8% in the prior year
period. This estimated decrease reflects unanticipated costs associated with the
complex integration of the Crain acquisition and inefficiencies associated with
the start-up of certain operations and new contracts awarded to the Company.
The Company expects to record a net loss of $34.6 million or a loss per
share of $1.37 on a diluted basis during the quarter, which includes pre-tax
restructuring and other charges of $5.3 million, as well as costs of $5.6
million associated with the proposed merger with Trace International Holdings in
1998, which was not consummated, versus a net loss of $23.9 million or a loss
per share of $0.96 on a diluted basis in the prior year period, which included
pre-tax restructuring and other charges of $21.1 million. The Company stated
that all fourth quarter figures are preliminary and unaudited, and that final
results may differ.
The Company said that the fourth quarter 1998 results were negatively
impacted by a number of factors, including:
o The complex integration of the Foamex and Crain businesses, including
inventory adjustments for facilities affected by the consolidation of
manufacturing and/or distribution facilities;
o Operating losses and inefficiencies resulting from fires at its Orlando, FL
and Cornelius, NC plants;
o Disappointing profitability relating to the sales of juvenile and other
consumer products sold through mass merchandisers and discount stores;
o Start-up costs and inefficiencies associated with new automotive laminatio
contracts at the Mexican border facilities; and
o Competitive pricing pressures due to market share challenges from
competitors for its foam and automotive products.
Fourth quarter 1998 selling, general and administrative expenses are
expected to decrease as a percentage of net sales as compared to the prior year
period. This is the result of the reduction of personnel for the two
organizations, offset by additional professional and consulting costs and other
administrative overhead resulting from the acquisition of Crain.
The Company added that the factors that impacted its fourth quarter 1998
performance have been or are being addressed to reduce any impact during 1999.
It reaffirmed its commitment to the consolidation process and stated that it had
implemented the following actions to improve the profitability of its business:
o Cost Containment. The Company has implemented a plan, which includes workforce
reductions, designed to eliminate over $15.0 million of selling, general
and administrative expenses and other overhead costs for 1999. The Company
noted that it expects to incur an estimated pre-tax charge of $2.0 million
in the first quarter of 1999 in connection with employee severance costs.
o Plant Consolidation and Manufacturing Process Improvements. To date, the
Company has implemented operational changes and consolidation activities
relating to the combination of Foamex and Crain at 19 sites and is
evaluating the disposition of additional facilities. In addition, the
Company has initiated programs to reduce manufacturing costs as well as
implemented consolidations and other programs to reduce handling and freight
costs.
o Organizational Realignment. The Company has reorganized its foam products
operations into three autonomous geographic regions designed to be more
responsive to customers and market conditions. In addition, it has
streamlined and combined its research and manufacturing technology groups
into one organization.
The Company said that as a result of the actions to improve the
profitability of its business, it has met its profit plan objective for January
1999 and expects to exceed January's performance in February.

Preliminary 1998 Results

For the year ended December 31, 1998, net sales are estimated to have
increased to $1,250.4 million from $931.1 million for the comparable 1997
period, a 34.3% increase. Gross profit margins are expected to decrease to 13.8%
from 15.4% in the prior year period.

The Company expects to record a net loss for the year-end period 1998 of
$10.2 million versus a net loss of $42.3 million for the comparable 1997 period.
The diluted loss per share is expected to be $0.41 for the year versus a diluted
loss of $1.65 per share for the comparable 1997 period. The Company stated that
full year 1998 figures are preliminary and unaudited, and that final results may
differ. During the year-end period ended December 31, 1997, net income included
an extraordinary loss on early extinguishment of debt of approximately $44.5
million.
* * *
The Company added that it has amended its credit agreements, including
its financial covenants, to reduce certain financial requirements. As a result,
the interest rate under the credit agreement was increased.
This press release contains forward-looking information, and actual
results may materially vary from those expressed or implied herein. Factors that
could affect these results include those mentioned in the Company's Form
10-K/A-2 filed with the Securities and Exchange Commission.
Foamex, headquartered in Linwood, PA, manufactures and markets flexible
polyurethane and advanced polymer foam products in North America.
For more information about Foamex, visit its web site at
http:\\www.foamex.com.

<PAGE>

Foamex International Inc. and Subsidiaries

Preliminary Consolidated Statement of Operations (unaudited)
($ Thousands)
<TABLE>
<CAPTION>

Fiscal Year
4th Quarter Comparative Comparative
------------------------------ -----------------------
1998(a) 1997 1998(a) 1997(b)
------------------------------------------------------
<S> <C> <C> <C> <C>
Net Sales $ 305,417 $ 228,654 $ 1,250,396 $ 931,095
Gross Profit 8,267 17,723 173,125 143,339
Selling, General & Administrative Expenses 21,575 19,286 84,633 67,139
Restructuring and Other Charges 5,276 21,100 5,276 21,100
--------- --------- ----------- ---------
Income (Loss) from Operations (18,584) (22,663) 83,216 55,100
Interest and Debt Issuance Expense 19,335 11,048 73,295 50,570
Other Income (Expense) (10,654) 716 (14,599) 2,126
--------- --------- ----------- ---------
Income (Loss) from Continuing Operations
Before Income Taxes (48,573) (32,995) (4,678) 6,656
Provision (Benefit) for Income Taxes (13,956) (13,005) 3,600 2,525
--------- --------- ----------- ---------
Income (Loss) from Continuing Operations (34,617) (19,990) (8,278) 4,131
Loss from Discontinued Operations - (1,994) - (1,994)
Extraordinary Loss on Early Extinguishment of
Debt, Net of Income Taxes - (1,883) (1,917) (44,482)
========= ========= =========== =========
Net Income (Loss) $ (34,617) $ (23,867) $ (10,195) $ (42,345)
==========================================================================================================
Diluted Earnings (Loss) Per Share $ (1.37) $ (0.96) $ (0.41) $ (1.65)
========= =========== ============ =========
EBDAIT (c) $ (3,522) $ 4,075 $ 124,964 $ 98,247

a) 1998 preliminary results reflect a change in the Company's fiscal year to
a calendar year and include the post-acquisition results of Crain
Industries, Inc., which was acquired in December 1997. Actual results
may differ.

b) Does not include results of Crain Industries, Inc., which was acquired in
December 1997; includes results of the Dalton facility, prior to its sale
in October 1997.

c) EBDAIT consists of earnings before depreciation, amortization, interest,
income taxes and other non-cash or non-recurring expenses. EBDAIT is not
intended to represent cash flow for the period.

</TABLE>