SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF FOAMEX L.P

SIXTH AMENDMENT TO FOURTH AMENDED AND RESTATED AGREEMENT

OF LIMITED PARTNERSHIP OF FOAMEX L.P.

Dated as of December 28, 2006

By and between

FMXI, Inc.

and

FOAMEX INTERNATIONAL INC.

SIXTH AMENDMENT TO FOURTH AMENDED AND

RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF FOAMEX L.P.

THIS SIXTH AMENDMENT (the “Amendment”) is made as of December 28, 2006, by and between FMXI, Inc., Delaware corporation (“the “GP”), and Foamex International Inc., a Delaware corporation (“FII”), and amends the Fourth Amended and Restated Agreement of Limited Partnership of Foamex L.P., dated as of December 14, 1993, as amended on June 28, 1994, June 12, 1997, December 23, 1997, February 27, 1998 and March 25, 2002 (the “Fourth Partnership Agreement”). Capitalized terms used but not otherwise defined he