UNITED STATES

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): ~~February~~March 2425, 2009

FOAMEX INTERNATIONAL INC.

(Exact name of registrant as specified in charter)

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

Rose Tree Corporate Center II

1400 N. Providence Road, Suite 2000

Media, Pennsylvania 19063-2076

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:

(610) 744-2300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. – Entry into a Material Definitive Agreement.

OnAsset ~~February~~Purchase 18, 2009 (the “Filing Date”), Foamex International Inc. and certain of its subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief (the “Filings”) under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Court”). The Chapter 11 cases (the “Chapter 11 Cases”) are being jointly administered under the caption “In re Foamex International Inc., et al., Case No. 09-10560 (KJC).”Agreement

On March 25, 2009, Foamex International Inc. (the ~~Filing~~“Company”) ~~Date~~and its subsidiaries, Foamex L.P. (“Foamex“), FMXI, LLC (“FMXI”), Foamex Latin America, Inc. ("Foamex Latin America”), Foamex Asia, Inc. (“Foamex Asia”), Foamex Carpet Cushion LLC (“Foamex Carpet”), Foamex Mexico, Inc. (“Foamex Mexico”) and Foamex Canada Inc. (together with the ~~Debtors~~Company, ~~filed~~Foamex, aFoamex ~~motion~~Latin ~~seeking~~America, ~~Court~~Foamex ~~approval~~Asia, Foamex Carpet and Foamex Mexico, “Sellers”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with MP Foam DIP LLC (“Purchaser”), an affiliate of aMatlinPatterson ~~senior~~Global ~~secured~~Opportunities ~~superpriority~~Partners ~~debtor~~III, providing for the sale to Purchaser of substantially all of Sellers’ assets. Foamex and Purchaser are also parties to that certain Debtor-in-~~possession~~Possession Credit Agreement, dated as of February 24, 2009, pursuant to which Purchaser and Bank of America, N.A. have agreed to provide to Foamex a term loan and letter of credit facility in an aggregate principal amount not to exceed $95,000,000 (the “DIP Credit Agreement”). ~~among~~The ~~Foamex~~aggregate ~~L.P.~~purchase asprice ~~borrower,~~under the ~~other~~Purchase ~~Debtors~~Agreement is $105,000,000, aspayable ~~guarantors~~in a combination of (i) $78,400,000 in cash and Purchaser’s assignment to Sellers of the indebtedness ~~lenders~~to ~~party~~Purchaser ~~thereto,~~under the DIP Credit Agreement and ~~Bank~~(ii) by Purchaser’s assumption of ~~America,~~certain Nliabilities of Sellers with an estimated value of $26,600,000.A. In addition, the Purchaser would assume certain other liabilities as ~~administrative agent~~set forth in the Purchase Agreement.

OnThe ~~February~~Purchase ~~20,~~Agreement ~~2009,~~is subject to approval by the ~~Court~~United ~~granted~~States ~~interim~~Bankruptcy ~~approval~~Court offor the ~~DIP~~District ~~Credit~~of ~~Agreement~~Delaware (the “~~Interim~~Bankruptcy ~~Order~~Court”)., ~~Based~~in onwhich the ~~Court’s~~bankruptcy ~~interim~~cases ~~approval,~~of the ~~Debtors~~Company and the other ~~parties~~Sellers, tounder chapter 11 of the ~~DIP~~United ~~Credit~~States ~~Agreement~~Bankruptcy ~~executed~~Code (the ~~DIP~~“Bankruptcy ~~Credit~~Code”), ~~Agreement~~are ~~and~~being jointly administered as In re Foamex International Inc., et al., Case No. 09-10560 (KJC) (the ~~related~~"Bankruptcy ~~DIP~~Case"). ~~Security~~Purchaser entered into the Purchase Agreement as a “stalking horse” bidder, ~~each~~and ~~dated~~its aspurchase of ~~February~~Sellers’ ~~24,~~assets ~~2009,~~under the Purchase Agreement is subject to ~~final~~Sellers’ ~~approval~~solicitation byof ~~the~~higher ~~Court.~~or ~~Until~~otherwise ~~such~~better ~~final~~offers ~~approval is~~pursuant ~~obtained,~~to ~~loans~~specified ~~under~~bidding ~~the~~procedures ~~DIP~~and ~~Credit~~an ~~Agreement~~auction ~~may~~process ~~not~~to ~~exceed~~be ~~$20,000,000~~conducted under supervision of the Bankruptcy Court.

~~Borrowings~~Sellers ~~under~~may terminate the ~~DIP~~Purchase ~~Credit~~ Agreement ~~are subject~~ to apursue ~~borrowing~~an ~~base~~alternative transaction, ~~which~~including is a ~~formula~~reorganization ~~based~~under ~~on certain eligible receivables of~~ the ~~Debtors~~Bankruptcy Code, ~~minus~~and ~~certain~~upon ~~reserves. The use of~~ the ~~proceeds~~consummation of ~~the~~any ~~DIP~~such ~~Credit~~transaction ~~Agreement~~Sellers isare ~~limited~~obligated to ~~refinancing~~pay ~~the~~to ~~outstanding~~Purchaser a ~~obligations~~break-up ~~under~~fee ~~Foamex~~of ~~L.P.’s prepetition revolving credit agreement~~$2,000,000 asand ~~well~~reimburse asPurchaser for ~~working~~up ~~capital~~to ~~and~~$2,500,000 ~~other~~of ~~general~~Purchaser’s ~~corporate purposes~~transaction-related ~~consistent~~expenses. ~~with~~The ~~the~~closing ~~Cash~~under ~~Budget~~the Purchase ~~(as~~Agreement ~~defined~~is insubject ~~the~~to ~~DIP~~various ~~Credit Agreement)~~conditions, ~~and~~including ~~payment~~termination ofor ~~costs~~expiration ~~and~~of ~~expenses~~applicable ~~related~~waiting toperiods ~~the~~under ~~administration of~~ the ~~Chapter~~Hart-Scott-Rodino 11Antitrust ~~Cases.~~Improvements ~~The~~Act ~~DIP~~of ~~Credit~~1976, ~~Agreement~~Bankruptcy ~~will~~Court ~~mature,~~approval and ~~all~~the ~~amounts~~continued ~~owing~~accuracy ~~thereunder~~of ~~will~~the beSellers’ ~~due~~representations and ~~payable~~warranties inas ~~full at the earliest to occur~~ of: ~~(a) 120 days from~~ the ~~Filing~~closing ~~Date~~date, (subject to ~~extension~~certain toexceptions ~~180~~specified ~~days~~ in ~~certain~~the ~~limited~~Purchase ~~circumstances),~~Agreement. ~~(b)~~The 30Purchase ~~days~~Agreement ~~after~~may ~~approval~~be ofterminated prior to the ~~Interim~~closing ~~Order~~by ifeither ~~the~~Purchaser ~~DIP~~or ~~Credit~~Sellers ~~Agreement~~upon ~~has~~the ~~not~~occurrence ~~been~~of ~~approved~~specified byevents. In the ~~Court~~event onof a ~~final~~termination ~~basis~~under bycertain ~~such date~~circumstances, ~~(c)~~Sellers 60would ~~days~~be ~~following~~required ~~Court~~to ~~approval~~pay ofto ~~procedures for~~ the ~~sale~~Purchaser of the ~~Debtors’~~break-up ~~businesses,~~fee and/or ~~(d) upon~~expense ~~acceleration~~reimbursement ofor ~~maturity~~would bybe ~~the~~entitled ~~lenders~~to ~~following~~retain the ~~occurrence~~Purchaser’s ~~and~~$10,000,000 ~~during the continuation of an Event of Default (as defined in the DIP Credit Agreement)~~deposit.

~~Borrowings~~The ~~under~~foregoing ~~the~~description ~~DIP~~of ~~Credit~~the Purchase Agreement ~~bear~~does ~~interest~~not aspurport ~~a rate equal~~ to ~~14% per annum, which interest will~~ be ~~“paid~~complete ~~in kind” by being capitalized~~ and ~~added~~is toqualified ~~the~~in ~~principal~~its ~~amount~~entirety ~~outstanding~~by ~~under~~reference ~~the DIP Credit Agreement. In addition, the Debtors are obligated~~ to ~~pay certain fees in connection with~~ the ~~DIP~~Purchase ~~Credit~~ Agreement, ~~including~~ a ~~facility~~copy ~~fee and, in certain circumstances, a make-whole fee equal to, in each case, 3%~~ of ~~the~~which ~~maximum~~is ~~amount~~filed ofas ~~the~~Exhibit ~~credit~~2.1 ~~facility provided for under the DIP Credit Agreement and, with respect~~ to ~~letters~~this ~~of credit, a fee equal to the 4~~report.~~00% per annum on the undrawn amount of such letters of credit.~~

~~All~~Amendment ~~obligations under the DIP Credit Agreement are unconditionally guaranteed by the Debtors (other than Foamex L.P., as borrower). In addition, pursuant~~ to ~~the~~Debtor-in-Possession ~~Interim Order and the DIP Security Agreement, all obligations of the Debtors under the DIP~~ Credit Agreement are secured by security interests in the Debtors’ accounts receivable and the proceeds thereof, including certain deposit accounts holding collections on the Debtors’ accounts receivables. Such security interests are prior to all other liens on such collateral, with certain limited exceptions.

~~The~~On ~~DIP~~March ~~Credit~~24, ~~Agreement~~2009, ~~also~~in ~~contains~~connection ~~(a)~~with ~~representations~~the Purchase Agreement, Foamex, Purchaser and ~~warranties~~Bank of America, ~~(b)~~N.A. ~~conditions~~entered into Amendment No. 1 to ~~lending,~~Debtor-in-Possession Credit Agreement (cthe “DIP Amendment”). ~~affirmative~~The ~~and~~DIP ~~negative~~Amendment ~~covenants~~preserves ~~and~~the ~~(d)~~original ~~events~~maturity ofdate ~~default~~contemplated by the DIP Credit Agreement which, inwithout ~~each~~such ~~case~~amendment, ~~customary~~would ~~for~~have ~~facilities~~been ofaffected ~~this~~by ~~type~~the ~~and~~entry ~~nature~~into ~~and~~the Purchase asAgreement ~~otherwise~~on ~~agreed~~a todate later than what was contemplated by the ~~Debtors~~DIP ~~and~~Credit Agreement. As amended by the ~~lenders.~~DIP ~~Such~~Amendment, ~~covenants~~the ~~include~~DIP ~~financial~~Credit ~~covenants~~Agreement will mature, and ~~mandatory~~all ~~prepayment~~amounts ~~provisions~~owing ~~pertaining~~thereunder will be due and payable in full at the earliest to ~~minimum~~occur ~~EBITDA~~of: (a) 120 days from the February 18, 2009, the date the Bankruptcy Case was commenced, (b) 30 days after approval of the interim order approving the DIP Credit Agreement if the DIP Credit Agreement has not been approved by the ~~minimum~~Bankruptcy ~~net~~Court ~~availability~~on a final basis by such date, ~~minimum~~(c) ~~over-collateralization~~60 ofdays ~~certain~~following ~~obligations~~Bankruptcy ~~pertaining~~Court toapproval ~~letters~~of procedures for the sale of ~~credit~~Sellers’ businesses, and ~~interest~~(d) upon ~~rate~~acceleration ~~swaps,~~of maturity by the lenders following the occurrence and ~~maximum~~during ~~capital~~the ~~expenditures~~continuation of an Event of Default (as defined in the DIP Credit Agreement).

The foregoing description of the DIP ~~Credit~~Amendment ~~Agreement and the DIP Security Agreement in this report~~ does not purport to be complete and is qualified in its entirety by reference to the DIP ~~Credit Agreement and the DIP Security Agreement~~Amendment, ~~copies~~a copy of which ~~are~~is ~~attached~~filed ~~hereto~~ as Exhibit 410.321 ~~and~~to ~~Exhibit~~this 4report.~~33, respectively, and incorporated by reference.~~

Item 92.0105. –Costs ~~Financial~~Associated ~~Statements~~with ~~and~~Exit ~~Exhibits~~or Disposal Activities.

~~(d)~~The ~~Exhibits~~disclosure in Item 1.01 of this report is incorporated herein by reference.

~~4.32~~On ~~Debtor-in-Possession~~March ~~Credit~~25, ~~Agreement~~2009, ~~dated~~the asCompany ofand ~~February~~the ~~24,~~other ~~2009,~~Sellers ~~among~~filed proposed ~~Foamex~~bid ~~L.P.,~~procedures asand ~~Borrower,~~a sale motion (the ~~affiliates~~“Bid ofProcedures ~~Borrower~~and ~~party~~Sale ~~thereto,~~Motion”) in the ~~lenders~~Bankruptcy ~~party~~Court ~~hereto,~~seeking ~~and~~authority ~~Bank~~to sell substantially all of ~~America,~~the ~~N.A.~~assets asof ~~Administrative~~the ~~Agent~~Company and the other Sellers through a court-approved sale process.

~~4.33~~The ~~Debtor-~~Company is currently unable in~~-Possession~~ ~~Security~~good ~~Agreement,~~faith ~~dated~~to asmake a determination of ~~February~~an ~~24,~~estimate ~~2009,~~of ~~among~~the ~~Foamex~~amount ~~L.P.,~~or asrange ~~Borrower,~~of amounts expected to be incurred in connection with the ~~affiliates~~asset ofsale ~~Borrower~~contemplated ~~party~~by ~~thereto,~~the Purchase Agreement or the ~~lenders~~sale ~~party~~process ~~hereto~~proposed in the Bid Procedures and Sale Motion, both with respect to each major type of cost associated with each of the foregoing and ~~Bank~~with respect to the total cost of ~~America~~each of the foregoing, ~~N.A.~~or asan ~~Administrative~~estimate ~~Agent~~of the amount or range of amounts that will result in future cash expenditures.

~~SIGNATURES~~Item 8.01. Other Events.

~~Pursuant~~On toMarch 25, 2009, the ~~requirements~~Company issued a press release announcing the signing of the ~~Securities~~Purchase ~~Exchange~~Agreement. ~~Act~~A copy of ~~1934,~~ the ~~Registrant~~Company’s ~~has~~press ~~duly~~release ~~caused~~is ~~this~~filed ~~report~~as toExhibit be99.1 ~~signed~~to onthis ~~its~~report ~~behalf~~and byis ~~the~~incorporated ~~undersigned~~herein ~~hereunto~~by ~~duly authorized~~reference.

~~Date:~~Item ~~March~~9.01. 2,Financial ~~2009~~Statements ~~FOAMEX~~and ~~INTERNATIONAL INC~~Exhibits.

~~By:~~Exhibit ~~/s/ John G~~No. ~~Johnson, Jr.~~Description

~~Name:~~2.1 ~~John~~Asset GPurchase Agreement, dated as of March 25, 2009, by and among Foamex International Inc., ~~Johnson~~Foamex L.P., JrFMXI, LLC, Foamex Latin America, Inc., Foamex Asia, Inc., Foamex Carpet Cushion LLC, Foamex Mexico, Inc. and Foamex Canada Inc., as sellers, and MP Foam DIP LLC, as purchaser.

~~Title:~~10.1 ~~Vice~~Amendment ~~President~~No. 1 to Debtor-in-Possession Credit Agreement, dated as of March 24, 2009, by and ~~Chief~~among ~~Executive~~Foamex ~~Officer~~L.P., MP Foam DIP LLC and Bank of America, N.A.

~~EXHIBIT~~99.1 ~~INDEX~~Press release, dated March 25, 2009.

~~Exhibit~~SIGNATURES

~~Number~~Pursuant ~~Description~~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.

~~4.32~~Date: ~~Debtor-in-Possession~~March ~~Credit Agreement~~30, ~~dated as of February 24,~~ 2009, ~~among~~FOAMEX ~~Foamex~~INTERNATIONAL LINC.~~P., as Borrower, the affiliates of Borrower party thereto, the lenders party hereto, and Bank of America, N.A. as Administrative Agent.~~

~~4.33~~By: ~~Debtor-in-Possession~~/s/ ~~Security~~John ~~Agreement, dated as of February 24, 2009, among Foamex L~~G.~~P.,~~ ~~as Borrower~~Johnson, ~~the affiliates of Borrower party thereto, the lenders party hereto, and Bank of America, N~~Jr. ~~as Administrative Agent.~~

Name:

John G. Johnson, Jr.

Title:

President and Chief Executive Officer

EXHIBIT INDEX

Exhibit

Number

Description

2.1

Asset Purchase Agreement, dated as of March 25, 2009, by and among Foamex International Inc., Foamex L.P., FMXI, LLC, Foamex Latin America, Inc., Foamex Asia, Inc., Foamex Carpet Cushion LLC, Foamex Mexico, Inc. and Foamex Canada Inc., as sellers, and MP Foam DIP LLC, as purchaser.

10.1

Amendment No. 1 to Debtor-in-Possession Credit Agreement, dated as of March 24, 2009, by and among Foamex L.P., MP Foam DIP LLC and Bank of America, N.A.

99.1

Press release, dated March 25, 2009.

Filing Compare · FOAMEX INTERNATIONAL INC.