<Page>

                                                                  EXECUTION COPY

                                FOURTH AMENDMENT

     This FOURTH AMENDMENT (this "AMENDMENT"), dated as of March 15, 2002, 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, that certain Second Amendment dated as of March 5, 2001 and that
certain Third Amendment dated as of November 30, 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 the Fourth Amendment Effective
Date as follows:

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     (a)  SECTION 1.1 OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY ADDING THE
FOLLOWING DEFINITIONS IN THEIR PROPER ALPHABETICAL ORDER:

     "ARGENTINIAN NON-CASH CHARGES" means for any period of four consecutive
fiscal quarters that includes the first or second quarter of Fiscal Year 2002,
any one-time actual non-cash write down charges incurred in the first or second
quarter of Fiscal Year 2002 in connection with the Borrower's polyurethane
assets in Argentina in an amount not to exceed $7 million for such first and
second quarter of Fiscal Year 2002.

     "FOURTH AMENDMENT" means that certain Fourth Amendment to this Agreement
dated as of March 15, 2002.

     "FOURTH AMENDMENT EFFECTIVE DATE" has the meaning set forth in SECTION 3 of
the Fourth Amendment.

     "MINIMUM SENIOR NOTES PROCEEDS DATE" means the date on which the Borrower
has received gross proceeds of at least $175 million from the issuance of Senior
Notes the Net Offering Proceeds of which are applied in accordance with SECTIONS
4.4(m) AND 4.5(e).

     "SENIOR NOTES" means those senior unsecured notes of Borrower due no
earlier than January 1, 2009 issued pursuant to the Senior Note Documents.

     "SENIOR NOTE DOCUMENTS" means any indenture or other agreement to be
entered into by Borrower, pursuant to which Borrower will incur unsecured
Indebtedness permitted by SECTION 8.2(v).

     (b)  EFFECTIVE AS OF THE FOURTH AMENDMENT EFFECTIVE DATE THROUGH THE
MINIMUM SENIOR NOTE PROCEEDS DATE, THE DEFINITION OF "APPLICABLE BASE RATE
MARGIN" IN SECTION 1.1. OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY ADDING
THE FOLLOWING NEW PROVISO THERETO IMMEDIATELY AT THE END THEREOF:

          ";PROVIDED, HOWEVER, during the period from the Fourth Amendment
Effective Date through and including the Minimum Senior Note Proceeds Date, .25%
shall be added to each percentage contained in the above table."

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     (c)  EFFECTIVE AS OF THE MINIMUM SENIOR NOTE PROCEEDS DATE, THE DEFINITION
OF "APPLICABLE BASE RATE MARGIN" IN SECTION 1.1. OF THE CREDIT AGREEMENT IS
HEREBY AMENDED BY DELETING IN ITS ENTIRETY THE LAST ROW OF THE TABLE WHICH
APPEARS IN SUCH DEFINITION AND REPLACING IT WITH THE FOLLOWING TWO NEW ROWS AND
BY DELETING IN ITS ENTIRETY THE SENTENCE APPEARING AFTER SUCH TABLE AND BY
REPLACING IT WITH THE FOLLOWING NEW SENTENCE:

<Table>
<Caption>
                                            APPLICABLE BASE
                                             RATE MARGIN
                                             FOR DOMESTIC
                                            REVOLVING LOANS,
                                             MULTICURRENCY        APPLICABLE        APPLICABLE
                                            REVOLVING LOANS       BASE RATE         BASE RATE
             MOST RECENT                      AND TERM A          MARGIN FOR        MARGIN FOR
           LEVERAGE RATIO                    DOLLAR LOANS        TERM B LOANS     TERM C LOANS
--------------------------------------      ----------------     ------------     -------------
<S>                                         <C>                  <C>              <C>
Equal to or greater than 5.50 to 1 but            2.00%              2.50%            2.75%
       less than 6.50 to 1

Equal to or greater than 6.50 to 1                2.00%              2.75%            3.00%
</Table>

     For purposes of computing the Applicable Base Rate Margin for the period
beginning on the Minimum Senior Notes Proceeds Date until delivery of the
financial statements for the fiscal quarter ended March 31, 2002, the Most
Recent Leverage Ratio shall be deemed to be the highest level on the above
table."

     (d)  EFFECTIVE AS OF THE FOURTH AMENDMENT EFFECTIVE DATE THROUGH THE
MINIMUM SENIOR NOTE PROCEEDS DATE, THE DEFINITION OF "APPLICABLE EUROCURRENCY
MARGIN" IN SECTION 1.1. OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY ADDING THE
FOLLOWING NEW PROVISO THERETO IMMEDIATELY AT THE END THEREOF:

          ";PROVIDED, HOWEVER, during the period from the Fourth Amendment
Effective Date through and including the Minimum Senior Note Proceeds Date, .25%
shall be added to each percentage contained in the above listed table."

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     (e)  EFFECTIVE AS OF THE MINIMUM SENIOR NOTE PROCEEDS DATE, THE DEFINITION
OF "APPLICABLE EUROCURRENCY MARGIN" IN SECTION 1.1. OF THE CREDIT AGREEMENT IS
HEREBY AMENDED BY DELETING IN ITS ENTIRETY THE LAST ROW OF THE TABLE WHICH
APPEARS IN SUCH DEFINITION AND REPLACING IT WITH THE FOLLOWING TWO NEW ROWS AND
BY DELETING IN ITS ENTIRETY THE SENTENCE APPEARING AFTER SUCH TABLE AND BY
REPLACING IT WITH THE FOLLOWING NEW SENTENCE:

<Table>
<Caption>
                                             APPLICABLE
                                            EUROCURRENCY
                                                MARGIN             APPLICABLE
                                             FOR DOMESTIC         EUROCURRENCY
                                            REVOLVING LOANS,          MARGIN
                                             MULTICURRENCY         FOR TERM A
                                            REVOLVING LOANS      EURO LOANS AND       APPLICABLE        APPLICABLE
                                              (IN DOLLARS)          NON-DOLLAR       EUROCURRENCY      EUROCURRENCY
          MOST RECENT                         AND TERM A          MULTICURRENCY       MARGIN FOR        MARGIN FOR
         LEVERAGE RATIO                      DOLLAR LOANS        REVOLVING LOANS     TERM B LOANS      TERM C LOANS
--------------------------------------      ----------------     ---------------     -------------     -------------
<S>                                         <C>                  <C>                 <C>               <C>
Equal to or greater than 5.50                   3.25%                3.25%              3.75%              4.00%
  to 1 but less than 6.50 to 1

Equal to or greater than 6.50 to 1              3.25%                3.25%              4.00%              4.25%
</Table>

     For purposes of computing the Applicable Eurocurrency Margin for the period
beginning on the Minimum Senior Notes Proceeds Date until delivery of the
financial statements for the fiscal quarter ended March 31, 2002, the Most
Recent Leverage Ratio shall be deemed to be the highest level on the above
table."

     (f)  THE DEFINITION OF "ASSET DISPOSITION" IN SECTION 1.1. OF THE CREDIT
AGREEMENT IS HEREBY AMENDED BY ADDING THE LANGUAGE "OR SECTION 8.3(k)"
IMMEDIATELY FOLLOWING THE PARENTHETICAL WHICH APPEARS IN THE PROVISO THEREIN.

     (g)  THE DEFINITION OF "CONSOLIDATED EBITDA" IN SECTION 1.1 OF THE CREDIT
AGREEMENT IS HEREBY AMENDED BY DELETING THE "AND" IMMEDIATELY PRECEDING THE
"(IV)" IN SUCH DEFINITION, BY REPLACING THE SAME WITH A "," AND BY ADDING THE
FOLLOWING NEW LANGUAGE IMMEDIATELY AT THE END OF SUCH DEFINITION:

          "and (v) Argentinian Non-Cash Charges."

     (h)  A NEW SECTION 4.4(m) SHALL BE ADDED TO THE CREDIT AGREEMENT TO READ AS
FOLLOWS:

          "(m) MANDATORY PREPAYMENT UPON ISSUANCE OF SENIOR NOTES. On the
Business Day of receipt of the Net Offering Proceeds of any Senior Notes
permitted by SECTION 8.2(v) hereof, the Borrower shall make a mandatory
prepayment equal to 100% of such Net Offering Proceeds, such amount to be
applied (i) with respect to the first $300 million of any

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such Net Offering Proceeds received within forty-five (45) Business Days of the
Fourth Amendment Effective Date, in the manner set forth in SECTION 4.5(e)(i);
and (ii) with respect to any amounts of such Net Offering Proceeds in excess of
$300 million or with respect to any such Net Offering Proceeds received after
the date which is forty-five (45) Business Days following the Fourth Amendment
Effective Date, in the manner set forth in SECTION 4.5(e)(ii) (subject in each
case to modification of such application as set forth in SECTION 4.5(c)). For
purposes of this SECTION 4.4(m), any offering of Senior Notes subsequent to an
initial offering shall be treated on a cumulative basis with incremental amounts
applied in the manner set forth above."

     (i)  SECTION 4.5(c) OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY ADDING THE
FOLLOWING NEW LANGUAGE THERETO IMMEDIATELY FOLLOWING THE LANGUAGE "SECTION 4.3,
4.4(e),(f),(g),(h),(i),(j),(k) AND (l)":

          "and SECTION 4.4(m)"

     (j)  SECTION 4.5(c) OF THE CREDIT AGREEMENT IS HEREBY FURTHER AMENDED BY
DELETING THE LAST SENTENCE THEREOF AND BY ADDING THE FOLLOWING NEW LAST SENTENCE
THERETO:

          "In the event of any Waivable Prepayment arising from (A) a prepayment
required under SECTIONS 4.3, 4.4(e), (f), (g), (h), (i), (j), (k) AND (l), the
Administrative Agent shall apply one hundred percent (100%) of the amount so
waived, if any, by such Term B Lender or Term C Lender to the Term A Loans in
accordance with the penultimate sentence of SECTION 4.3(a) or in accordance with
this SECTION 4.5, as the case may be and (B) a prepayment required under SECTION
4.4(m), the Administrative Agent shall apply one hundred percent (100%) of the
amount so waived, if any, by such Term B Lender or Term C Lender to the Term A
Loans in the same manner as required by SECTION 4.5(e)(i)(A)."

     (k)  A NEW SECTION 4.5(e) SHALL BE ADDED TO THE CREDIT AGREEMENT TO READ AS
FOLLOWS:

          "(e) SENIOR NOTES PREPAYMENTS. (i) Any prepayment of principal
required to be made by the Borrower pursuant to SECTION 4.4(m)(i) shall be
applied (A) 60% to the Term A Loans with such amount applied first, on a pro
rata basis, to the amount of the Scheduled Term A Dollar Repayments and the
Dollar Equivalent of the Scheduled Term A Euro Repayments due in calendar years
2002 and 2003 in direct order of maturity, and thereafter, shall be applied to
reduce the Dollar Equivalent of the then remaining Scheduled Term A Dollar
Repayments and Scheduled Term A Euro Repayments on a pro rata basis (based upon
the then remaining principal amount of such Scheduled Term A Dollar Repayments
and Scheduled Term A Euro Repayments, respectively); (B) 10% to the Term B Loans
with such amount applied, subject to a waiver of prepayments pursuant to SECTION
4.5(c), first to the Scheduled Term B Repayments due in calendar years 2002 and
2003 in direct order of maturity, and thereafter, any remaining amounts under
this CLAUSE (B) shall be applied pro rata to the remaining Scheduled Term B
Repayments; (C) 10% to the Term C Loans with such amount applied, subject to a
waiver of prepayments pursuant to SECTION 4.5(c), first to the Scheduled Term C
Repayments due in calendar years 2002 and 2003 in direct order of maturity, and
thereafter, any remaining amounts shall be applied pro rata to the remaining
Scheduled Term C Repayments; and (D) 20%

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to reduce pro rata the outstanding balance of the Domestic Revolving Loans and
Multicurrency Revolving Loans (in each case without any permanent reduction in
the applicable Commitment). All prepayments shall include payment of accrued
interest on the principal amount so prepaid and shall include amounts payable,
if any, under SECTION 3.5. All payments received in Dollars which are required
to be applied in Euros and/or Sterling shall be converted to Euros or Sterling,
as the case may be, at the Spot Rate on the date of such prepayment.

     (ii) Any prepayment of principal required to be made by the Borrower
pursuant to SECTION 4.4(m)(ii) shall be applied, subject to a waiver of
prepayments pursuant to SECTION 4.5(c), to reduce the Dollar Equivalent of the
then remaining Scheduled Repayments, pro rata to such remaining Scheduled
Repayments (based upon the then remaining principal amount of each Facility of
Term Loans)."

     (l)  SECTION 7.8 OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY ADDING THE
PHRASE "USE COMMERCIALLY REASONABLE EFFORTS TO" TO SUCH SECTION IMMEDIATELY
AFTER THE WORD "SHALL" IN THE LAST SENTENCE THEREOF.

     (m)  SECTION 8.2(h) OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY ADDING THE
FOLLOWING NEW PROVISO IMMEDIATELY AT THE END THEREOF:

          "PROVIDED, FURTHER, that notwithstanding anything else in this SECTION
8.2(h) to the contrary, Indebtedness of Tioxide Southern Africa (Propriety) Ltd.
may be refinanced in an amount not in excess of the Dollar Equivalent on the
Initial Borrowing Date of the amount of the Indebtedness of such Subsidiary set
forth on SCHEDULE 8.2(b) provided that such Indebtedness is in no way guaranteed
by the Borrower or any Subsidiary of the Borrower."

     (n)  SECTION 8.2 OF THE CREDIT AGREEMENT IS HEREBY FURTHER AMENDED BY
DELETING THE "AND" AT THE END OF CLAUSE (t) THEREOF, BY DELETING THE "." AT THE
END OF CLAUSE (u) THEREOF AND BY REPLACING IT WITH AN "; AND" AND BY ADDING THE
FOLLOWING NEW CLAUSE (v) THERETO:

          "(v) Indebtedness of the Borrower in respect of Senior Notes in a
principal amount not in excess of $500 million incurred so long as at the time
of incurrence thereof (x) no Unmatured Event of Default or Event of Default
exists, (y) the Borrower would remain in compliance with SECTION 9.3 and 9.4
after giving pro forma effect to the incurrence of any such Indebtedness and
prepayment of Indebtedness hereunder, and (z) the Borrower shall comply with the
mandatory prepayment provisions of SECTION 4.4(m); PROVIDED, HOWEVER, such
Indebtedness shall be on terms and conditions substantially as set forth on the
term sheet attached as EXHIBIT A to the Fourth Amendment with such modifications
thereto and other terms and conditions as approved by the Administrative Agent
(and at or below a market interest rate for comparable instruments)."

                                       6
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     (o)  SECTION 8.3(k) OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY ADDING THE
FOLLOWING NEW CLAUSE (z) IMMEDIATELY BEFORE THE PHRASE "OR II" IN THE
PARENTHETICAL THEREIN:

          "or (z) a Foreign Subsidiary transferring assets which then serve as
direct collateral for a Foreign Intercompany Note to another Foreign Subsidiary
unless such assets similarly secure a Foreign Intercompany Note of such Foreign
Subsidiary receiving such assets"

     (p)  SECTION 8.11 OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY ADDING THE
LANGUAGE "OR THE SENIOR NOTES" TO CLAUSE (i) THEREOF IMMEDIATELY AT THE END OF
SUCH CLAUSE AND BY ADDING THE LANGUAGE "OR THE SENIOR NOTE DOCUMENTS" TO CLAUSE
(ii) THEREOF IMMEDIATELY AFTER THE PHRASE "SENIOR SUBORDINATED NOTES DOCUMENT".

     (q)  SECTION 9.2 OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY DELETING THE
FIGURE "$965,000,000" AND THE PHRASE "THE INITIAL BORROWING DATE" THEREFROM AND
BY REPLACING THE SAME WITH "$1,000,000,000" AND "JANUARY 1, 2002", RESPECTIVELY.

     (r)  SECTION 9.3 OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY DELETING SUCH
SECTION IN ITS ENTIRETY AND BY REPLACING IT WITH THE FOLLOWING NEW SECTION 9.3:

          "9.3 INTEREST COVERAGE RATIO

     Neither Holdings nor the Borrower will permit the Interest Coverage Ratio
calculated for any Test Period ending at the following dates or during the
follow periods to be less than the ratio set forth opposite such period:

<Table>
<Caption>
     PERIOD                                                RATIO
     ------                                                -----
<S>                                                      <C>
     January 1, 2002 to March 31, 2002                   1.40 to 1.0
     April 1, 2002 to June 30, 2002                      1.40 to 1.0
     July 1, 2002 to September 30, 2002                  1.40 to 1.0
     October 1, 2002 to December 31, 2002                1.50 to 1.0
     January 1, 2003 to March 31, 2003                   1.75 to 1.0
     April 1, 2003 to June 30, 2003                      2.00 to 1.0
     July 1, 2003 to September 30, 2003                  2.15 to 1.0
     October 1, 2003 to December 31, 2003                2.35 to 1.0
     January 1, 2004 and thereafter                      2.75 to 1.0

</Table>

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          ;PROVIDED, HOWEVER, in the event that the Minimum Senior Notes
Proceeds Date has not occurred by June 30, 2002, the following ratios and
periods shall be used in lieu of the above ratios and periods:

<Table>
<Caption>
     PERIOD                                                RATIO
     ------                                                -----
<S>                                                      <C>
     January 1, 2002 to March 31, 2002                   1.40 to 1.0
     April 1, 2002 to June 30, 2002                      1.40 to 1.0
     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>

     (s)  SECTION 9.4 OF THE CREDIT AGREEMENT IS HEREBY AMENDED BY DELETING SUCH
SECTION IN ITS ENTIRETY AND BY REPLACING IT WITH THE FOLLOWING NEW SECTION 9.4:

          "9.4 LEVERAGE RATIO.

     The Borrower will not permit for any Test Period ending on a date set forth
during any period described below, the Leverage Ratio to exceed the ratio set
forth opposite such period:

<Table>
<Caption>
     PERIOD                                                RATIO
     ------                                                -----
<S>                                                      <C>
     January 1, 2002 to March 31, 2002                   8.25 to 1.0
     April 1, 2002 to June 30, 2002                      8.50 to 1.0
     July 1, 2002 to September 30, 2002                  8.25 to 1.0
     October 1, 2002 to December 31, 2002                7.00 to 1.0
     January 1, 2003 to March 31, 2003                   6.25 to 1.0
     April 1, 2003 to June 30, 2003                      5.50 to 1.0
     July 1, 2003 to September 30, 2003                  4.75 to 1.0
     October 1, 2003 to December 31, 2003                4.25 to 1.0
     January 1, 2004 and thereafter                      3.75 to 1.0
</Table>

          ;PROVIDED, HOWEVER, in the event that the Minimum Senior Notes
Proceeds Date has not occurred by June 30, 2002, the following ratios and
periods shall be used in lieu of the above ratios and periods:

<Table>
<Caption>
     PERIOD                                                RATIO
     ------                                                -----
<S>                                                      <C>
     January 1, 2002 to March 31, 2002                   8.25 to 1.0
     April 1, 2002 to June 30, 2002                      8.50 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>

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     SECTION 2. CONSENT AND ACKNOWLEDGMENT. Pursuant to SECTIONS 12.15(a) AND
12.15(b) of the Credit Agreement, the Lenders hereby instruct Administrative
Agent and the Collateral Agent to enter into that certain Amendment No. 1 to
Collateral Security Agreement, in substantially the form of EXHIBIT B hereto
(the "COLLATERAL SECURITY AGREEMENT AMENDMENT") which Collateral Security
Agreement Amendment shall amend the Collateral Security Agreement to make
changes thereto necessary or desirable to conform the terms of the Collateral
Security Agreement to the provisions of revised Article IX of the Uniform
Commercial Code.

     SECTION 3. 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 3 (the "FOURTH AMENDMENT EFFECTIVE
DATE"):

     3.1  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.

     3.2  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 Fourth 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 Fourth 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 Initial Borrowing 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 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 Fourth Amendment
Effective Date by its corporate secretary or an assistant secretary as being in
full force and effect without modification or amendments;

                                       9
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          (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.

     3.3 BORROWER'S SECURITY AND OTHER DOCUMENTS. The Borrower shall have duly
authorized, executed and delivered to the Collateral Agent the Collateral
Security Agreement Amendment in substantially the form of EXHIBIT B.

     3.4 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 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
Fourth 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 3 hereof have been fully satisfied or waived.

     3.5 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 5 of this
Amendment.

     3.6 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 3 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 Fourth Amendment
Effective Date.

                                       10
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     SECTION 4. 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.

     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 5. FEES, COSTS AND EXPENSES. (a) Borrower agrees to pay a fee to
the Administrative Agent on or prior to the Fourth 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 March 15, 2002 equal to .125% times the sum of the
Domestic Revolving Commitment, Multicurrency Revolving Commitment and
outstanding Term Loans of such Lender as in effect under the Credit Agreement on
the Fourth Amendment Effective Date, such fee to be due and payable on the
Fourth 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.

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     SECTION 6. MISCELLANEOUS.

     6.1  EXECUTION IN COUNTERPARTS. This Amendment may be executed in one or
more counterparts, each of which, when executed and delivered, shall be deemed
to be an original and all of which counterparts, taken together, shall
constitute but one and the same document with the same force and effect as if
the signatures of all of the parties were on a single counterpart, and it shall
not be necessary in making proof of this Amendment to produce more than one (1)
such counterpart. Delivery of an executed signature page to this Amendment by
telecopy shall be deemed to constitute delivery of an originally executed
signature page hereto.

     6.2  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.


     6.3  HEADINGS. Headings used in this Amendment are for convenience of
reference only and shall not affect the construction of this Amendment.

     6.4  INTEGRATION. This Amendment, the other agreements and documents
executed and delivered pursuant to this Amendment and the Credit Agreement
constitute the entire agreement among the parties hereto with respect to the
subject matter hereof.

     6.5  BINDING EFFECT. This Amendment shall be binding upon and inure to the
benefit of and be enforceable by the Borrower, the Administrative Agent and the
Lenders and their respective successors and assigns. Except as expressly set
forth to the contrary herein, this Agreement shall not be construed so as to
confer any right or benefit upon any Person other than the Borrower, the
Administrative Agent and the Lenders and their respective successors and
permitted assigns.


                            [SIGNATURE PAGE FOLLOWS]

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     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.





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                                    EXHIBIT A


                             SENIOR NOTES TERM SHEET




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                                    EXHIBIT B


                 AMENDMENT NO.1 TO COLLATERAL SECURITY AGREEMENT




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