Exhibit 10.2

FIFTH AMENDMENT  TO AMENDED AND RESTATED CREDIT AGREEMENT

THIS FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement"), dated as of May 6, 2004,
is made by and among Huntsman LLC, a Utah limited liability company formerly known as Huntsman Company LLC ("Borrower"), Deutsche Bank Trust Company
Americas ("Deutsche Bank"), as Administrative Agent for the Lenders (as such term is hereinafter defined) ("Administrative
Agent"), and the undersigned financial institutions, including Deutsche Bank, in their capacities as Lenders.

W I T N E S S E T H:

WHEREAS, the Borrower, the Administrative Agent and certain financial institutions parties thereto (each, a
"Lender"; collectively, the "Lenders") are parties to that certain Amended and Restated Credit Agreement
dated as of September 30, 2002 (as amended, the "Credit Agreement").

WHEREAS,
Borrower intends to issue unsecured indebtedness in order to, among other things, prepay the Term Loans and, to the extent permitted hereby, to prepay certain other indebtedness
at certain of Borrower's Australian subsidiaries.

WHEREAS,
the undersigned desire to amend certain financial covenants found in the Credit Agreement.

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

SECTION 1.    DEFINITIONS.Unless otherwise defined herein, all capitalized terms used herein shall have the meanings
given them in the Agreement, as amended hereby.

SECTION 2.    AMENDMENTS TO CREDIT AGREEMENT

(a)Section 4.2.    Clause (ii) of Section 4.2(e)of the Credit Agreement is
hereby amended and restated in its entirety as follows:



(b)Section 8.7(g)of the Credit Agreement is hereby
amended by replacing the reference therein to $25,000,000 to $50,000,000.

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(c)Section 9.1Leverage
Ratio.Section 9.1of the Credit Agreement is amended by deleting the chart found at
the end thereof in its entity and replacing it with the following chart:

Date

RatioJanuary 1, 2004 - March 31, 2004

8.70 to 1.0April 1, 2004 - June 30, 2004

8.75 to 1.0July 1, 2004 - September 30, 2004

8.25 to 1.0October 1, 2004 - December 31, 2004

8.00 to 1.0January 1, 2005 - March 31, 2005

7.50 to 1.0April 1, 2005 - June 30, 2005

6.75 to 1.0July 1, 2005 - September 30, 2005

6.25 to 1.0October 1, 2005 - December 31, 2005

5.50 to 1.0January 1, 2006 and thereafter

3.25 to 1.0


(d)Section 9.2Interest Coverage
Ratio.Section 9.2of the Credit Agreement is amended by deleting the chart found at the end thereof in its
entity and replacing it with the following chart:

Date

RatioJanuary 1, 2004 - December 31, 2004

1.30 to 1.0January 1, 2005 - June 30, 2005

1.35 to 1.0July 1, 2005 - September 30, 2005

1.50 to 1.0October 1, 2005 - December 31, 2005r

1.75 to 1.0January 1, 2006 and thereafter

2.75 to 1.0


(e)Section 9.3 Fixed Charged Ratio
Coverage.Section 9.3of the Credit Agreement is amended by deleting the chart found
at the end thereof in its entity and replacing it with the following chart:

Date

RatioJanuary 1, 2004 - June 30, 2004

0.75 to 1.0July 1, 2004 - September 30, 2004

0.80 to 1.0October 1, 2004 - December 31, 2004

0.85 to 1.0January 1, 2005 - March 31, 2005

0.90 to 1.0April 1, 2005 - June 30, 2005

1.00 to 1.0July 1, 2005 - September 30, 2005

1.10 to 1.0October 1, 2005 and thereafter

1.25 to 1.0


SECTION 3.    REPRESENTATIONS AND WARRANTIES

3.1.Representations and Warranties.In order to induce the
Administrative Agent and the Lenders to enter into this Agreement, the Borrower hereby represents and warrants to the Administrative Agent and the Lenders, in each case after giving effect to this
Agreement, as follows:



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SECTION 4.    CONDITIONS PRECEDENT

4.1.Conditions to Effectiveness of Agreement.This Agreement
shall become effective upon satisfaction of the following conditions precedent:



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4.2Additional Conditions to Effectiveness of Sections 2(a) and
2(b).Sections 2(a)and2(b)of this Agreement shall,
notwithstanding the prior effectiveness of the Agreement, become effective only if Lenders holding at least 662/3% of all Loans shall have executed and delivered this Agreement.

SECTION 5.    MISCELLANEOUS

5.1.Miscellaneous.The parties hereto hereby further agree as
follows:



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[signature pages follow]

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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first written above.

| |  | DEUTSCHE BANK TRUST COMPANYAMERICAS,
Individually as a Lender and as
Administrative Agent
| |  | -----------------------------------------------------------------------------------------
| |  | By:                                                                                      
| |  | Name:                                                                                    
| |  | Title:                                                                                   
| |  | HUNTSMAN LLC                                                                             
| |  | By:                                                                                      
| |  | Name:                                                                                    
| |  | Title:                                                                                   

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EXHIBIT A

FORM OF
ACKNOWLEDGMENT AND CONSENT

The undersigned entities, constituting Subsidiaries of the Borrower (each, a "Subsidiary Guarantor"), hereby
acknowledge that they have reviewed the terms and provisions of the Amended and Restated Credit Agreement dated as of September 30, 2002, by and among Huntsman LLC (formerly known as Huntsman
Company LLC), as borrower, Deutsche Bank Trust Company Americas, as administrative agent, and the lenders parties thereto (as heretofore amended, modified or supplemented, the
"Agreement"; capitalized terms used herein without definition have the meanings ascribed thereto in the Agreement) and the Fifth Amendment to Amended
and Restated Credit Agreement (the "Amendment") and consent to the amendment of the Agreement pursuant to the Amendment and the other matters
contemplated under the Amendment.

Each
Subsidiary Guarantor hereby acknowledges and agrees that any of the Loan Documents to which it is a party or otherwise bound shall continue in full force and effect and that all of
its obligations thereunder shall be valid and enforceable and shall not be impaired or affected by the execution or effectiveness of the Amendment. Each Subsidiary Guarantor represents and warrants
that all representations and warranties applicable to it contained in the Agreement as amended by this Amendment and the Loan Documents to which it is a party or otherwise bound are true, correct and
complete in all material respects on and as of the Effective Date, to the same extent as though made on and as of that date (except to the extent that such representations and warranties specifically
relate to an earlier date, in which case they are true and correct in all material respects as of such earlier date).

Each
Subsidiary Guarantor acknowledges and agrees that (i) notwithstanding the conditions to effectiveness set forth in this Amendment, each Subsidiary Guarantor is not required
by the terms of the Agreement or any other Loan Document to consent to the amendment of the Agreement effected pursuant to this Amendment and (ii) nothing in the Agreement or this Amendment or
any other Loan Document shall be deemed to require the consent of each Subsidiary Guarantor to any future amendment of the Agreement or any other Loan Document.

IN
WITNESS WHEREOF, each of the Subsidiary Guarantors has caused this Acknowledgement and Consent to the Fifth Amendment to Amended and Restated Credit Agreement to be duly executed and
delivered by its proper and duly authorized officer as of the 6th day of May, 2004.

[signature page follows]

Ex. A-1

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|HUNTSMAN CHEMICAL PURCHASING CORPORATION
HUNTSMAN INTERNATIONAL CHEMICALS CORPORATION
HUNTSMAN INTERNATIONAL TRADING CORPORATION
HUNTSMAN PETROCHEMICAL PURCHASING CORPORATION
POLYMER MATERIALS INC.
AIRSTAR CORPORATION
HUNTSMAN PROCUREMENT CORPORATION
JK HOLDINGS CORPORATION
HUNTSMAN SPECIALTY CHEMICALS HOLDING CORPORATION                                                 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|By:                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                    
|HUNTSMAN AUSTRALIA INC.
HUNTSMAN CHEMICAL FINANCE CORPORATION
HUNTSMAN ENTERPRISES INC.
HUNTSMAN FAMILY CORPORATION
HUNTSMAN GROUP HOLDINGS FINANCE CORPORATION
HUNTSMAN GROUP INTELLECTUAL PROPERTY HOLDINGS CORPORATION
HUNTSMAN INTERNATIONAL SERVICES CORPORATION
HUNTSMAN MA INVESTMENT CORPORATION
HUNTSMAN MA SERVICES CORPORATION
HUNTSMAN PETROCHEMICAL FINANCE CORPORATION
|By:                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                    
|HUNTSMAN EXPANDABLE POLYMERS COMPANY, LC                                                                                                                                                                                                                                                                                                                                            
|By:                                                                                                                                                                                                                                                                                                                                                                                 
|By:                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                    
|HUNTSMAN PETROCHEMICAL CANADA HOLDINGS CORPORATION                                                                                                                                                                                                                                                                                                                                  
|By:                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                    
|HUNTSMAN POLYMERS HOLDINGS CORPORATION                                                                                                                                                                                                                                                                                                                                              
|By:                                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                                                    

Ex. A-2

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|HUNTSMAN CHEMICAL COMPANY LLC
HUNTSMAN PETROCHEMICAL CORPORATION
HUNTSMAN POLYMERS CORPORATION
|----------------------------------------------------------------------------------------------
|By:                                                                                           
|                                                                                              
|                                                                                              
|HUNTSMAN FUELS, L.P.
PETROSTAR FUELS LLC                                                      
|By:                                                                                           
|                                                                                              
|                                                                                              
|HUNTSMAN PURCHASING, LTD.                                                                     
|By:                                                                                           
|By:                                                                                           
|                                                                                              
|                                                                                              
|PETROSTAR INDUSTRIES LLC                                                                      
|By:                                                                                           
|                                                                                              
|                                                                                              

Ex. A-3

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