AMENDMENT NO. 2 TO THE ASSET PURCHASE AGREEMENT

AMENDMENT NO. 2 TO THE ASSET PURCHASE AGREEMENT

THIS AMENDMENT No. 2 TO THE ASSET PURCHASE AGREEMENT (this " Amendment ") is made as of May 26, 2009 by and among MP Foam DIP LLC, a Delaware limited liability company(" Purchaser "), and Foamex International Inc., a Delaware corporation (" Foamex Inc. "), Foamex L.P., a Delaware limited partnership (" Foamex "), FMXI, LLC, a Delaware limited liability company (" FMXI "), Foamex Latin America, Inc., a Delaware corporation (" Foamex Latin America "), Foamex Asia, Inc., a Delaware corporation (" Foamex Asia "), Foamex Carpet Cushion LLC, a Delaware limited liability company (" Foamex Carpet "), Foamex Mexico, Inc., a Delawarecorporation (" Foamex Mexico ") and Foamex Canada Inc., a Canadian corporation (" Foamex Canada ", and, together with Foamex Inc., Foamex, FMXI, Foamex Latin America, Foamex Asia, Foamex Carpet and Foamex Mexico, " Sellers ").

W I T N E S S E T H :

WHEREAS, Purchaser and Sellers have entered into that certain Asset Purchase Agreement, dated as of March 25, 2009, relating to the purchase and sale of certain assets of Sellers, amended on April 30, 2009 (the " Purchase Agreement ");

WHEREAS, on May 20, 2009, Purchaser entered into that certain Settlement with Second Lien and Unsecured Creditors by and among, Purchaser, Law Debenture Trust Company of New York, as administrative agent under the Second Lien Credit Agreement, and the Official Committee of Unsecured Creditors of Foamex International, Inc. et al., which is attached hereto as Exhibit G (the " Global Settlement ").

WHEREAS, on May 21, 2009 an auction was concluded pursuant to the Bidding Procedures and the Approval Order entered by the Bankruptcy Court (the " Auction ");

WHEREAS, at the conclusion of the Auction a proposal to effect the Sale pursuant to (i) a credit bid by The Bank of New York Mellon, as administrative and collateral agent, on behalf of the First Lien Term Lenders, under that certain First Lien Term Credit Agreement, entered into as of February 12, 2007, among the Sellers, the lenders party thereto and the administrative agent and collateral agent (as previously amended, modified or revised, the " First Lien Credit Agreement "), pursuant to an instruction letter annexed hereto as Exhibit H (the " Bid Direction Letter ") given by parties constituting the Required Lenders (as defined in the First Lien Credit Agreement), consisting of certain Affiliates of Purchaser, together with (ii) certain modified terms of the Agreement proposed by Purchaser as specifically set forth herein, was declared the winning bid;

WHEREAS, the parties hereto wish to amend certain terms of the Purchase Agreement to reflect the outcome of the Auction, as set forth herein; and

WHEREAS, all capitalized terms not otherwise defined herein shall have such meanings as ascribed to them in the Purchase Agreement;

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

(a)       Section 1.1 of the Purchase Agreement shall be amended to add the following definitions in appropriate alphabetical order:

" Agent " shall mean The Bank of New York Mellon, as administrative and collateral agent, under the First Lien Credit Agreement.

" Agent Fees " has the meaning set forth in Section 7.15(e) .

" Bid Direction Letter " has the meaning set forth in the Recitals to this Amendment.

" Cashout Election " has the meaning set forth in Section 7.15(b) .

" Cashout Price " means the Estimated Cashout Price or the Final Cashout Price, as the case may be.

" Distribution Agent " has the meaning set forth in Section 7.15(b) .

" Distribution Agreement " has the meaning set forth in Section 7.15(c) .

" Equity Election " has the meaning set forth in Section 7.15(b) .

" Estimated Cashout Price " has the meaning set forth in Section 7.15(f) .

" Final Cashout Price " has the meaning set forth in Section 7.15(g) .

" First Lien Credit Agreement " has the meaning set forth in the Recitals to this Amendment.

" First Lien Term Lenders " means the lenders under the First Lien Credit Agreement.

" Global Settlement " has the meaning set forth in the Recitals to this Amendment.

" Pro Rata Share " has the meaning set forth in the First Lien Credit Agreement.

" PBGC Settlement " means a settlement among the Sellers, the Purchased Subsidiaries and the PBGC with a settlement payment to the PBGC of no greater than $1,600,000 and otherwise in form and substance substantially similar to Exhibit E attached hereto.

" Purchaser Equity Securities " has the meaning set forth in Section 7.15(b) .

" Purchaser's FSAs " has the meaning set forth in Section 7.7(p) .

" Required Lenders " has the meaning set forth in the First Lien Credit Agreement.

" Sellers' FSAs " has the meaning set forth in Section 2.1(t) ."

(b)       The following definitions contained in Section 1.1 of the Purchase Agreement shall be amended and restated in their entirety as follows:

" Accounting Firm " has the meaning set forth in Section 7.15(i)(ii) .

" Closing Statement " has the meaning set forth in Section 7.15(i) .

" Estimated Working Capital " has the meaning set forth in Section 7.15(h) .

" Final Working Capital " has the meaning set forth in Section 7.15(i) .

" Mexican GAAP " means the applicable generally accepted accounting principles or Norms of Financial Information in force in Mexico.

" Mexican Taxes " means the applicable provisions of the Income Tax Law (Ley del Impuesto Sobre la Renta), the Value Added Tax Law (Ley del Impuesto al Valor Agregado) and any other applicable tax law in force in Mexico, including, without limitation, income Taxes, flat Taxes, profit sharing Taxes, and Taxes assessed as a result of net operating loss, asset Tax or CUFIN recapture.

" Notice of Disagreement " has the meaning set forth in Section 7.15(i)(i) .

" Purchase Price " has the meaning set forth in Section 3.3 .

" Unencumbered Assets Amount " has the meaning set forth in Section 3.3 .

(c)       Section 1.1 of the Purchase Agreement shall be amended to delete the following definitions: " Closing Escrow Agreement ", " Escrow Amount ", " Estimated Cash Purchase Price ", " Final Cash Purchase Price ", " Initial Purchase Price " " Mexican APA ", " Mexican Assets " and " Mexican Services Agreement ".

(d)       The definition of " Tax Amount " set forth in Section 1.1 of the Purchase Agreement shall be amended to delete the following phrase "the Mexican Assets or".

(e)       Section 1.6(c) of the Purchase Agreement shall be amended and restated in its entirety as follows:

"(c)       [reserved]."

(a)       Section 2.1 of the Purchase Agreement shall be amended by deleting the phrase "subject to the mutual agreement of the Sellers and Purchasers in accordance with Section 7.10" from subsection (n) thereof.

(b)       Section 2.1 of the Purchase Agreement shall be amended by deleting the second "and" in subsection (r) thereof.

(c)       Section 2.1 of the Purchase Agreement shall be amended by deleting the "." at the end of such section and replacing it with "; and" in subsection (s) thereof.

(d)       Section 2.1 of the Purchase Agreement shall be amended to add the following:

"(t)       any Avoidance Actions; and

(u)       cash from the Sellers' flexible spending accounts for medical or dependent care expenses under a plan pursuant to Section 125 and Section 129 of the Code (the " Sellers' FSAs "), equal to the difference of (i) the total contributions made to the Sellers' FSAs attributable to Transferred Employees in respect of the plan year in which the Closing occurs, less (ii) an amount equal to the total claims already paid to or on behalf of such Transferred Employees in respect of such plan year; provided , however , that the Sellers' FSAs shall not constitute Purchased Assets or Transferred Benefit Plans."

(e)       Section 2.2(j) of the Purchase Agreement shall be amended by deleting the phrase "or Mexican Assets" and substituting therefore the phrase "(or their respective assets)".

(f)        Sections 2.2(k) and (l) of the Purchase Agreement shall be amended and restated in its entirety as follows:

"(k)        [reserved].

(l)          [reserved]."

(a)       Section 3.2 of the Purchase Agreement shall be shall be amended and restated in its entirety as follows:

"Section 3.2          [reserved]."

(b)       Section 3.3 of the Purchase Agreement shall be amended and restated in its entirety as follows:

"On the terms and subject to the conditions hereof, at the Closing, Purchaser shall (i) cause its Affiliates (or others with which it has contractual rights) who are Required Lenders under the Credit Agreement to direct the Agent

to credit the amount of principal due under the loans due under the First Lien Credit Agreement by $155,000,000 pursuant to the credit bid of such amount, by the Agent on behalf of the First Lien Term Lenders, pursuant to the Bid Direction Letter (such portion of the Purchase Price, the " First Lien Credit Bid "); (ii) assign to Sellers the claims of Purchaser set forth in clause (i) of the definition of Purchaser DIP Claim pursuant to the DIP Claim Assignment Agreement; (iii) pay or cause to be paid to Sellers an amount to be specified by Sellers at least five (5) Business Days prior to the Closing Date for the Purchased Subsidiaries, Purchased Joint Ventures and other Purchased Assets that are not subject to the Liens securing the obligations under the First Lien Credit Agreement (such specified amount, the " Unencumbered Assets Amount "), by wire transfer of immediately available funds to an account designated by Sellers at least three (3) Business Days prior to the Closing Date; (iv) pay or cause to be paid to Sellers the amount equal to (x) the amount necessary to pay in full the then outstanding obligations of Sellers under the DIP Loan Agreement and the DIP Documents (as defined in the DIP Order), including the Letter of Credit Amount (if such amount is not zero as calculated pursuant to Section 7.14) , minus (y) the amount (which could be positive or negative) equal to the Purchaser DIP Claims, which amount in this clause (iv) shall be payable in part pursuant to the DIP Claim Assignment Agreement; (v) pay or cause to be paid the HL Fee Amount, the Seller Professional Fee Amount and the Wind-Down Amount in accordance with Section 3.9 ; and (vi) assume the Assumed Liabilities as provided in Section 2.3 , which were estimated as of March 25, 2009 to be $26,600,000 (the sum of (i)-(vi) above, the " Purchase Price "). For the avoidance of doubt, the amount of cash payable by Purchaser to Sellers pursuant to this Section 3.3 shall be reduced by the Deposit Amount by virtue of the credit received pursuant to Section 3.1 ."

(c)       Section 3.4 of the Purchase Agreement shall be shall be amended and restated in its entirety as follows:

"Section 3.4.      [reserved]."

(a)       Section 4.2(a)(ix) of the Purchase Agreement shall be amended and restated in its entirety as follows:

"(ix)       [reserved]."

(b)       Section 4.2(a)(xi) of the Purchase Agreement shall be amended and restated in its entirety as follows:

"(ix)       [reserved]."

(c)       Section 4.2(b)(i) of the Purchase Agreement shall be amended and restated in its entirety as follows:

"(i)      (x) cash in an amount necessary to pay the cash portion of the Purchase Price; (y) the DIP Claim Assignment Agreement, duly executed by an authorized officer of Purchaser; and (z) evidence, in form and substance reasonably satisfactory to Sellers, that the amount of principal due under the loans due under the First Lien Credit Agreement has been credited by $155,000,000;"

(d)       Section 4.2(b)(iv) of the Purchase Agreement shall be amended and restated in its entirety as follows:

"(iv)       [reserved]."

(e)       Sections 4.2(c) of the Purchase Agreement shall be amended and restated in its entirety as follows:

"(c)      In addition to the deliveries set forth in Section 4.2(b) , the Purchaser shall (i) pay the Estimated Cashout Price and deliver the Purchaser Equity Securities to the Distribution Agent in accordance with Section 7.15(b) and (ii) pay the HL Fee Amount, the Seller Professional Fee Amount and the Wind-Down Amount in accordance with Section 3.9."

(a)       Section 6.4 of the Purchase Agreement shall be amended and restated in its entirety as follows:

"Section 6.4     Financial Ability; Purchaser DIP Claim; First Lien Credit Agreement .

(a) The Purchaser has, and on the Closing Date will have, sufficient cash on