<Page>

EXHIBIT 10.25

                                 THIRD AMENDMENT

                  This THIRD AMENDMENT (this "Amendment"), dated as of November
30, 2001, is entered into by and among Huntsman International LLC (f/k/a
Huntsman ICI Chemicals LLC), a Delaware limited liability company (the
"Borrower"), Huntsman International Holdings LLC (f/k/a Huntsman ICI Holdings
LLC), a Delaware limited liability company ("Holdings"), the undersigned
financial institutions, including Bankers Trust Company, in their capacities as
lenders hereunder (collectively, the "Lenders," and each individually, a
"Lender"), Bankers Trust Company, as Lead Arranger, Administrative Agent
("Administrative Agent") for the Lenders and Sole Book Manager, Goldman Sachs
Credit Partners L.P., as Syndication Agent and Co-Arranger and The Chase
Manhattan Bank and UBS Warburg LLC (as successor to Warburg Dillon Read), as
Co-Arrangers and as Co-Documentation Agents (collectively, the "Agents" and each
individually, an "Agent"). Terms used herein and not otherwise defined herein
shall have the same meanings as specified in the Credit Agreement (as defined
below).

                                    RECITALS:

         A. The Borrower, Holdings, the Lenders, the Agents and the
Administrative Agent have heretofore entered into that certain Credit Agreement
dated as of June 30, 1999, as amended by that certain First Amendment dated as
of December 21, 2000 and that certain Second Amendment dated as of March 5, 2001
(as amended, restated, supplemented or otherwise modified from time to time, the
"Credit Agreement").

         B. The Borrower and Holdings wish, and the Lenders signatory hereto and
the Agents and Administrative Agent are willing, to amend the Credit Agreement
subject to the terms and conditions of this Agreement.

         C. This Agreement constitutes a Loan Document and these Recitals
shall be construed as part of this Agreement.

            NOW, THEREFORE, in consideration of the recitals herein contained
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:

         SECTION 1.  Amendment of Credit Agreement.

                  The Credit Agreement is hereby amended as of September 30,
2001 as follows:

                  (a) Section 1.1 of the Credit Agreement is hereby amended by
adding the following definitions in their proper alphabetical order:

                  "Permitted Non-Recurring/Non-Operating Charges" means for any
period of four consecutive fiscal quarters which include the fourth


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quarter of Fiscal Year 2001, any non-recurring and non-operating charges
incurred in the fourth quarter of Fiscal Year 2001 prior to the Third
Amendment Effective Date in connection with abandoned transactions in an
amount not to exceed $7,000,000 for such fourth quarter of Fiscal Year 2001.

                  "Permitted Restructuring Charges" means for any period of four
consecutive fiscal quarters that includes the fourth quarter of Fiscal Year
2001, any actual restructuring charges recorded by the Borrower and its
Subsidiaries during such period in an aggregate amount for all such
restructuring charges not to exceed $40,000,000 in connection with the
restructuring of certain Affiliates of the Borrower and its Subsidiaries as
described on Schedule 1.1(d) hereto.

                  "Pro Forma Basis" means, (a) with respect to the preparation
of a pro forma financial statement for any purpose relating to an Acquisition or
for calculation of Consolidated EBITDA, a pro forma on the basis that (i) any
Indebtedness incurred or assumed in connection with such Acquisition was
incurred or assumed on the first day of the applicable period, (ii) if such
Indebtedness bears a floating interest rate, such interest shall be paid over
the pro forma period at the rate in effect on the date of such Acquisition, and
(iii) all income and expense associated with the assets or entity acquired in
connection with such Acquisition for the most recently ended four fiscal quarter
period for which such income and expense amounts are available shall be treated
as being earned or incurred by Borrower over the applicable period on a pro
forma basis without giving effect to any cost savings, and (b) with respect to
the preparation of a pro forma financial statement for any purpose relating to
an Asset Disposition or for calculation of Consolidated EBITDA, a pro forma on
the basis that (i) any Indebtedness prepaid out of the proceeds of such Asset
Disposition shall be deemed to have been prepaid as of the first day of the
applicable period, and (ii) all income and expense (other than such expenses as
the Borrower, in good faith, estimates will not be reduced or eliminated as a
consequence of such Asset Disposition) associated with the assets or entity
disposed of in connection with such Asset Disposition shall be deemed to have
been eliminated as of the first day of the applicable period.

                  "Third Amendment" means that certain Third Amendment to this
Agreement dated as of November 30, 2001.

                  "Third Amendment Effective Date" has the meaning set forth in
Section 2 of the Third Amendment.

                  (b) The definition of "Applicable Base Rate Margin" in
Section 1.1. of the Credit Agreement is hereby amended in its entirety by
deleting the last row of the table within such definition in its entirety
and by replacing such row with the following two new rows:


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<Table>
<Caption>
------------------------- ------------------------- --------------------- -----------------------
                              Applicable Base Rate
                               Margin for Domestic
                              Revolving Loans,           Applicable             Applicable
                          Multicurrency Revolving        Base Rate              Base Rate
      Most Recent         Loans and Term A Dollar        Margin For             Margin For
     Leverage Ratio                Loans                Term B Loans           Term C Loans

------------------------- ------------------------- --------------------- -----------------------
<S>                       <C>                       <C>                   <C>

Equal to or greater                1.50%                   2.00%                  2.25%
than 5.00 to 1 but less
than 5.50 to 1

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

Equal to or greater                2.00%                   2.50%                  2.75%
than 5.50 to 1
------------------------- ------------------------- --------------------- -----------------------
</Table>

                  Notwithstanding anything else herein to the contrary, for
purposes of computing the Applicable Base Rate Margin for the periods beginning
September 30, 2001 until delivery of the financial statements for the fiscal
quarter ended March 31, 2002, the Most Recent Leverage Ratio shall be deemed to
be equal to or greater than 5.50 to 1.00.

                  (c) The definition of "Applicable Eurocurrency Margin" in
Section 1.1. of the Credit Agreement is hereby amended in its entirety by
deleting the last row of the table within such definition in its entirety and by
replacing such row with the following two new rows:

<Table>
<Caption>
------------------- -------------------- ------------------ ------------------ ------------------
                        Applicable
                       Eurocurrency
                         Margin for         Applicable
                     Domestic Revolving    Eurocurrency
                          Loans,          Margin for Term
                       Multicurrency        A Euro and         Applicable         Applicable
                      Revolving Loans       non-Dollar        Eurocurrency       Eurocurrency
   Most Recent       (in Dollars) and      Multicurrency     Margin for Term    Margin for Term
  Leverage Ratio    Term A Dollar Loans   Revolving Loans        B Loans            C Loans
------------------- -------------------- ------------------ ------------------ ------------------
<S>                 <C>                  <C>                <C>                <C>

Equal to or                2.75%               2.75%              3.25%              3.50%
greater than 5.00
to 1 but less
than 5.50 to 1
------------------- -------------------- ------------------ ------------------ ------------------

Equal to or                3.25%               3.25%              3.75%              4.00%
greater than 5.50
to 1
------------------- -------------------- ------------------ ------------------ ------------------
</Table>

                  Notwithstanding anything else herein to the contrary, for
purposes of computing the Applicable Eurocurrency Margin for the periods
beginning September 30, 2001 until delivery of the financial statements for the
fiscal quarter ended March 31, 2002, the Most Recent Leverage Ratio shall be
deemed to be equal to or greater than 5.50 to 1.00.

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                  (d) The definition of "Consolidated Capital Expenditures" in
Section 1.1 of the Credit Agreement is hereby amended by adding the following
new proviso immediately at the end of such definition:

                  ";provided, however, notwithstanding anything else herein to
the contrary, any expenditures by the Borrower or any of its Subsidiaries that
constitute Investments under the Unrestricted Subsidiary Investment Basket
(other than Investments which are permitted to be made solely as a result of
clause (iv) of the definition of Unrestricted Subsidiary Investment Basket),
shall be deemed to be Consolidated Capital Expenditures."

                  (e) The definition of "Consolidated EBITDA" in Section 1.1 of
the Credit Agreement is hereby amended by deleting the "and" immediately
preceding the "(iii)"in such definition, by replacing the same with a "," and by
adding the following new language immediately at the end of such definition:

                  "and (iv) Permitted Non-Recurring/Non-Operating Charges and
Permitted Restructuring Charges. For purposes of computing Consolidated EBITDA
as of the end of any applicable period occurring after the Third Amendment
Effective Date, all components of Consolidated EBITDA for any such applicable
period shall include or exclude, as the case may be, without duplication, on a
Pro Forma Basis as determined in good faith by the Borrower and certified to by
a Responsible Officer of the Borrower to the Administrative Agent, such
components attributable to any business or assets that have been acquired or
disposed of during such period after the Third Amendment Effective Date."

                  (f)      A new Section 7.1(d) shall be added to the Credit
Agreement to read as follows:

                  " (d) Monthly Financial Statements. At any time the Most
Recent Leverage Ratio is equal to or greater than 4.75 to 1.00, as soon as
available, but in any event within 30 days after the end of each fiscal month of
Borrower (beginning with January, 2002), abbreviated profit and loss statements
on a consolidated and business segment basis for the Borrower for such month and
for the portion of the current Fiscal Year through the end of such month in each
case setting forth comparative figures for the related periods in the prior
Fiscal Year all in form reasonably satisfactory to Administrative Agent which
shall be certified by a Responsible Financial Officer of Borrower, subject to
normal year-end audit adjustments."

                  (g) Section 7.2(b) of the Credit Agreement is hereby amended
by deleting the language "Sections 7.1(a) and 7.1(b)" and by inserting in lieu
thereof the following new language "Sections 7.1(a), 7.1(b) and 7.1(c)".

                  (h) Section 8.7(l) of the Credit Agreement is hereby

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amended by inserting therein the following new language immediately following
the phrase "Unmatured Event of Default or Event of Default exists":

                  "(or on a pro forma basis after giving effect to such
Investment would exist)"

                    (i) Section 8.7(l) of the Credit Agreement is hereby further
amended by adding the following new proviso immediately at the end of such
Section 8.7(l):

                  "provided, further, (i) that after giving effect to any such
Investment, the Borrower would be able to make an additional $1 of Consolidated
Capital Expenditures under Section 9.1 hereof; and (ii) that the proceeds of any
such Investment may not be used either directly or indirectly to make any
Investment in Huntsman Corporation or any of its Subsidiaries which are not
Subsidiaries of Borrower."

                  (j) Section 8.7(p) of the Credit Agreement is hereby amended
by deleting clause (i) thereof in its entirety and by replacing it with the
following new clause (i):

                  "(i) after giving effect thereto on a Pro Forma Basis, no
Event of Default or Unmatured Event of Default would exist hereunder;"

                    (k) Section 8.7(p) of the Credit Agreement is hereby further
amended by adding the following new proviso immediately at the end of such
Section 8.7(p):


                  ";provided, further, however, notwithstanding anything else
herein to the contrary, no Acquisition (other than Acquisitions in which the
total consideration paid (including for purposes hereof any assumed
Indebtedness) does not exceed $20,000,000 for any single Acquisition or
$80,000,000 for all such Acquisitions in the aggregate) shall be permitted
unless the Borrower's Leverage Ratio for each of the last two Fiscal Quarters
for which financial statements have been delivered pursuant to Sections 7.1(a)
and (b) prior to the date of such proposed Acquisition was less than or equal to
4.75 to 1.00."


                  (l) Section 9.3 of the Credit Agreement is hereby amended by
deleting the table in such section and replacing it in its entirety with the
following new table:


<Table>
<Caption>
                   Period                                         Ratio
                   ------                                         -----
                   <S>                                           <C>
                   July 1, 2001 to December 31, 2001             1.95 to 1.0
                   January 1, 2002 to March 31, 2002             1.80 to 1.0
                   April 1, 2002 to June 30, 2002                1.80 to 1.0
</Table>



<Page>

<Table>
                   <S>                                           <C>
                   July 1, 2002 to September 30, 2002            1.95 to 1.0
                   October 1, 2002 to December 31, 2002          2.10 to 1.0
                   January 1, 2003 to March 31, 2003             2.50 to 1.0
                   April 1, 2003 and thereafter                  2.75 to 1.0
</Table>


                  (m) Section 9.4 of the Credit Agreement is hereby amended by
deleting the table in such section and replacing it in its entirety with the
following new table:

<Table>
<Caption>
                   Period                                        Ratio
                   ------                                        -----
                   <S>                                           <C>
                   July 1, 2001 to September 30, 2001            5.80 to 1.0
                   October 1, 2001 to December 31, 2001          6.00 to 1.0
                   January 1, 2002 to March 31, 2002             6.50 to 1.0
                   April 1, 2002 to June 30, 2002                6.50 to 1.0
                   July 1, 2002 to September 30, 2002            5.90 to 1.0
                   October 1, 2002 to December 31, 2002          5.40 to 1.0
                   January 1, 2003 to March 31, 2003             4.75 to 1.0
                   April 1, 2003 to June 30, 2003                4.00 to 1.0
                   July 1, 2003 and thereafter                   3.75 to 1.0
</Table>

                   (n)     A new Section 9.5 shall be added to the Credit
Agreement to read as follows:

                  "9.5     Maximum Cash Balances.

                           At no time when there are any Domestic Revolving
Loans, Multicurrency Revolving Loans or Swing Line Loans outstanding, shall the
amount of Cash or Cash Equivalents held by the Borrower and its Restricted
Subsidiaries (or on behalf of the Borrower and its Restricted Subsidiaries)
exceed $100,000,000 in the aggregate; provided, however, amounts in excess of
$100,000,000 may be held for up to three (3) Business Days so long as such
excess amounts are (a) held to pay third party obligations of the Borrower and
its Restricted Subsidiaries; and (b) are held in an account under the control
and dominion of the Collateral Agent on behalf of the Secured Parties."

                  (o) Exhibit 2.5 to the Credit Agreement "Form of Notice of
Borrowing" shall be deleted and replaced in its entirety by the new Exhibit 2.5
"Form of Notice of Borrowing" attached hereto as Annex A.

                  (p) A new Schedule 1.1(d) shall be added to the Credit
Agreement in substantially the form attached hereto as Annex B.

                  SECTION 2. Conditions to Effectiveness of the Amendment. The
provisions of this Amendment shall become effective upon the date of the
satisfaction of all of the conditions set forth in this Section 2 (the "Third
Amendment Effective Date"):

<Page>

                  2.1 Proper Execution and Delivery of Amendment. Borrower,
Holdings, the Administrative Agent and the Required Lenders shall have duly
executed and delivered to Administrative Agent this Amendment.

                  2.2 Delivery of Credit Party Documents. On or before the date
hereof, Borrower shall deliver or cause to be delivered to Administrative Agent
the following with respect to each of Borrower and Holdings, each, unless
otherwise noted, dated the Third Amendment Effective Date:

                      (a) Certified copies of its Certificate of Formation,
together with a good standing certificate from the Secretary of State of the
jurisdiction of its incorporation and each other state in which it is qualified
as a foreign corporation to do business and where failure to be so qualified
would have a Material Adverse Effect and, to the extent generally available, a
certificate or other evidence of good standing as to payment of any applicable
franchise or similar taxes from the appropriate taxing authority of each of such
states, each dated a recent date prior to the Third Amendment Effective Date or,
in the event that any such document has been previously delivered by the
Borrower to the Administrative Agent, a certificate executed by a Responsible
Officer of the Borrower indicating that no change has occurred with respect to
such document;

                  (b) Copies of its operating agreement or limited liability
company agreement, certified by its corporate secretary or an assistant
secretary or a certificate of the lack of any change thereto since the Closing
Date or, in the event that any such document has been previously delivered by
the Borrower to the Administrative Agent, a certificate executed by a
Responsible Officer of the Borrower indicating that no change has occurred with
respect to such document;

                  (c) Resolutions of its members, manager or board of managers
(i) approving and authorizing the execution, delivery and performance of each of
this Amendment, and (ii) approving and authorizing the execution, delivery and
performance of the other Loan Documents to which it is a party and all
transactions related thereto, in each case certified as of the Third Amendment
Effective Date by its corporate secretary or an assistant secretary as being in
full force and effect without modification or amendments;

                  (d) Signature and incumbency certificates of its officers
executing this Amendment; and

                  (e) Such other instruments and documents in respect of such
matters as Administrative Agent shall reasonably request.

                  2.3 Representations and Warranties; Default; Officer's
Certificate. After giving effect to this Amendment, the representations and
warranties set forth in Article VI of the Agreement shall be true and correct,
except to the extent such representations and warranties are expressly made as
of a specified date in which event such representations


<Page>


and warranties shall be true and correct as of such specified date, and no
Event of Default or Unmatured Event of Default shall have occurred or be
continuing and Administrative Agent shall have received a certificate
executed by a Responsible Officer on behalf of Borrower, dated the Third
Amendment Effective Date stating that, after giving effect to this Amendment,
the representations and warranties set forth in Article VI of the Agreement
are true and correct as of the date of the certificate, except to the extent
such representations and warranties are expressly made as of a specified date
in which event such representations and warranties shall be true and correct
as of such specified date, that no Event of Default or Unmatured Event of
Default has occurred and is continuing, and that the conditions of this
Section 2 hereof have been fully satisfied or waived (other than those
conditions which require the satisfaction of the Administrative Agent).

                  2.4 Fees. Borrower shall have paid to Administrative Agent and
the Lenders all costs, fees and expenses (including, without limitation,
reasonable legal fees and expenses) payable to Administrative Agent and the
Lenders to the extent then due, including, without limitation, pursuant to
Section 4 of this Amendment.

                  2.5 Corporate Proceedings. All corporate and legal proceedings
and all instruments and agreements in connection with the execution and delivery
of this Amendment shall be satisfactory in form and substance to Administrative
Agent and the Required Lenders and Administrative Agent and all Lenders shall
have received all information and copies of all documents and papers, including
records of corporate proceedings, governmental approvals, good standing
certificates and bring-down telegrams or certificates, if any, which
Administrative Agent or such Lender reasonably may have requested in connection
therewith, such documents and papers where appropriate to be certified by proper
corporate or Governmental Authorities.

                  Each Lender and the Administrative Agent hereby agrees that by
its execution and delivery of its signature page hereto, such Person approves of
and consents to each of the matters set forth in Section 2 which must be
approved by, or which must be satisfactory to, the Required Lenders or such
Person, as the case may be; provided that, in the case of any agreement or
document which must be approved by, or which must be satisfactory to, the
Required Lenders, Administrative Agent or Borrower shall have delivered a copy
of such agreement or document to such Person if so requested on or prior to the
Third Amendment Effective Date.

                  SECTION 3. References to and Effect on the Credit Agreement.
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 to the Credit Agreement, as the case may be, in the Loan Documents and
all other documents (the "Ancillary Documents") delivered in connection with the
Credit Agreement shall mean and be a reference to the Credit Agreement as
amended hereby.

<Page>

                  Except as specifically amended above, the Credit Agreement,
and the other Loan Documents and all other Ancillary Documents shall remain in
full force and effect and are hereby ratified and confirmed.

                  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 Lenders or Administrative Agent under the Credit
Agreement, the Loan Documents or the Ancillary Documents.

                  SECTION 4. Fees, Costs and Expenses. (a) Borrower agrees to
pay a fee to the Administrative Agent on or prior to the Third Amendment
Effective Date on behalf of each Lender which has executed and delivered this
Amendment on or prior to 5:00 p.m. E.S.T. on November 30, 2001 equal to 0.25%
times the sum of the aggregate outstanding Commitment of such Lender as in
effect under the Credit Agreement on the Third Amendment Effective Date, such
fee to be due and payable on the Third Amendment Effective Date; and (b)
Borrower also agrees to pay all reasonable costs and expenses of the
Administrative Agent in connection with the negotiation, preparation, printing,
typing, reproduction, execution and delivery of this Amendment and all other
documents furnished pursuant hereto or in connection herewith, including without
limitation, the reasonable fees and out-of-pocket expenses of Winston & Strawn,
special counsel to Administrative Agent and any local counsel retained by
Administrative Agent relative thereto or the reasonable allocated costs of staff
counsel as well as the fees and out-of-pocket expenses of counsel, independent
public accountants and other outside experts retained by Administrative Agent in
connection with the administration of this Amendment.

                  SECTION 5.   Miscellaneous.

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

                  5.2 Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES
SHALL BE CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF SAID
STATE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.


                          [signature page follows]

<Page>


                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their duly authorized officers as
of the day and year first above written.


          [Executed by authorized officers of the Borrower, Holdings,
the Lenders and the Agents]




                                                                      ANNEX A



                                   Exhibit 2.5

                                     FORM OF
                           NOTICE OF BORROWING(1)

                                                    Date: __________________


Bankers Trust Company,
 as Administrative Agent
130 Liberty Street
New York, New York  10005


Dear Sir or Madam:

                  Reference is made to that certain Credit Agreement, dated as
of June 30, 1999, as amended by that certain First Amendment dated as of
December 21, 2000, that certain Second Amendment dated as of March 5, 2001 and
that certain Third Amendment dated as of December __, 2001 (as amended,
supplemented or otherwise modified from time to time, the "Credit Agreement")
among Huntsman International LLC (f/k/a Huntsman ICI Chemicals LLC), a Delaware
limited liability company (the "Borrower"), Huntsman International Holdings LLC
(f/k/a Huntsman ICI Holdings LLC), a Delaware limited liability company
("Holdings"), the financial institutions party thereto, including Bankers Trust
Company, in their capacities as lenders thereunder (collectively, the "Lenders,"
and each individually, a "Lender"), Bankers Trust Company, as Lead Arranger,
Administrative Agent ("Administrative Agent") for the Lenders and Sole Book
Manager, Goldman Sachs Credit Partners L.P., as Syndication Agent and
Co-Arranger and The Chase Manhattan Bank and UBS Warburg LLC (as successor to
Warburg Dillon Read), as Co-Arrangers and as Co-Documentation Agents
(collectively, the "Agents" and each individually, an "Agent"). Capitalized
terms used herein and not otherwise defined herein shall have the meanings
assigned to such terms in the Credit Agreement. The undersigned hereby gives
notice pursuant to Section 2.5 of the Credit Agreement of its request for the
Lenders to


<Page>


make a Borrowing as follows.

                  1.       Amount to be Borrowed       _______________________

                  2.       Borrowing Date(2)           ________________________

                  3.       Type of Loan or combination
                           thereof(3)                  ________________________

                  4.       If Borrowing is to
                           include Eurocurrency
                           Loans indicate: Eurocurrency Loan

                           Amount:                    $_______________________

                           Initial Interest            _________________________


                  The undersigned represents and warrants that the borrowing
requested hereby complies with the requirements of Section 2.1(e), if
applicable, and Section 5.2 of the Credit Agreement.

                  The undersigned further represents and warrants that the
amount of Cash and Cash Equivalents held by the Borrower and its Restricted
Subsidiaries (or on behalf of the Borrower and its Restricted Subsidiaries) as
of the date of this Notice of Borrowing is, both before and after giving effect
to the Borrowing contemplated hereby, in compliance with Section 9.5 of the
Credit Agreement with respect to maximum cash balances.

                                        HUNTSMAN INTERNATIONAL LLC

                                        By:____________________________
                                        Name:__________________________
                                        Title:___________________________


                                                 ANNEX B


                                 SCHEDULE 1.1(d)


              Explanation of Permitted Restructuring Charges*



Tioxide severance:  $3 million
Polyurethane severance:  $27 million
Polyurethane plant and sales office closure --(includes asset write-off and
decommission expenses):  $10 million

<Page>



*The amounts set forth above are estimates and are not intended to limit or
restrict the Borrower's ability to allocate Permitted Restructuring Charges as
between the above listed categories.




-------------------
(1)      Such irrevocable notice must be received by Agent (x) not later than
         12:00 p.m., New York City time, at least three Business Days prior to
         the requested borrowing date, if all or any part of the requested
         Revolving Loans are to be Eurocurrency Loans and (y) not later than
         12:00 p.m., New York City time, at least one Business Day prior to the
         requested borrowing date, with respect to Borrowings of Base Rate
         Loans; and (z) no later than 12:00 p.m., New York City time, on the
         Business Day of the requested borrowing date, with respect to Swing
         Line Loans.

(2)      Each Borrowing under the Revolving Commitments and Multicurrency
         Revolving Commitments shall be not less than (x) in the case of Base
         Rate Loans, Three Million Dollars ($3,000,000) and, if greater, in
         integral multiples of One Million Dollars ($1,000,000) (or, if less,
         the then Total Available Revolving Commitment); (y) in the case of
         Eurocurrency Loans, Five Million Dollars ($5,000,000) and, if greater,
         in integral multiples of One Million Dollars ($1,000,000) in excess
         thereof (or, if less, the then Total Available Revolving Commitment or
         Total Available Multicurrency Revolving Commitment, as the case may
         be); and (z) in the case of Swing Line Loans, Five Hundred Thousand
         Dollars ($500,000) and in any amount greater than such amount (or, if
         less, the then Total Available Revolving Commitment or Swing Line
         Commitment).

(3)      Specify whether Borrowing is to be Eurocurrency Loans, Base Rate
         Loans or a combination thereof.